13D Filings
Empery Digital Inc.
EMPD
Amendment
Ownership

13.70%

Total Shares

4,500,000

Issuer CIK

1829794

CUSIP

92864V608

Event Date

Feb 25, 2026

Accepted

Mar 2, 2026, 08:00 AM

Reporting Persons (4)
Joint Filing

This is a joint filing. The reported shares may overlap between reporting persons and should not be summed.

NameType% of ClassAggregateSole VotingShared Voting
ATG Capital Opportunities Fund LP
Partnership
13.70%4,500,00004,500,000
ATG Capital Management LP
Partnership
13.70%4,500,00004,500,000
ATG Capital Management GP LLC
Other
13.70%4,500,00004,500,000
Gabriel Gliksberg
Individual
13.70%4,500,00004,500,000
Disclosure Items (5)

Security Title

Common Stock, $0.00001 par value per share

Issuer Name

Empery Digital Inc.

Issuer Address

3121 EAGLES NEST, SUITE 120, ROUND ROCK, TX, 78665

Item 4 is hereby amended to add the following: On February 26, 2026, ATG Fund delivered a notice to the Issuer (the "Nomination Notice") nominating a slate of nine highly qualified director candidates, consisting of Arati Batta, Ronald H. Davies, James C. Elbaor, Gabriel D. Gliksberg, Meredith S. Kirshenbaum, Aaron T. Morris, Christopher E. Novak, Heather A. Powers and Evan Ratner (collectively, the "Nominees"), for election to the Issuer's board of directors (the "Board") at the Issuer's 2026 annual meeting of stockholders (the "Annual Meeting"). Reference is made to the JFSA, the Indemnification Agreements and the Powers of Attorney (each as defined and described in Item 6 below) and incorporated herein by reference.

Item 5(c) is hereby amended to add the following: There have been no transactions in securities of the Issuer by the Reporting Persons since the filing of Amendment No. 3 to the Schedule 13D.

Item 6 is hereby amended to add the following: On February 26, 2026, the Reporting Persons and the Nominees entered into a Joint Filing and Solicitation Agreement (the "JFSA") pursuant to which the parties agreed, among other things, (i) to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Company to the extent required by applicable law, (ii) to seeking representation on the Board at the Annual Meeting, (iii) to soliciting proxies for the election of certain persons nominated for election to the Board at the Annual Meeting (including the Nominees) (the "Solicitation"), (iv) that for so long as the Issuer's Rights Agreement, dated as of February 3, 2026, remains in effect, no party shall transact in securities of the Issuer without the prior written consent of ATG Fund and (v) that the Reporting Persons agreed to bear all pre-approved expenses incurred by the parties in connection with the Solicitation. A copy of the JFSA is attached hereto as Exhibit 99.1 and is incorporated herein by reference. ATG Management has signed separate letter agreements (the "Indemnification Letter Agreements") with each of the Nominees (other than Mr. Gliksberg) pursuant to which it and certain of its affiliates have agreed to indemnify such Nominees against certain claims arising from the Solicitation and any related transactions. For the avoidance of doubt, such indemnification does not apply to any claims made against such Nominees in his or her capacity as a director of the Issuer, if so elected. A form of the Indemnification Letter Agreement is attached hereto as Exhibit 99.2 and is incorporated herein by reference. Each of the Nominees (other than Mr. Gliksberg) has granted Mr. Gliksberg a power of attorney to execute certain SEC filings and other documents, as necessary, in connection with the solicitation of proxies at the Annual Meeting (collectively, the "Powers of Attorney"). A form of the Power of Attorney is attached hereto as Exhibit 99.3 and is incorporated herein by reference.

Item 7 is hereby amended to add the following exhibits: 99.1 - Joint Filing and Solicitation Agreement, dated February 26, 2026. 99.2 - Form of Indemnification Letter Agreement. 99.3 - Form of Power of Attorney.

Empery Digital Inc. — Schedule 13D | 13D Filings