false
0001829794
0001829794
2026-10-14
2026-10-14
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________________
FORM 8-K
__________________________
CURRENT REPORT
Pursuant to Section 13
OR 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): October 19, 2026 (October 14.
2026)
__________________________
Empery
Digital Inc.
(Exact Name of Registrant as Specified in its Charter)
__________________________
| Delaware |
001-40867 |
84-4882689 |
(State or Other Jurisdiction
of Incorporation) |
(Commission
File Number) |
(I.R.S. Employer
Identification Number) |
2512 W Pecan St, Unit 230
Pflugerville, TX 78660
(Address of principal executive offices and zip
code)
(512) 400-4271
(Registrant’s telephone number, including
area code)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
|
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
| ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)). |
Securities registered pursuant to Section 12(b)
of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Common Stock, par value $0.00001 per share |
|
EMPD |
|
NASDAQ |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
| Item 5.07. |
Submission of Matters to a Vote of Security Holders. |
On October 14, 2026, Empery Digital Inc. (“Empery
Digital” or the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). Set forth
below are the three proposals that were voted on at the Annual Meeting and the stockholder votes on each such proposal.
Set forth below are the matters voted upon at
the Annual Meeting, which are more fully described in the Company’s definitive proxy statement in connection with the Annual Meeting,
and the final voting results tabulated by the Company’s independent Inspector of Election, First Coast Results, Inc.
Proposal 1: Election of Directors
The nine directors elected at the Annual Meeting
to serve for a one-year term ending at the 2027 annual meeting of stockholders are Rohan Chauhan, Jonathan Foster, Matthew Homer, John
Kim, Ryan Lane, Aaron T. Morris, Ian Read, E. Taylor Robertson and Adrian Solgaard, by the following votes:
| |
For |
Withhold |
| Empery Digital Nominees |
| Rohan Chauhan |
16,286,710 |
9,396,502 |
| Jonathan Foster |
24,298,924 |
1,384,290 |
| Matthew Homer |
24,302,720 |
1,380,494 |
| John Kim |
24,352,078 |
1,331,136 |
| Ryan Lane |
15,132,809 |
10,553,780 |
| Orn Olason |
11,321,399 |
14,361,815 |
| Ian Read |
13,968,450 |
11,718,139 |
| E. Taylor Robertson |
24,351,048 |
1,332,166 |
| Adrian Solgaard |
23,575,684 |
2,107,529 |
| ATG Capital Management Nominees |
| James C. Elbaor |
11,318,841 |
14,364,355 |
| Gabriel D. Gliksberg |
11,668,802 |
14,017,769 |
| Meredith S Kirshenbaum |
9,400,011 |
16,283,186 |
| Aaron T. Morris |
14,344,659 |
11,338,538 |
Proposal 2: Approval of Empery Digital
Inc. 2025 Equity Incentive Plan
The shareholders did not approve the adoption
of the Empery Digital Inc. 2025 Equity Incentive Plan and 6,846,589 shares of common stock reserved for issuance under the 2025 Stock
Plan, by the following votes:
| For |
Against |
Abstain |
| 8,897,192 |
11,798,429 |
4,991,973 |
Proposal 3: Ratification of the Appointment
of Independent Auditors
The shareholders approved the ratification of
the appointment of MaloneBailey, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December
31, 2026 and the review of the Company’s quarterly financial statements for the fiscal quarters ending March 31, June 30 and September
30, 2027, by the following votes:
| For |
Against |
Abstain |
| 21,693,136 |
1,296,401 |
2,711,654 |
On October 16, 2026, ATG Capital Opportunities
Fund LP (“ATG”) filed a Section 225 action under the Delaware General Corporate Law seeking to sterilize sufficient votes
held by Empery Asset Management to remove Ian Read from the Board and replace him with Gabriel Gliksberg.
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| |
Empery Digital Inc. |
|
| |
|
|
Date: October 19, 2026 |
/s/ Greg Endo |
|
| |
Greg Endo |
|
| |
Chief Financial Officer |
|
