Empery Digital (EMPD) investor reports 13.7% stake in 4.5M shares

Rhea-AI Filing Summary

Empery Digital Inc. shareholder ATG Capital Opportunities Fund and related entities filed Amendment No. 3 to update their ownership information. They report beneficial ownership of 4,500,000 shares of common stock, representing 13.7% of Empery Digital’s outstanding shares.

The percentage is based on 32,955,589 shares outstanding as of February 20, 2026, calculated from a press release that noted 33,825,829 shares outstanding and 870,240 pre-funded warrants potentially exercisable. The amendment states the ownership change results solely from a decrease in total shares outstanding, and confirms there have been no transactions in the issuer’s securities by the reporting persons since Amendment No. 2.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

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)

02/23/2026

(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).

SCHEDULE 13D

CUSIP No. 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)

13.7 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 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)

13.7 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 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)

13.7 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 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)

13.7 %

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: 3121 EAGLES NEST, SUITE 120, ROUND ROCK, TEXAS , 78665.
Item 1 Comment: This Amendment No. 3 to the Schedule 13D is being filed due to a change in the percentage of the outstanding number of Shares owned by the Reporting Persons solely due to a decrease in the aggregate number of Shares outstanding and not due to any transaction by the Reporting Persons.
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 32,955,589 Shares outstanding as of February 20, 2026, which is the difference obtained by subtracting (i) 870,240 pre-funded warrants reported as potentially exercisable in the press release issued by the Company's Current Report on February 23, 2026 (the "Press Release"), from (ii) the 33,825,829 Shares outstanding as of February 20, 2026, as disclosed in the Press Release. As of the date hereof, ATG Fund directly beneficially owned 4,500,000 Shares, constituting approximately 13.7% of the Shares outstanding. As of the date hereof, ATG Management may be deemed to beneficially own 4,500,000 Shares, constituting approximately 13.7% of the Shares outstanding. As of the date hereof, ATG GP may be deemed to beneficially own 4,500,000 Shares, constituting approximately 13.7% of the Shares outstanding. As of the date hereof, Mr. Gliksberg may be deemed to beneficially own 4,500,000 Shares, constituting approximately 13.7% 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. 2 to the Schedule 13D.

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:	02/25/2026

ATG Capital Management LP

Signature:	/s/ Gabriel Gliksberg
Name/Title:	Gabriel Gliksberg, Managing Member of ATG Capital Management GP LLC, its general partner
Date:	02/25/2026

ATG Capital Management GP LLC

Signature:	/s/ Gabriel Gliksberg
Name/Title:	Gabriel Gliksberg, Managing Member
Date:	02/25/2026

Gabriel Gliksberg

Signature:	/s/ Gabriel Gliksberg
Name/Title:	Gabriel Gliksberg
Date:	02/25/2026

FAQ

What ownership stake in Empery Digital (EMPD) does ATG Capital report?

ATG Capital Opportunities Fund and related entities report beneficial ownership of 4,500,000 Empery Digital shares, which they state is approximately 13.7% of the outstanding common stock. This figure reflects their position as of the date of Amendment No. 3.

Why did ATG Capital file Amendment No. 3 for Empery Digital (EMPD)?

Amendment No. 3 was filed because the percentage of outstanding shares owned by the reporting persons changed solely due to a decrease in Empery Digital’s total shares outstanding. The filing specifies this change was not caused by any new transactions by the reporting persons.

How did the filing calculate Empery Digital’s outstanding shares for this 13D/A?

The filing bases ownership percentages on 32,955,589 shares outstanding as of February 20, 2026. This figure comes from subtracting 870,240 pre-funded warrants from 33,825,829 shares outstanding, both amounts described in a company press release dated February 23, 2026.

Did ATG Capital trade Empery Digital (EMPD) shares before this Schedule 13D/A amendment?

The amendment explicitly states there have been no transactions in Empery Digital securities by the reporting persons since the filing of Amendment No. 2. The updated percentages arise from changes in the issuer’s total outstanding shares, not from new buying or selling.

Who are the reporting persons in the Empery Digital (EMPD) Schedule 13D/A Amendment No. 3?

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 13.7% of Empery Digital’s outstanding common stock.

What voting and dispositive power do the reporting persons have over Empery Digital (EMPD) shares?

Each reporting person reports 0 shares with sole voting and dispositive power and 4,500,000 shares with shared voting and shared dispositive power. This indicates decisions over these shares are exercised jointly rather than individually by any single reporting person.