SCHEDULE: Activist ATG Capital Nominates Nine for Empery Digital Board

ATG Capital has nominated a slate of nine director candidates for election to Empery Digital Inc.'s board at the 2026 annual meeting, signaling an activist push for board representation.

Summary

• ATG Capital Opportunities Fund LP, ATG Capital Management LP, ATG Capital Management GP LLC, and Gabriel Gliksberg (collectively, ATG Capital) have filed Amendment No. 4 to their Schedule 13D.
• The filing announces the nomination of nine director candidates for election to Empery Digital Inc.'s Board of Directors at the 2026 annual meeting of stockholders.
• The nominated slate includes 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.
• ATG Capital beneficially owns 4,500,000 shares of Empery Digital Inc. common stock, representing 13.7% of the outstanding class.
• The Reporting Persons and Nominees entered into a Joint Filing and Solicitation Agreement on February 26, 2026, to jointly seek Board representation and solicit proxies.
• Under the agreement, no party can transact in Empery Digital Inc. securities without ATG Fund's prior written consent as long as the Issuer's Rights Agreement (dated February 3, 2026) is in effect.
• ATG Capital agreed to cover all pre-approved expenses related to the proxy solicitation.
• Indemnification agreements were signed between ATG Management and the nominees (excluding Mr. Gliksberg) for claims arising from the solicitation, but not for claims in their capacity as directors if elected.
• Nominees (excluding Mr. Gliksberg) granted Mr. Gliksberg powers of attorney for SEC filings and proxy solicitation documents.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a moderately positive development for shareholders, as activist involvement often signals a push for improved performance and governance, though it introduces short-term uncertainty.

Positives

• The nomination of a slate of nine director candidates by a significant shareholder (13.7% stake) could lead to enhanced corporate governance and strategic oversight at Empery Digital Inc.
• The commitment by ATG Capital to bear pre-approved solicitation expenses demonstrates their dedication to the proxy contest and potential for value creation.
• The introduction of new, highly qualified director candidates could bring fresh perspectives and expertise to the Board.

Negatives

• A contested election could lead to a proxy fight, potentially diverting management's attention and resources from core business operations.
• The requirement for ATG Fund's prior written consent for any transactions in Issuer securities by the group, while the Rights Agreement is in effect, could limit flexibility for individual nominees.
• The indemnification agreements highlight the potential for claims arising from the solicitation, indicating a potentially contentious process.

Risks

• Proxy Contest: The nomination initiates a potential proxy contest, which can be costly and disruptive for both the activist group and the Issuer.
• Uncertainty of Outcome: There is no guarantee that ATG Capital's nominees will be elected, leading to uncertainty regarding future board composition and strategic direction.
• Impact of Rights Agreement: The Issuer's Rights Agreement, dated February 3, 2026, could influence the dynamics of the proxy contest and the ability of the activist group to increase its stake or influence.
• Management Distraction: A prolonged proxy fight could distract Empery Digital Inc.'s current management from executing business plans.

Future Outlook

The filing indicates a forthcoming proxy solicitation by ATG Capital to elect its slate of nine director nominees at Empery Digital Inc.'s 2026 annual meeting, suggesting a period of potential corporate governance changes and strategic re-evaluation for the company.

Industry Context

StockSavvy.ai notes that this activist filing by ATG Capital aligns with a broader trend of increased shareholder engagement and demands for board refreshment, particularly in sectors where investors perceive underperformance or governance issues. Such actions often aim to unlock shareholder value through strategic shifts or operational improvements, reflecting a proactive stance by institutional investors.

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders: Potential for increased shareholder value through improved governance and strategic direction if the activist slate is elected. Risk of uncertainty and costs associated with a proxy contest.
• Current Board/Management: Faces a challenge to their positions and strategic direction, requiring resources to defend against the activist campaign.
• Employees: Potential for changes in corporate strategy or leadership could impact employee morale and future direction.

Next Steps

• Proxy solicitation for the election of director nominees at Empery Digital Inc.'s 2026 annual meeting of stockholders.
• The 2026 annual meeting of stockholders where the nominated directors will be put to a vote.

Key Dates

Recommendation

A seasoned investor would likely recommend a 'hold' position for Empery Digital Inc. shares following this activist filing. While the nomination of a new slate of directors by a significant shareholder could signal a positive catalyst for improved governance and potential value creation, the immediate future involves a contested election. The outcome of this proxy fight is uncertain, and the process itself can introduce volatility and distraction. Investors should await further developments regarding the proxy contest and the company's response before making definitive buy or sell decisions.

Keywords

Empery Digital Inc., ATG Capital, Schedule 13D, Activist Investor, Proxy Fight, Board Nomination, Corporate Governance, Shareholder Activism, Director Candidates, Annual Meeting