ATG Capital reports 16.3% Empery Digital stake

A Delaware court said Empery’s board violated bylaws, and ATG’s nominees may stand for election at the annual meeting.

Rhea-AI Filing Summary

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.

Filing Explained

The amendment reports no current Bitcoin ETF shorts, while other allegations about Tice Brown remain unresolved.

The amendment clarifies that ATG Capital Opportunities Fund has closed its Bitcoin ETF short positions and, as of the filing, holds none. It also says ATG never held short positions in Empery Digital securities other than a previously disclosed brief short sale of February 2026 call options.

The court found that Tice Brown was not a participant in ATG's proxy solicitation, but it did not decide the issuer's other claims concerning Brown. The filing therefore leaves that portion of the dispute unresolved.

Key Figures

Shares beneficially owned by reporting persons: 4,500,000 Shares Ownership percentage: 16.3 % Shares outstanding used for ownership calculation: 27,667,402 Shares +3 more

6 metrics

Shares beneficially owned by reporting persons 4,500,000 Shares Empery Digital Inc. common stock beneficially owned as of the filing date

Ownership percentage 16.3 % Percentage of Empery Digital common shares outstanding represented by 4,500,000 shares

Shares outstanding used for ownership calculation 27,667,402 Shares Shares outstanding as of August 25, 2026, after subtracting pre-funded warrants

Shares outstanding before adjustment 29,813,797 Shares Shares outstanding as of August 25, 2026, disclosed in Empery Digital’s press release

Pre-funded warrants 2,146,395 pre-funded warrants Pre-funded warrants reported as potentially exercisable in the August 25, 2026 press release

Recent trading window 60 days Period during which the reporting persons state there were no transactions in Empery Digital securities

Key Terms

Schedule 13D, pre-funded warrants, beneficially owned, advance notice bylaws, +1 more

5 terms

Schedule 13D regulatory

"If the filing person has previously filed a statement on Schedule 13G"

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.

pre-funded warrants financial

"2,146,395 pre-funded warrants reported as potentially exercisable in the press release"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

beneficially owned financial

"Aggregate amount beneficially owned by each reporting person 4,500,000.00"

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.

advance notice bylaws regulatory

"the purpose advance notice bylaws serve under Delaware law"

Advance notice bylaws are rules a company sets that require shareholders to tell the company ahead of time if they want to nominate board candidates or add items to the agenda for a shareholder meeting. Like an RSVP deadline for changes, they give the company time to review and organize submissions, and they matter to investors because they affect how easily activists or dissident shareholders can challenge management or influence company decisions.

memorandum opinion regulatory

"the Court issued a memorandum opinion (the "Decision") in connection with the litigation"

FAQ

How much of Empery Digital Inc. (EMPD) does ATG Capital Opportunities Fund report owning?

ATG Capital Opportunities Fund and related reporting persons report beneficial ownership of 4,500,000 shares of Empery Digital Inc. common stock, representing approximately 16.3% of the shares outstanding as of August 25, 2026, based on figures disclosed in an Empery Digital press release.

What share count did the EMPD Schedule 13D/A use to calculate ATG’s 16.3% ownership?

The filing uses 27,667,402 shares outstanding, derived as the difference between 29,813,797 shares outstanding and 2,146,395 pre-funded warrants reported as potentially exercisable in Empery Digital’s August 25, 2026 press release.

What did the court decide regarding ATG Fund’s nomination notice at Empery Digital (EMPD)?

A Delaware court memorandum opinion held that Empery Digital’s board lacked contractual grounds to reject ATG Fund’s nomination notice, that the rejection breached the bylaws and directors’ fiduciary duties, and that ATG Fund’s nominees may stand for election at Empery’s annual meeting.

Did ATG Capital report any recent trading in Empery Digital (EMPD) shares?

No. The Schedule 13D/A states that there have been no transactions in securities of Empery Digital Inc. by the reporting persons during the past 60 days.

Who are the reporting persons in the updated EMPD Schedule 13D/A?

The reporting persons are ATG Capital Opportunities Fund, ATG Capital Management LP, ATG Capital Management GP LLC, and Gabriel Gliksberg. Each may be deemed to beneficially own 4,500,000 shares, or about 16.3% of Empery Digital’s outstanding common stock.

What exhibit was added in this Amendment No. 7 to the EMPD Schedule 13D?

The amendment adds Exhibit 99.1, which is a Memorandum Opinion dated August 28, 2026. The filing states that the description of the decision is qualified in its entirety by reference to the full text of this opinion.

