Empery Digital sets 2026 vote on board, stock plan

Empery Digital seeks support for its board nominees, a 2025 Stock Plan covering 6.85 million shares, and auditor ratification at the October 14, 2026 annual meeting.

Rhea-AI Filing Summary

Empery Digital Inc. (EMPD) is soliciting votes for its 2026 Annual Meeting using a WHITE universal proxy card. Stockholders are asked to elect up to nine directors to the board, where the board recommends its own nine nominees and asks stockholders to withhold on nominees proposed by ATG Capital.

Stockholders are also asked to approve the adoption of the Empery Digital Inc. 2025 Stock Plan, under which 6,846,589 shares of common stock are reserved for issuance, and to ratify MaloneBailey as the independent registered public accounting firm for the financial statement audit for the year ending December 31, 2026 and quarterly reviews for the first three quarters of 2027. If a signed card provides no specific voting instructions, shares will be voted for the board-recommended nominees and for Proposals 2 and 3.

Filing Explained

The proposed 2025 Stock Plan and its reservation of 6,846,589 common shares are not reported as approved or issued; stockholders are scheduled to decide at the October 14, 2026 annual meeting, and approval could reduce existing holders’ percentage ownership.

Key Figures

Shares reserved under 2025 Stock Plan: 6,846,589 shares Number of director nominees stockholders may vote for: 9 nominees Annual Meeting date and time: October 14, 2026, 10:00 A.M. Central Time +2 more

5 metrics

Shares reserved under 2025 Stock Plan 6,846,589 shares Common stock reserved for issuance under the Empery Digital Inc. 2025 Stock Plan (Proposal 2)

Number of director nominees stockholders may vote for 9 nominees Maximum number of director nominees for which a stockholder may vote in Proposal 1

Annual Meeting date and time October 14, 2026, 10:00 A.M. Central Time Scheduled time of Empery Digital Inc.’s Annual Meeting of Stockholders

Internet voting deadline October 13, 2026, 11:59 P.M. Eastern Time Deadline for submitting voting instructions via internet at www.proxyvote.com

Number of board-recommended director nominees 9 nominees Total company nominees recommended by the Board of Directors

Key Terms

universal proxy card, independent registered public accounting firm, Annual Meeting of Stockholders, proxy materials, +1 more

5 terms

universal proxy card regulatory

"This WHITE universal proxy card is Solicited on Behalf of the Board of Directors"

A universal proxy card is a single voting ballot sent to shareholders that lists every director nominee put forward by both the existing board and any challengers, allowing investors to pick any mix of candidates they prefer. Like a combined ballot at a community election, it makes voting easier, increases individual shareholder control, and can materially change the dynamics, cost and likely outcome of contested board elections.

independent registered public accounting firm regulatory

"to ratify the appointment of MaloneBailey as the Company's independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

Annual Meeting of Stockholders financial

"Annual Meeting of Stockholders of Empery Digital Inc. to be held on October 14, 2026"

proxy materials regulatory

"Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting"

Proxy materials are the packet of documents sent to shareholders that explain items to be voted on at a company meeting and include the actual ballot or instructions for casting a vote. Think of them as a voting packet that lays out who’s running the company, major proposals (like pay, mergers, or board changes), and arguments for and against each item. Investors care because those votes shape corporate direction, affect risk and future profits, and can influence share value.

Stock Plan financial

"Proposal to approve the adoption of the Empery Digital Inc. 2025 Stock Plan"

FAQ

What is Empery Digital Inc. (EMPD) asking stockholders to vote on in this proxy?

Stockholders are asked to elect up to nine directors, approve the 2025 Stock Plan with 6,846,589 shares reserved for issuance, and ratify MaloneBailey as independent registered public accounting firm for the 2026 audit and 2027 quarterly reviews.

When is the Empery Digital Inc. (EMPD) 2026 Annual Meeting scheduled?

The Annual Meeting of Empery Digital Inc. is scheduled for October 14, 2026, at 10:00 A.M., Central Time, at 2512 W Pecan St., Suite 230, Pflugerville, Texas 78660.

How many shares are reserved under the Empery Digital (EMPD) 2025 Stock Plan?

The Empery Digital Inc. 2025 Stock Plan reserves 6,846,589 shares of common stock for issuance under the plan.

What does the Empery Digital (EMPD) board recommend in the director election?

The Board of Directors recommends voting FOR each of its nine nominees in Proposal 1 and WITHHOLD on each of the ATG Capital nominees listed as the “ATG Nominees.”

Who is proposed as auditor for Empery Digital Inc. (EMPD)?

Stockholders are asked to ratify MaloneBailey as Empery Digital Inc.’s independent registered public accounting firm for the fiscal year ending December 31, 2026 and for reviews of quarterly financial statements for the quarters ending March 31, June 30, and September 30, 2027.

What is the internet voting deadline for the Empery Digital (EMPD) proxy?

Voting instructions submitted by internet at www.proxyvote.com must be received by 11:59 P.M. Eastern Time on October 13, 2026.

