Activist investor Brown targets Empery Digital (EMPD) board with 10.4% stake

Rhea-AI Filing Summary

Tice P. Brown and his entity Woodmont Investing LLC filed Amendment No. 2 to a Schedule 13D for Empery Digital Inc., reporting a significant ownership position and an active push for board representation. Brown reports beneficial ownership of 3,342,022 shares, representing 10.4% of the common stock, based on 32,009,760 shares outstanding as of February 27, 2026. Of this, 2,821,128 shares are held through Woodmont, which itself reports 8.8% of the class, and the totals include 680,000 shares underlying stock options exercisable within 60 days. Purchases by Woodmont total about $14,279,863.52, while Brown’s direct and Roth IRA purchases total about $3,403,102.83, with some positions held in margin accounts.

On February 26, 2026, Brown sent a formal notice to Empery Digital stating his intent to nominate himself to the company’s board at the 2026 annual meeting (or any director election meeting). He argues this would add a director focused on protecting stockholder capital, improving accountability, and pursuing capital allocation steps to close what he describes as a disconnect between the company’s asset value and the market value of its equity, including prioritizing a prompt return of capital and maximizing value for all stockholders. The investors reserve the right to engage on potential governance, strategic, operational, capital allocation, or leadership changes, while stating that this amendment is not intended as a proxy solicitation.

Insights

Governance and activism analyst

Significant holder launches a self-nomination campaign for an Empery Digital board seat.

Tice P. Brown and Woodmont Investing LLC disclose a sizeable stake in Empery Digital, with Brown reporting 10.4% beneficial ownership and Woodmont reporting 8.8%. Purchases total roughly $14.28M for Woodmont and $3.40M for Brown personally and via his Roth IRA, indicating meaningful financial exposure.

The filing details a February 26, 2026 notice in which Brown seeks to nominate himself to the board at the 2026 annual meeting. His stated objectives include protecting shareholder capital, improving accountability, and addressing a perceived disconnect between Empery’s asset value and its equity market value by prioritizing capital return and maximizing value for all stockholders.

Brown and Woodmont also reserve the right to engage on governance, strategic, operational, capital allocation, or leadership matters, suggesting a potentially active role in corporate oversight. The actual impact will depend on how other shareholders respond to the nomination at the 2026 stockholder meeting and on any subsequent disclosures about engagement outcomes.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

Empery Digital Inc.

(Name of Issuer)

Common Stock, par value $0.00001 per share

(Title of Class of Securities)

92864V608

(CUSIP Number)

Tice Brown
PO Box 20907,
New York, NY, 10009
(917) 232-9377

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

02/25/2026

(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

Brown, Tice

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)

PF

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 3,342,022.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 3,342,022.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

3,342,022.00

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

Comment for Type of Reporting Person:

The aggregate beneficial ownership includes 680,000 shares underlying stock options that are exercisable within 60 days pursuant to Rule 13d-3(d)(1).

SCHEDULE 13D

CUSIP No. 92864V608

1

Name of reporting person

Woodmont Investing 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)

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 2,821,128.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 2,821,128.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

2,821,128.00

12

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

13

Percent of class represented by amount in Row (11)

8.8 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

The aggregate beneficial ownership includes 680,000 shares underlying stock options that are exercisable within 60 days pursuant to Rule 13d-3(d)(1).

