ATG Capital, 16% Empery holder, revises board slate

ATG Capital’s group reports a 16% stake in Empery Digital and shifts its director slate while continuing a proxy solicitation for board seats.

Rhea-AI Filing Summary

Empery Digital Inc. (EMPD) is the subject of Amendment No. 8 to a Schedule 13D filed by ATG Capital Opportunities Fund and related parties, who report beneficial ownership of 4,500,000 shares of common stock, representing 16.0% of shares outstanding, based on 28,160,111 shares outstanding as of September 2, 2026 as disclosed in Empery Digital’s definitive proxy statement.

On September 4, 2026, ATG Capital Opportunities Fund withdrew its prior nominations of five director candidates and is now soliciting proxies to elect a new slate of four nominees — Gabriel D. Gliksberg, James C. Elbaor, Meredith S. Kirshenbaum and Aaron T. Morris — to Empery Digital’s board at the Annual Meeting. The reporting persons state there have been no transactions in Empery Digital securities since Amendment No. 7 and each disclaims beneficial ownership of shares not directly owned. Certain former nominees are no longer parties to the JFSA, while the reporting persons and remaining nominees continue as parties.

Key Figures

Shares beneficially owned: 4,500,000 shares Ownership percentage: 16.0% Shares outstanding: 28,160,111 shares +2 more

5 metrics

Shares beneficially owned 4,500,000 shares Empery Digital common stock beneficially owned by each reporting person as of this amendment

Ownership percentage 16.0% Percentage of Empery Digital shares outstanding represented by 4,500,000 shares

Shares outstanding 28,160,111 shares Empery Digital shares outstanding as of September 2, 2026 per the issuer’s definitive proxy statement

Date of event September 4, 2026 Event date triggering Amendment No. 8 to the Schedule 13D

Amendment number Amendment No. 8 Current amendment to the original Schedule 13D on Empery Digital

Key Terms

Schedule 13D, definitive proxy statement, beneficially owned, Annual Meeting, +1 more

5 terms

Schedule 13D regulatory

"This Amendment No. 8 ("Amendment No. 8") amends and supplements the filed by the undersigned"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

definitive proxy statement regulatory

"the Issuer's definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission"

A Definitive Proxy Statement is a detailed document that a company sends to its shareholders before a big meeting, like voting on important decisions. It explains what's being voted on and gives important information so shareholders can make informed choices. It matters because it helps shareholders understand and participate in key company decisions.

beneficially owned financial

"ATG Fund directly beneficially owned 4,500,000 Shares, constituting approximately 16.0%"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

Annual Meeting regulatory

"for election to the Board at the Annual Meeting"

A company's annual meeting is a yearly gathering where owners (shareholders) and the board review performance, ask questions, and vote on key matters like electing directors, approving auditor choices, and sometimes setting pay or dividend policies. For investors it matters because decisions made and votes cast can change who runs the company, influence strategy and payouts, and affect the value or direction of their investment—similar to a homeowners’ meeting where rules and leaders that shape your property’s value are decided.

JFSA regulatory

"no longer parties to the JFSA, as further described in Item 6 of Amendment No. 4"

FAQ

What ownership stake in EMPD does ATG Capital report in this Schedule 13D/A?

The reporting persons state they beneficially own 4,500,000 shares of Empery Digital common stock, representing approximately 16.0% of the outstanding shares, based on 28,160,111 shares outstanding as of September 2, 2026.

How many Empery Digital (EMPD) shares are outstanding according to this filing?

The filing cites Empery Digital’s definitive proxy statement and notes there were 28,160,111 shares of common stock outstanding as of September 2, 2026.

What change did ATG Capital make to its director nominations at Empery Digital (EMPD)?

On September 4, 2026, ATG Capital Opportunities Fund withdrew its nominations of five prior director candidates and is now soliciting proxies to elect four nominees: Gabriel D. Gliksberg, James C. Elbaor, Meredith S. Kirshenbaum and Aaron T. Morris.

Have the reporting persons traded Empery Digital (EMPD) shares since Amendment No. 7?

The reporting persons state that there have been no transactions in Empery Digital securities by them since the filing of Amendment No. 7 to the Schedule 13D.

What is the event date for this Schedule 13D/A amendment on Empery Digital (EMPD)?

The date of the event requiring this Schedule 13D amendment is September 4, 2026, when ATG Capital Opportunities Fund withdrew certain nominations and continued its proxy solicitation with a revised slate.

Do the reporting persons claim full beneficial ownership of all Empery Digital (EMPD) shares referenced?

No. While they may be deemed to beneficially own 4,500,000 shares, each reporting person expressly disclaims beneficial ownership of any Empery Digital securities that he or it does not directly own.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/08/2026 - 04:16 PM Accepted by SEC EDGAR 09/08/2026 - 04:15 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 8)

Empery Digital Inc.

