---
schema_version: "secwatch.filing_event.v1"
accession: "0001683168-24-000670"
form_type: "8-K"
ticker: "EMPD"
cik: "0001829794"
company_name: "Empery Digital Inc."
filed_at: "2024-02-05T23:59:59+00:00"
generated_at: "2026-06-06T09:17:24.026233+00:00"
event_type: "other_material"
sentiment: "negative"
materiality_score: 0.8
calibrated_materiality_score: 0.8
confidence: "high"
source: SEC EDGAR
---

# Volcon appoints new CEO, effects 1:45 reverse stock split, cites Nasdaq non-compliance

## Summary
- John Kim appointed CEO/president effective Feb 3, 2024; annual base salary $800K, $250K bonus, 10% fully diluted option grant.
- 1:45 reverse stock split effective Feb 2, 2024; shares reduced from ~52.5M to ~1.2M; CUSIP changed.
- CFO Greg Endo new employment: base salary $300K (voluntarily reduced to $238.5K through Dec 2024), annual option grant of 4% fully diluted.
- Former CEO Jordan Davis resigned Feb 2; entered one-month consulting agreement for $12,500.
- Company notified Nasdaq of non-compliance with independence rules due to Kim's appointment; must regain compliance by next annual meeting or 180 days.

## SEC filing metadata
- accession: 0001683168-24-000670
- form_type: 8-K
- ticker: EMPD
- cik: 0001829794
- company_name: Empery Digital Inc.
- filed_at: 2024-02-05T23:59:59+00:00
- event_type: other_material
- sentiment: negative
- materiality_score: 0.8
- calibrated_materiality_score: 0.8
- confidence: high
- sec_items: 3.01, 3.03, 5.03, 5.02, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1829794/000168316824000670/0001683168-24-000670-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1829794/000168316824000670/volcon_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001683168-24-000670
- JSON: https://secwatch.observer/filing/0001683168-24-000670.json
- Plain text: https://secwatch.observer/filing/0001683168-24-000670.txt

## Key facts
- Listing & Compliance Notices
  Empery Digital Inc. received a nasdaq noncompliance notice notice regarding other (rules 5605(b), 5605(c)(2)).
  - Exchange: nasdaq
  - Notice: noncompliance notice
  - Rules: 5605(b), 5605(c)(2)
  source text: t board member, and is no longer eligible to serves as a member of the Company’s audit committee, compensation committee or nominating and governance committee. As such, the Company’s current board of directors does not have a majority of independent board members as required by Nasdaq Listing Rule 5605(b), and the Company’s audit committee no longer has three board members as required by Nasdaq Listing Rule 5605(c)(2). Pursuant to Nasdaq listing rules, the Company will have until the earlier of its next annual shareholders meeting or one year from the occurrence of the event that caused the f
  evidence_url: https://www.sec.gov/Archives/edgar/data/1829794/000168316824000670/0001683168-24-000670-index.htm
- Executive change
  John Kim was appointed as Chief Executive Officer and President at Empery Digital Inc..
  - Action: appointed
  - Role: Chief Executive Officer and President
  source text: On January 30, 2024, the Company entered into an employment agreement with John Kim pursuant to which Mr. Kim agreed to serve as the Company’s chief executive officer and president, effective February 3, 2024.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1829794/000168316824000670/0001683168-24-000670-index.htm
- Governance Changes
  Empery Digital Inc.: Stockholders approved and the board effected a 1-for-45 reverse stock split via an amendment to the certificate of incorporation, effective February 2, 2024 (effective 2024-02-02).
  - Change: charter amendment
  - Effective: 2024-02-02
  source text: stockholders of the Company approved, among other items, an amendment to the Company’s amended and restated certificate of incorporation (the “Amendment”) to effect the reverse stock split at a ratio in the range of 1-for-2 to 1-for-45
  evidence_url: https://www.sec.gov/Archives/edgar/data/1829794/000168316824000670/0001683168-24-000670-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.