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Available on EDGAR 09/04/2026 - 04:31 PM Accepted by SEC EDGAR 09/04/2026 - 04:30 PM Learn about SEC filing dates

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐ Definitive Proxy Statement

☒ Definitive Additional Materials

☐ Soliciting Material Pursuant to §240.14a-12

Empery Digital Inc.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒ No fee required.

☐ Fee paid previously with preliminary materials.

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Signature [PLEASE SIGN WITHIN BOX] Date Signature [PLEASE SIGN WITHIN BOX] Date THIS WHITE PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. EMPERY DIGITAL INC. T03796 - P57434 - MGTW 3. To ratify the appointment of MaloneBailey as the Company's independent registered public accounting firm for the audit of the Company's financial statements 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. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. NOTE: In their discretion, the proxies are authorized to vote upon such other matters as may properly come before the meeting and any adjournment or postponement thereof. The Board of Directors recommends you vote FOR Proposal 2. 2. Proposal to approve the adoption of the Empery Digital Inc. 2025 Stock Plan and 6,846,589 shares of common stock reserved for issuance under the 2025 Stock Plan. The Board of Directors recommends you vote FOR Proposal 3. The Board of Directors recommends you vote FOR each of the nine ( 9 ) nominees of the Board of Directors listed in Proposal 1 and WITHHOLD on each of the nominees of ATG Capital (the “ATG Nominees”) . 1. Election of Directors. You may vote FOR up to nine ( 9 ) nominees in total, in any combination . If you vote FOR fewer than nine ( 9 ) nominees, your shares will be voted FOR only those nominees you have marked . If you vote FOR more than nine ( 9 ) nominees, your votes on Proposal 1 will be invalid and will not be counted . If you sign and date this WHITE universal proxy card but do not mark any voting instructions on Proposal 1 , your shares will be voted FOR the nine ( 9 ) nominees recommended by the Board of Directors . For Withhold For Withhold For Against Abstain ! ! ! ! ! ! ! ! James C. Elbaor 1j. ! ! Rohan Chauhan 1a. ! ! Gabriel D. Gliksberg 1k. ! ! Jonathan Foster 1b. ! ! Meredith S. Kirshenbaum 1l. ! ! Matthew Homer 1c. ! ! Aaron T. Morris 1m. ! ! John Kim 1d. ! ! Ryan Lane 1e. ! ! Orn Olason 1f. ! ! Ian Read 1g. ! ! E. Taylor Robertson 1h. ! ! Adrian Solgaard 1i. EMPERY DIGITAL INC. C/O FIRST COAST RESULTS, INC. SUITE 112 200 BUSINESS PARK CIRCLE SAINT AUGUSTINE, FL 32095 THIS IS THE WHITE PROXY CARD ATG Nominees Company Nominees Recommended by the Board of Directors SCAN TO VIEW MATERIALS & VOTE w Vote 24 Hours a Day, 7 Days a Week by Internet or Mail. Have your proxy card in hand when voting by internet and follow the instructions below . VOTE BY INTERNET - Access www . ProxyVote . com and enter the control number indicated on your proxy card or scan the QR Barcode above . Use the Internet to transmit your voting instructions . VOTING INSTRUCTIONS SUBMITTED BY INTERNET MUST BE RECEIVED BY 11 : 59 P . M . EASTERN TIME ON OCTOBER 13 , 2026 . VOTE BY MAIL - Mark, sign and date your proxy card and return the entire card in the envelope provided, or if you have misplaced the envelope, mail to the return address shown in the upper left of this card .

T03797 - P57434 - MGTW Empery Digital Inc. Annual Meeting of Stockholders Wednesday, October 14, 2026, at 10:00 A.M., Central Time This WHITE Proxy Card is Solicited on Behalf of the Board of Directors of Empery Digital Inc. 2512 W Pecan St., Suite 230 Pflugerville, Texas 78660 Ryan Lane and Greg Endo (the “Proxies”), or either of them, each with the power of substitution, are hereby authorized to represent and vote the shares of the undersigned, with all the powers which the undersigned would possess if personally present, at the Annual Meeting of Stockholders of Empery Digital Inc . to be held on October 14 , 2026 at 10 : 00 A . M . , Central Time, or at any adjournment or postponement thereof . The undersigned hereby revokes any proxy or proxies previously given with respect to the shares covered hereby . This proxy, when properly executed, will be voted in the manner directed herein by the undersigned stockholder . If no direction is made, this proxy will be voted “FOR” each of the nine ( 9 ) nominees recommended by the Board of Directors in Proposal 1 and “FOR” Proposals 2 and 3 . In their discretion, and to the extent permitted by Rule 14 a - 4 (c) under the Securities Exchange Act of 1934 , as amended, the Proxies are authorized to vote upon such other business as may properly come before the meeting or any adjournment thereof . Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Form 10 - K and Notice and Proxy Statement are available at www.proxyvote.com Continued, and must be signed and dated on the other side