(Name of Issuer)

Common Stock, $0.00001 par value per share

(Title of Class of Securities)

92864V608

(CUSIP Number)

GABRIEL GLIKSBERG
ATG CAPITAL MANAGEMENT LP, 16690 Collins Avenue
Sunny Isles Beach, FL, 33160
786-519-0995

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

09/04/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 92864V608

1

Name of reporting person

ATG Capital Opportunities Fund LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 4,500,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 4,500,000.00

11

Aggregate amount beneficially owned by each reporting person

4,500,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

16.0 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP Number(s): 92864V608

1

Name of reporting person

ATG Capital Management LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 4,500,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 4,500,000.00

11

Aggregate amount beneficially owned by each reporting person

4,500,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

16.0 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP Number(s): 92864V608

1

Name of reporting person

ATG Capital Management GP LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 4,500,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 4,500,000.00

11

Aggregate amount beneficially owned by each reporting person

4,500,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

16.0 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP Number(s): 92864V608

1

Name of reporting person

Gabriel Gliksberg

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 4,500,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 4,500,000.00

11

Aggregate amount beneficially owned by each reporting person

4,500,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

16.0 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, $0.00001 par value per share
(b)	Name of Issuer: Empery Digital Inc.
(c)	Address of Issuer's Principal Executive Offices: 2512 W. PECAN ST., SUITE 230, PFLUGERVILLE, TEXAS , 78660.
Item 1 Comment: This Amendment No. 8 ("Amendment No. 8") amends and supplements the Schedule 13D filed by the undersigned on January 26, 2026, as amended on January 28, 2026, February 4, 2026, February 25, 2026, March 2, 2026, March 9, 2026, April 6, 2026 and September 1, 2026 (the "Schedule 13D"). Except as otherwise specified in this Amendment No. 8, all items in the Schedule 13D are unchanged. All capitalized terms used in this Amendment No. 8 and not otherwise defined herein have the meanings ascribed to such terms in the Schedule 13D.
Item 4.	Purpose of Transaction
	Item 4 is hereby amended to add the following: On September 4, 2026, ATG Fund delivered a letter to the Issuer withdrawing its nominations of Arati Batta, Ronald H. Davies, Christopher E. Novak, Evan Ratner and Heather A. Powers for election to the Board at the Annual Meeting. Also on September 4, 2026, the Reporting Persons filed a definitive proxy statement with the Securities and Exchange Commission in connection with their solicitation of proxies for election of Gabriel D. Gliksberg, James C. Elbaor, Meredith S. Kirshenbaum and Aaron T. Morris to the Board at the Annual Meeting.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) is hereby amended and restated to read as follows: The aggregate percentage of Shares reported owned by the Reporting Persons is based upon 28,160,111 Shares outstanding as of September 2, 2026, which is the total number of Shares outstanding as disclosed in the Issuer's definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on September 3, 2026. As of the date hereof, ATG Fund directly beneficially owned 4,500,000 Shares, constituting approximately 16.0% of the Shares outstanding. As of the date hereof, ATG Management may be deemed to beneficially own 4,500,000 Shares, constituting approximately 16.0% of the Shares outstanding. As of the date hereof, ATG GP may be deemed to beneficially own 4,500,000 Shares, constituting approximately 16.0% of the Shares outstanding. As of the date hereof, Mr. Gliksberg may be deemed to beneficially own 4,500,000 Shares, constituting approximately 16.0% of the Shares outstanding. 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.
(c)	Item 5(c) is hereby amended to add the following: There have been no transactions in securities of the Issuer by the Reporting Persons since the filing of Amendment No. 7 to the Schedule 13D.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 is hereby amended to add the following: Effective September 4, 2026, ATG Fund withdrew its nomination of Messrs. Davies, Novak and Ratner and Messes. Batta and Powers as nominees for election to the Board at the Annual Meeting. In connection therewith, Messrs. Davies, Novak and Ratner and Messes. Batta and Powers are no longer parties to the JFSA, as further described in Item 6 of Amendment No. 4 to the Schedule 13D. Each of the Reporting Persons and remaining Nominees remain party to the JFSA.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

ATG Capital Opportunities Fund LP

Signature:	/s/ Gabriel Gliksberg
Name/Title:	Gabriel Gliksberg, Managing Member of ATG Capital Management GP LLC, the general partner of ATG Capital Management LP, its investment manager
Date:	09/08/2026

ATG Capital Management LP

Signature:	/s/ Gabriel Gliksberg
Name/Title:	Gabriel Gliksberg, Managing Member of ATG Capital Management GP LLC, its general partner
Date:	09/08/2026

ATG Capital Management GP LLC

Signature:	/s/ Gabriel Gliksberg
Name/Title:	Gabriel Gliksberg, Managing Member
Date:	09/08/2026

Gabriel Gliksberg

Signature:	/s/ Gabriel Gliksberg
Name/Title:	Gabriel Gliksberg
Date:	09/08/2026