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

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Available on EDGAR 09/01/2026 - 05:00 PM Accepted by SEC EDGAR 09/01/2026 - 05:00 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. 7)

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)

08/28/2026

(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)

16.3 %

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)

16.3 %

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)

16.3 %

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)

16.3 %

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. 7 ("Amendment No. 7") 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 and April 6, 2026 (the "Schedule 13D"). Except as otherwise specified in this Amendment No. 7, all items in the Schedule 13D are unchanged. All capitalized terms used in this Amendment No. 7 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 August 28, 2026, the Court issued a memorandum opinion (the "Decision") in connection with the litigation initiated by the Complaint (the "Action"). The Decision addressed ATG Fund's claims that the Issuer's Board breached the Bylaws and breached its fiduciary duty in rejecting ATG Fund's Nomination Notice. In the Decision, the Court held that the Board "lacked contractual grounds to reject the Nomination Notice" and breached the Bylaws when it rejected ATG Fund's Nomination Notice. The Court also found that "the Board's reject[ion] [of] the Nomination Notice was inequitable and constituted a breach of the directors' fiduciary duties." The Decision expressly stated that "ATG [Fund]'s Nomination Notice is valid. ATG [Fund]'s nominees may stand for election at Empery's annual meeting." During the Action, the Defendants asserted that ATG Fund was required to disclose (a) a short position it held in certain Bitcoin ETFs (the "Bitcoin Short"), and (b) information concerning another stockholder, Tice Brown, as an alleged "participant" in ATG Fund's proxy campaign, in the Nomination Notice. The Defendants also asserted that ATG Fund was required to disclose the Bitcoin Short on its Schedule 13D filed on January 26, 2026, because ATG Fund stated that it might "engag[e] in short selling of or any hedging or similar transaction with respect to the Shares." The Court found that disclosure of the Bitcoin Short is not required under the Bylaws and that "ATG [Fund] could not fairly be expected to guess that the Board would interpret the Bylaws to require the disclosure of a Bitcoin short position." The Court held that the Defendants actions "reflect[] a misunderstanding of not only basic contract interpretation, but also the purpose advance notice bylaws serve under Delaware law." We believe that the Defendant's assertion that ATG Fund was required to disclose the Bitcoin Short on its Schedule 13D filing is also baseless, and that the January 26 Schedule 13D is accurate as the reference to "Shares," as defined therein, is to the Issuer's common stock and does not refer to hedging transactions in Bitcoin ETFs. As the Decision notes, ATG Fund previously held the Bitcoin Short. Given the Issuer's operational shift, ATG Fund has since closed out the Bitcoin Shorts and, as of the date hereof, no longer holds any short positions in Bitcoin ETFs. For the avoidance of doubt, other than its previously disclosed brief short sale of February 2026 call options, ATG Fund has never held short positions in any securities of the Issuer. In its post-trial brief, the Issuer asserted new allegations that Mr. Brown was a member of a "group" for the purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, and/or had agreements, arrangement or understandings with respect to the Issuer with ATG Fund. In the Decision, the Court found that "Mr. Brown is not a participant in ATG [Fund's] solicitation" and that ATG Fund was not required to include information concerning Mr. Brown in the Nomination Notice. The Court did not reach a decision regarding the Issuer's other claims regarding Mr. Brown raised in the post-trial brief. ATG Fund vigorously disputes these allegations. The foregoing description of the Decision does not purport to be complete and is qualified in its entirety by reference to the full text of the Decision, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.
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 27,667,402 Shares outstanding as of August 25, 2026, which is the difference obtained by subtracting (i) 2,146,395 pre-funded warrants reported as potentially exercisable in the press release issued by the Issuer on August 25, 2026 (the "Press Release"), from (ii) the 29,813,797 Shares outstanding as of August 25, 2026, as disclosed in the Press Release. As of the date hereof, ATG Fund directly beneficially owned 4,500,000 Shares, constituting approximately 16.3% of the Shares outstanding. As of the date hereof, ATG Management may be deemed to beneficially own 4,500,000 Shares, constituting approximately 16.3% of the Shares outstanding. As of the date hereof, ATG GP may be deemed to beneficially own 4,500,000 Shares, constituting approximately 16.3% of the Shares outstanding. As of the date hereof, Mr. Gliksberg may be deemed to beneficially own 4,500,000 Shares, constituting approximately 16.3% 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 during the past 60 days.
Item 7.	Material to be Filed as Exhibits.
	Item 7 is hereby amended to add the following exhibit: 99.1 - Memorandum Opinion, dated August 28, 2026.

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:	09/01/2026

ATG Capital Management LP

Signature:	/s/ Gabriel Gliksberg
Name/Title:	Gabriel Gliksberg, Managing Member of ATG Capital Management GP LLC, its general partner
Date:	09/01/2026

ATG Capital Management GP LLC

Signature:	/s/ Gabriel Gliksberg
Name/Title:	Gabriel Gliksberg, Managing Member
Date:	09/01/2026

Gabriel Gliksberg

Signature:	/s/ Gabriel Gliksberg
Name/Title:	Gabriel Gliksberg
Date:	09/01/2026