SCHEDULE: ATG Capital Boosts Empery Digital Stake to 10.4%

Sentiment:

Beneficial Ownership Disclosure


ATG Capital Opportunities Fund LP and its affiliates have increased their beneficial ownership in Empery Digital Inc. to 10.4% through recent common stock purchases.

Summary

  • ATG Capital Opportunities Fund LP, along with ATG Capital Management LP, ATG Capital Management GP LLC, and Gabriel Gliksberg, collectively reported beneficial ownership of 3,503,437 shares of Empery Digital Inc. common stock.
  • This represents approximately 10.4% of the issuer's common stock outstanding.
  • The shares were acquired using working capital, which may include borrowings under portfolio margin agreements.
  • The aggregate purchase price for the 3,503,437 shares was approximately $16,847,148, including brokerage commissions.
  • Numerous purchases of common stock were made between January 26, 2026, and January 28, 2026, with prices ranging from $4.4759 to $5.1800 per share.
  • The percentage of ownership is based on 33,800,951 shares outstanding as of December 5, 2025, derived from 37,714,489 total shares minus 3,913,538 pre-funded warrants.

Sentiment

Score: 7

Explanation: The filing indicates a significant vote of confidence from an institutional investor, ATG Capital, which has accumulated a substantial stake in Empery Digital Inc. This suggests a positive outlook on the company's value or future prospects from the investor's perspective. However, the filing itself is purely a disclosure of ownership and does not contain operational or financial performance updates from the issuer.

Positives

  • A significant institutional investor, ATG Capital Opportunities Fund LP, has increased its stake, indicating confidence in Empery Digital Inc.
  • The purchases were made in the open market, suggesting a belief in the current valuation or future potential of the stock.

Risks

  • Positions in shares may be held in margin accounts and pledged as collateral, which could expose the reporting persons to margin calls if the stock price declines significantly.
  • The source of funds includes potential borrowings under portfolio margin agreements, indicating leverage for the reporting persons' investment.

Future Outlook

The filing does not contain any forward-looking statements or guidance from Empery Digital Inc. or the reporting persons regarding the issuer's future performance or strategic direction.

Industry Context

This filing indicates a significant increase in institutional ownership for Empery Digital Inc., which could be viewed positively by the market, suggesting a belief in the company's long-term prospects within its industry. Such an accumulation of shares by an investment fund often signals a potential activist stance or a long-term strategic investment, potentially influencing market perception and peer valuations.

Comparison to Industry Standards

  • The filing does not provide sufficient information to compare Empery Digital Inc.'s results or the reporting person's investment strategy to specific global benchmarks, comparable companies, or projects. It primarily details an ownership stake increase.

Stakeholder Impact

  • Shareholders: Increased institutional ownership could be seen as a positive signal, potentially leading to increased investor confidence and demand for the stock.
  • Management: The significant stake held by ATG Capital could lead to increased engagement or potential influence on corporate strategy and governance.

Key Dates

DateDescription
2025-12-05Date used to determine shares outstanding (33,800,951 shares) for percentage calculation.
2025-12-08Date of the Company's Current Report on Form 8-K, which included a press release (Exhibit 99.1) disclosing shares outstanding and pre-funded warrants.
2026-01-26Date of event which required the filing of this statement (crossing the 5% beneficial ownership threshold) and first date of reported common stock purchases.
2026-01-27Date of reported common stock purchases by ATG Capital Opportunities Fund LP.
2026-01-28Date of reported common stock purchases by ATG Capital Opportunities Fund LP and the filing date of this Schedule 13D amendment.

Recommendation

hold

The filing reveals a substantial increase in institutional ownership by ATG Capital, which is generally a positive indicator of investor confidence. However, without additional information on Empery Digital Inc.'s operational performance, financial health, or strategic initiatives, a 'buy' recommendation cannot be fully justified. The increased stake suggests potential for future engagement or value realization, but current investors should 'hold' and monitor for further developments or disclosures from the company or the activist investor.

Keywords

Empery Digital Inc., ATG Capital Opportunities Fund LP, Schedule 13D, Beneficial Ownership, Common Stock, Institutional Investment, Shareholder Stake, SEC Filing, Investment Fund, Gabriel Gliksberg

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