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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
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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) |
02/26/2026 (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
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| 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: |
| ||||||||
| 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
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| 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: |
| ||||||||
| 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
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| 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: |
| ||||||||
| 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
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| 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
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 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
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| 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:
The following constitutes Amendment No. 4 to the Schedule 13D filed by the undersigned ("Amendment No. 4"). This Amendment No. 4 amends the Schedule 13D as specifically set forth herein. Unless otherwise defined herein, all capitalized terms used herein shall have the meanings given to them in the Schedule 13D. | ||
| Item 4. | Purpose of Transaction | |
Item 4 is hereby amended to add the following:
On February 26, 2026, ATG Fund delivered a notice to the Issuer (the "Nomination Notice") nominating a slate of nine highly qualified director candidates, consisting of Arati Batta, Ronald H. Davies, James C. Elbaor, Gabriel D. Gliksberg, Meredith S. Kirshenbaum, Aaron T. Morris, Christopher E. Novak, Heather A. Powers and Evan Ratner (collectively, the "Nominees"), for election to the Issuer's board of directors (the "Board") at the Issuer's 2026 annual meeting of stockholders (the "Annual Meeting").
Reference is made to the JFSA, the Indemnification Agreements and the Powers of Attorney (each as defined and described in Item 6 below) and incorporated herein by reference. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (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. 3 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:
On February 26, 2026, the Reporting Persons and the Nominees entered into a Joint Filing and Solicitation Agreement (the "JFSA") pursuant to which the parties agreed, among other things, (i) to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Company to the extent required by applicable law, (ii) to seeking representation on the Board at the Annual Meeting, (iii) to soliciting proxies for the election of certain persons nominated for election to the Board at the Annual Meeting (including the Nominees) (the "Solicitation"), (iv) that for so long as the Issuer's Rights Agreement, dated as of February 3, 2026, remains in effect, no party shall transact in securities of the Issuer without the prior written consent of ATG Fund and (v) that the Reporting Persons agreed to bear all pre-approved expenses incurred by the parties in connection with the Solicitation. A copy of the JFSA is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
ATG Management has signed separate letter agreements (the "Indemnification Letter Agreements") with each of the Nominees (other than Mr. Gliksberg) pursuant to which it and certain of its affiliates have agreed to indemnify such Nominees against certain claims arising from the Solicitation and any related transactions. For the avoidance of doubt, such indemnification does not apply to any claims made against such Nominees in his or her capacity as a director of the Issuer, if so elected. A form of the Indemnification Letter Agreement is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
Each of the Nominees (other than Mr. Gliksberg) has granted Mr. Gliksberg a power of attorney to execute certain SEC filings and other documents, as necessary, in connection with the solicitation of proxies at the Annual Meeting (collectively, the "Powers of Attorney"). A form of the Power of Attorney is attached hereto as Exhibit 99.3 and is incorporated herein by reference. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Item 7 is hereby amended to add the following exhibits:
99.1 - Joint Filing and Solicitation Agreement, dated February 26, 2026.
99.2 - Form of Indemnification Letter Agreement.
99.3 - Form of Power of Attorney. | ||
| 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.
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