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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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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
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| 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)
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| 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)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 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)
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| 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
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| 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)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 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)
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| 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
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| 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.
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