SCHEDULE: Empery Digital Inc.: Board Nomination Changes Announced

Empery Digital Inc. reports a significant amendment to its Schedule 13D filing, detailing changes to board nominations and a withdrawal of previous nominees.

Summary

• Amendment No. 8 to the Schedule 13D filing for Empery Digital Inc. has been submitted.
• ATG Fund has withdrawn its nominations for Arati Batta, Ronald H. Davies, Christopher E. Novak, Evan Ratner, and Heather A. Powers for election to the Board at the Annual Meeting.
• A definitive proxy statement has been filed for the solicitation of proxies to elect Gabriel D. Gliksberg, James C. Elbaor, Meredith S. Kirshenbaum, and Aaron T. Morris to the Board.
• As of September 2, 2026, there were 28,160,111 shares of common stock outstanding.
• As of the filing date, ATG Capital Opportunities Fund LP beneficially owns 4,500,000 shares, representing approximately 16.0% of the outstanding shares.
• ATG Capital Management LP, ATG Capital Management GP LLC, and Gabriel Gliksberg are also deemed to beneficially own 4,500,000 shares each, representing approximately 16.0% of outstanding shares.
• No transactions in the Issuer's securities by the Reporting Persons have occurred since the filing of Amendment No. 7.
• Messrs. Davies, Novak, Ratner and Mses. Batta and Powers are no longer parties to the JFSA.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a neutral to slightly positive development, indicating a strategic shift in board nominations rather than a fundamental change in the company's financial or operational status.

Positives

• The withdrawal of previous nominees and the filing of a new proxy statement suggest a potential resolution or strategic realignment regarding board composition.
• The clear articulation of new nominees for the Board provides clarity on the intended direction for corporate governance.

Negatives

• The withdrawal of multiple nominees indicates potential disagreements or strategic shifts that could imply underlying governance challenges or activist pressure.
• The fact that this is Amendment No. 8 suggests ongoing and potentially contentious interactions regarding the company's direction.

Risks

• Ongoing proxy solicitations and changes in board nominations can create uncertainty for investors regarding the company's strategic direction and stability.
• The continued involvement of ATG Capital in board composition suggests potential for continued activism or influence on corporate strategy.

Future Outlook

The filing primarily concerns changes in board nominations and does not provide specific forward-looking financial guidance. The future outlook will depend on the outcome of the proxy solicitation and the strategic direction adopted by the newly constituted Board.

Management Comments

• The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer that he or it does not directly own.
• Each Reporting Person disclaims beneficial ownership of the Shares that he or it does not directly own.

Industry Context

StockSavvy.ai notes that changes in board nominations and proxy contests are common in the technology sector, particularly for companies undergoing strategic shifts or facing activist investor interest. This filing reflects typical shareholder engagement aimed at influencing corporate governance.

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders: The changes in board nominations may lead to shifts in corporate strategy and governance, potentially impacting shareholder value.
• Management: The new board composition could influence management decisions and oversight.
• Employees: Potential strategic shifts resulting from new board leadership could affect employee roles and company direction.

Next Steps

• The Annual Meeting of Shareholders to elect the new Board nominees.
• Potential changes in corporate strategy or governance following the election of the new Board members.

Key Dates

Recommendation

The filing primarily concerns changes in board nominations and does not present new financial performance data or strategic initiatives that would warrant a buy or sell recommendation. The situation is evolving, and further information on the new board's strategy is needed.

Keywords

Schedule 13D, Board Nomination, Proxy Statement, Corporate Governance, Shareholder Activism, Beneficial Ownership, Empery Digital Inc.