Empery Digital (EMPD) sees ATG Capital disclose 10.4% ownership stake

Rhea-AI Filing Summary

Empery Digital Inc. (EMPD) received an amended Schedule 13D filing from ATG Capital Opportunities Fund, ATG Capital Management, ATG Capital Management GP LLC and Gabriel Gliksberg. They report beneficial ownership of 3,503,437 common shares, representing approximately 10.4% of Empery Digital’s outstanding stock.

The filing states the fund purchased these shares using working capital, with an aggregate purchase price of about $16,847,148, including brokerage commissions. Positions may be held in margin accounts and pledged as collateral. All reporting persons may be deemed to share voting and dispositive power over the same 3,503,437 shares and each disclaims beneficial ownership of any shares not directly owned.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

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)

01/26/2026

(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 3,503,437.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,503,437.00

11

Aggregate amount beneficially owned by each reporting person

3,503,437.00

12

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

13

Percent of class represented by amount in Row (11)

10.4 %

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 3,503,437.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,503,437.00

11

Aggregate amount beneficially owned by each reporting person

3,503,437.00

12

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

13

Percent of class represented by amount in Row (11)

10.4 %

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 3,503,437.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,503,437.00

11

Aggregate amount beneficially owned by each reporting person

3,503,437.00

12

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

13

Percent of class represented by amount in Row (11)

10.4 %

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 3,503,437.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,503,437.00

11

Aggregate amount beneficially owned by each reporting person

3,503,437.00

12

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

13

Percent of class represented by amount in Row (11)

10.4 %

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 3.	Source and Amount of Funds or Other Consideration
	Item 3 is hereby amended and restated to read as follows: The securities of the Issuer purchased by ATG Fund were purchased with working capital, which may include borrowings under portfolio margin agreements with ATG Fund's custodians. Positions in the Shares may be held in margin accounts and may be pledged as collateral security for the repayment of debit balances in such accounts. Since other securities may be held in such margin accounts, it may not be possible to determine the amounts, if any, of margin used to purchase the Shares. The aggregate purchase price of the 3,503,437 Shares owned directly by ATG Fund is approximately $16,847,148, including brokerage commissions.
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 33,800,951 Shares outstanding as of December 5, 2025, which is the difference obtained by subtracting (i) 3,913,538 pre-funded warrants reported as potentially exercisable in the press release attached as Exhibit 99.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on December 8, 2025 (the "Press Release"), from (ii) the 37,714,489 Shares outstanding as of December 5, 2025, as disclosed in the Press Release. As of the date hereof, ATG Fund directly beneficially owned 3,503,437 Shares, constituting approximately 10.4% of the Shares outstanding. As of the date hereof, ATG Management may be deemed to beneficially own 3,503,437 Shares, constituting approximately 10.4% of the Shares outstanding. As of the date hereof, ATG GP may be deemed to beneficially own 3,503,437 Shares, constituting approximately 10.4% of the Shares outstanding. As of the date hereof, Mr. Gliksberg may be deemed to beneficially own 3,503,437 Shares, constituting approximately 10.4% 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: The transactions in the securities of the Issuer by the Reporting Persons since the filing of the Schedule 13D are set forth in Exhibit 1 and are incorporated herein by reference. All of such transactions were effected in the open market unless otherwise indicated.
Item 7.	Material to be Filed as Exhibits.
	Item 7 is hereby amended to add the following exhibit: 1 - Transactions in the Securities of the Issuer Since the Filing of 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:	01/28/2026

ATG Capital Management LP

Signature:	/s/ Gabriel Gliksberg
Name/Title:	Gabriel Gliksberg, Managing Member of ATG Capital Management GP LLC, its general partner
Date:	01/28/2026

ATG Capital Management GP LLC

Signature:	/s/ Gabriel Gliksberg
Name/Title:	Gabriel Gliksberg, Managing Member
Date:	01/28/2026

Gabriel Gliksberg

Signature:	/s/ Gabriel Gliksberg
Name/Title:	Gabriel Gliksberg
Date:	01/28/2026

FAQ

What does ATG Capital’s Schedule 13D/A reveal about Empery Digital (EMPD)?

The amended Schedule 13D shows ATG Capital Opportunities Fund and related entities holding 3,503,437 Empery Digital shares, about 10.4% of the company. The filing clarifies their shared voting and dispositive power and updates ownership details and transaction history through an attached exhibit.

How many Empery Digital (EMPD) shares does ATG Capital beneficially own?

ATG Capital Opportunities Fund directly beneficially owns 3,503,437 Empery Digital common shares. The same 3,503,437 shares are attributed for beneficial ownership purposes to ATG Capital Management, ATG Capital Management GP LLC, and Gabriel Gliksberg, each reflecting approximately 10.4% of Empery Digital’s outstanding common stock.

What percentage of Empery Digital’s stock is held by ATG Capital and affiliates?

ATG Capital Opportunities Fund and its affiliated entities report beneficial ownership of about 10.4% of Empery Digital’s outstanding common stock. This percentage is based on 33,800,951 shares outstanding as of December 5, 2025, as calculated using information from a company press release referenced in the filing.

How much did ATG Capital pay for its Empery Digital (EMPD) stake?

The filing states ATG Capital Opportunities Fund paid an aggregate purchase price of approximately $16,847,148 for 3,503,437 Empery Digital shares. This total includes brokerage commissions and reflects purchases made using the fund’s working capital, which may involve borrowings under portfolio margin agreements with its custodians.

How were ATG Capital’s Empery Digital shares financed and held?

The shares were purchased with ATG Capital Opportunities Fund’s working capital, which may include borrowings under portfolio margin agreements. Positions in Empery Digital shares may be held in margin accounts and can be pledged as collateral to secure debit balances, alongside other securities in those accounts.

Do all reporting persons in the ATG Capital Schedule 13D/A share control over EMPD shares?

The filing indicates ATG Capital Opportunities Fund, ATG Capital Management, ATG Capital Management GP LLC, and Gabriel Gliksberg may be deemed to share voting and dispositive power over 3,503,437 Empery Digital shares. Each reporting person, however, disclaims beneficial ownership of any Empery Digital securities not directly owned by that person or entity.