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.00001 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. 2 to Schedule 13D (this "Amendment") amends and supplements the Schedule 13D filed on February 3, 2026 (the "Original Schedule 13D"), as amended by Amendment No. 1 to the Original Schedule 13D filed with the SEC on February 23, 2026 ("Amendment No. 1") relating to the shares of common stock, $0.00001 par value per share (the "Shares"), of Empery Digital Inc. (the "Issuer"), a Delaware corporation. The Original Schedule 13D, as amended by Amendment No. 1, is hereinafter referred to as the "Schedule 13D." Except as specifically provided herein, this Amendment does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings assigned to such terms in the Schedule 13D.
Item 3.	Source and Amount of Funds or Other Consideration
	The securities of the Issuer purchased by Woodmont Investing LLC were purchased with working capital. The aggregate purchase price of the Shares owned directly by Woodmont Investing LLC is approximately $14,279,863.52 including brokerage commissions. Tice Brown acquired all of his securities of the Issuer through open market transactions using his personal assets, and the aggregate purchase price of the Shares owned directly by Tice Brown, or through his Roth IRA, is $3,403,102.83, including brokerage commissions. The securities of the Issuer beneficially owned by the Reporting Persons are or may be held from time to time in margin accounts established with their respective brokers or banks, and a portion of the purchase price for the securities of the Issuer may have been obtained through margin borrowing. Common Stock positions held in margin accounts may be pledged as collateral security for the repayment of debit balances in the margin accounts.
Item 4.	Purpose of Transaction
	In accordance with the requirements of the Issuer's Bylaws, on February 26, 2026, Tice P. Brown mailed via overnight delivery to the Issuer a notice (the "Notice") of his intent to nominate himself for election to the Issuer's Board of Directors (the "Nomination") at the Issuer's 2026 annual meeting of stockholders (or any special meeting at which directors are to be elected). The Notice includes information required by the Issuer's Bylaws regarding Mr. Brown, his ownership of Issuer securities, and his proposed nomination, and it is accompanied by supporting documentation, including a completed nominee questionnaire and representation and agreement in the form provided by the Issuer. The Notice, together with this Amendment and the Reporting Persons' prior public filings and communications regarding the Issuer, provides the Board with substantial information regarding the Reporting Persons, the nominee, and the basis for the nomination. The Reporting Persons believe that the Nomination will provide stockholders with an opportunity to elect a director committed to protecting stockholders' capital, improving accountability, and pursuing capital allocation decisions designed to address the disconnect between the Issuer's asset value and the market value of its equity, including by prioritizing the prompt return of capital to stockholders and maximizing value for all stockholders. The Reporting Persons are attaching a copy of the Notice as Exhibit 99.1 hereto. The Reporting Persons reserve the right to engage with the Issuer and other stockholders regarding potential governance, strategic, operational, capital allocation, or leadership changes and to take such actions as they deem advisable, subject to applicable law. Nothing in this Amendment is intended to constitute the solicitation of any proxies by Mr. Brown in connection with any such nominations.
Item 5.	Interest in Securities of the Issuer
(a)	The aggregate percentage of Shares reported owned by the Reporting Persons is based upon 32,009,760 Shares outstanding as of February 27, 2026, which is the difference obtained by subtracting (i) 870,240 pre-funded warrants reported as potentially exercisable in the Issuer's Press Release dated February 23, 2026 from (ii) the 32,880,000 Shares outstanding as of February 27, 2026, as disclosed on the Issuer's website at https://www.emperydigital.com/treasury-dashboard. 2,821,128 of the 3,342,022 shares of Common Stock reported are held in Woodmont Investing LLC, a single member LLC wholly owned by Tice P. Brown, over which shares of Common Stock Tice P. Brown has the sole voting and dispositive power. 320,000 of the 3,342,022 shares of Common Stock reported are held in Tice P. Brown's Roth IRA, over which shares of Common Stock Tice P. Brown has the sole voting and dispositive power. 200,894 of the 3,342,022 shares of Common Stock reported are owned by Tice P. Brown directly. 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.
(b)	The information set forth in Item 5(a) is incorporated into this Item 5(b).
(c)	The transactions in the securities of the Issuer by the Reporting Persons since the filing of Amendment No. 1 are set forth in Exhibit 99.2 and are incorporated herein by reference. All such transactions were effected in the open market unless otherwise indicated.
Item 7.	Material to be Filed as Exhibits.
	99.1 - Notice of Nomination of Tice P. Brown, dated February 26, 2026. 99.2 - Transactions in the Securities of the Issuer.

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.

Brown, Tice

Signature:	/s/ Tice P. Brown
Name/Title:	Tice P. Brown
Date:	02/27/2026

Woodmont Investing LLC

Signature:	/s/ Tice P. Brown
Name/Title:	Tice P. Brown / Managing Member
Date:	02/27/2026

FAQ

How many Empery Digital (EMPD) shares does Tice P. Brown report owning?

Tice P. Brown reports beneficial ownership of 3,342,022 Empery Digital shares, representing 10.4% of the common stock. This total includes 680,000 shares underlying stock options that are exercisable within 60 days under Rule 13d-3(d)(1).

What is Woodmont Investing LLC’s stake in Empery Digital (EMPD)?

Woodmont Investing LLC reports beneficial ownership of 2,821,128 Empery Digital shares, representing 8.8% of the common stock. These shares are held with sole voting and dispositive power and are included within Brown’s overall reported beneficial ownership position.

How did Tice P. Brown and Woodmont finance their Empery Digital (EMPD) share purchases?

Woodmont Investing LLC purchased its Empery Digital shares using working capital, with an aggregate purchase price of about $14,279,863.52. Brown acquired his shares via open-market transactions using personal assets, totaling about $3,403,102.83, and some positions may be held in margin accounts.

What board-related action is Tice P. Brown taking at Empery Digital (EMPD)?

On February 26, 2026, Tice P. Brown sent a notice stating his intent to nominate himself for election to Empery Digital’s board at the 2026 annual meeting or any meeting where directors are elected, following the requirements of the company’s bylaws.

What are Tice P. Brown’s stated goals for Empery Digital (EMPD)?

Brown says his nomination would add a director focused on protecting stockholders’ capital, improving accountability, and addressing a perceived disconnect between asset value and equity market value, including prioritizing a prompt return of capital and maximizing value for all stockholders.

How is the Empery Digital (EMPD) ownership percentage in the Schedule 13D/A calculated?

The reported ownership percentages use 32,009,760 shares outstanding as of February 27, 2026, calculated by subtracting 870,240 pre-funded warrants from 32,880,000 shares outstanding disclosed on Empery Digital’s website treasury dashboard.

What additional materials are attached to this Empery Digital (EMPD) Schedule 13D/A amendment?

Two exhibits are listed: Exhibit 99.1, which is Brown’s Notice of Nomination dated February 26, 2026, and Exhibit 99.2, which details the Reporting Persons’ transactions in Empery Digital securities since the prior amendment.