Empery Digital Inc. filings document material events for a Nasdaq-listed emerging growth company built around a bitcoin treasury strategy. Its Form 8-K disclosures cover common stock repurchase updates, BTC treasury activity, operational and financial results, security-structure matters, and capital-structure changes involving borrowings and collateral.
The filing record also includes material definitive agreements and governance disclosures, including amendments to a master loan agreement and a Rights Agreement for preferred share purchase rights. These filings describe the company's common stock, repurchase program mechanics, financing arrangements, board actions, and public-company reporting obligations.
Empery Digital Inc. (EMPD) is the subject of an amended Schedule 13D filing by ATG Capital Opportunities Fund and related entities, updating their position and litigation status. The reporting group states that it beneficially owns 4,500,000 common shares of Empery Digital, representing 16.3% of the shares outstanding.
The percentage is based on 27,667,402 shares outstanding as of August 25, 2026, calculated from a company press release that reported 29,813,797 shares outstanding and 2,146,395 pre-funded warrants. A Delaware court issued a memorandum opinion holding that Empery Digital’s board lacked contractual grounds to reject ATG Fund’s nomination notice and breached the bylaws and directors’ fiduciary duties, and stating that ATG Fund’s nominees may stand for election at Empery’s annual meeting. The reporting persons disclose no transactions in Empery Digital securities during the past 60 days and each disclaims beneficial ownership of shares not directly owned.
Empery Digital Inc. (EMPD) is soliciting votes for its 2026 virtual annual meeting scheduled for October 14, 2026 at 10:00 A.M. Central Time. Stockholders will elect nine directors from a field of 18 nominees (nine nominated by the company and nine by ATG Capital) listed on a single WHITE universal proxy card.
Other items include approval of the 2025 Equity Incentive Plan covering 6,846,589 shares and ratification of MaloneBailey, LLP as independent auditor for the fiscal year ending December 31, 2026. Directors will be elected by plurality; stockholders may vote “FOR” up to nine nominees in total, and voting “FOR” more than nine will invalidate votes for directors.
The company describes an ongoing proxy contest with ATG Capital. A Delaware Court of Chancery post-trial opinion held ATG Capital’s nomination notice valid, allowing its nine nominees to stand for election, and the company states it intends to seek appellate review. Empery Digital estimates incremental proxy-solicitation costs of about $22.5 million, including an engagement of Okapi Partners for up to $286,000 plus expenses.
Empery Digital Inc. (EMPD) received an amended Schedule 13G/A reporting the equity position of Streeterville Capital LLC, Streeterville Management LLC, and John M. Fife. The group reports beneficial ownership of 1,390,443 shares of common stock, representing 4.9% of the outstanding shares, based on 28,110,111 shares outstanding as of August 6, 2026. The reporting persons state sole voting and sole dispositive power over all 1,390,443 shares and no shared voting or dispositive power.
Empery Digital Inc. (EMPD) is calling a virtual 2026 annual stockholder meeting for October 14, 2026, to elect nine directors, approve the Empery Digital Inc. 2025 Equity Incentive Plan, and ratify MaloneBailey, LLP as independent auditor for the year ending December 31, 2026.
The equity plan would authorize 6,846,589 shares of common stock for issuance. A proxy solicitor, Okapi Partners LLC, has been engaged with fees estimated up to $286,000, and total proxy solicitation costs in excess of a normal annual meeting are estimated at about $22.5 million. A significant proxy contest is ongoing with ATG Capital regarding director nominations, and related litigation is pending in the Delaware Court of Chancery.
Empery Asset Management, LP, a ten percent owner of Empery Digital Inc., and affiliated entities reported indirect open-market purchases of the company’s common stock. On August 12, 2026, the Empery funds purchased 650,000 shares at a weighted average price of $2.8211 per share, in multiple trades priced between $2.65 and $2.897079. On August 13, 2026, they purchased an additional 750,000 shares at a weighted average price of $2.9845 per share, in trades priced between $2.75 and $3.10. Following these transactions, one reported position comprised 100,000 shares held directly by Ryan M. Lane and 4,330,345 shares held by funds affiliated with Empery Asset Management, which the reporting persons state they may be deemed to beneficially own while disclaiming beneficial ownership beyond any pecuniary interest.
Empery Asset Management, LP filed an initial ownership report as a ten percent owner of Empery Digital Inc.. The filing shows 2,930,345 shares of Common Stock held indirectly through certain funds for which Empery Asset Management, LP serves as investment manager. Empery Asset Management, LP may be deemed to beneficially own these shares but disclaims beneficial ownership except to the extent of its pecuniary interest.
Empery Asset Management and Ryan M. Lane filed Amendment No. 3 to their beneficial ownership report on Empery Digital Inc. common stock. Empery Asset Management reports 4,330,345 shares beneficially owned, representing 15.40% of the common stock, while Lane reports 4,430,345 shares, or 15.76%, including 100,000 shares held personally. These percentages are based on 28,110,111 shares outstanding as of August 6, 2026. The Empery Funds’ position cost approximately $31,341,282, funded from their working capital, and Lane’s personal shares cost approximately $1,000,000, funded from his personal funds. Empery has shared voting and dispositive power over 4,330,345 shares, while Lane has sole voting and dispositive power over 100,000 shares and shared power over 4,330,345 shares. Recent trades over the last 60 days were executed in the open market.
Empery Digital Inc. reported a net loss of $128.4 million for the six months ended June 30, 2026, compared with a net loss of $6.4 million a year earlier. Revenue was $305,721 with a slightly negative gross margin. Results were dominated by a $106.3 million loss on digital assets, shareholder litigation expenses of $10.9 million, and related party legal fees of $7.8 million, alongside higher sales and marketing and general and administrative costs.
As of June 30, 2026, total assets were $179.5 million, including 2,914 Bitcoin with a carrying value of $170.6 million, of which 1,539 BTC (fair value $90.1 million) were pledged as collateral for $55.0 million of borrowings under a Master Loan Agreement. Stockholders’ equity declined to $113.4 million, reflecting cumulative losses and repurchase of 26.2 million shares of common stock for $149.7 million under a buyback program funded by Bitcoin sales and debt. The company invested $2.9 million for a 25% interest in EMHU LLC and committed to an additional $62.1 million capital contribution tied to a planned $230.0 million property acquisition for an AI data center. Management acknowledges recurring losses and negative operating cash flows but expects existing cash, Bitcoin sales, derivative trading income and credit facility availability to fund operations and these commitments.
Empery Digital Inc. entered into a definitive agreement on July 20, 2026 to make a $20 million preferred equity investment in Cardinal Data Power, Inc. (CDP), representing an approximately 8% ownership stake. The investment is part of CDP’s roughly $70 million Series A financing.
CDP plans an inaugural data center campus in West Texas under a letter of intent for a 750 MW Phase I facility. The site spans more than 3,500 acres, is designed to deliver first power in 2027, ramp to about 1 GW of gross capacity in 2029, and ultimately support over 5 GW. The partnership aligns with Empery Digital’s strategy to allocate capital to digital infrastructure, including AI-focused, hyperscaler-anchored power and data center projects alongside Hunt Properties.