Empery Digital adopts poison pill after ATG Capital's rapid stake buildup; boosts buyback by $50M

Empery Digital Inc.

Rights plan triggered at 12.5% ownership (passive investors 20%); expires Feb 2, 2027.
ATG Capital disclosed over 10% stake in days after initial 5.6% filing on Jan 26.
Share repurchase program increased from $150M to $200M; $102M remains available.
As of Feb 2, 14.26M shares repurchased at avg $6.90/share.
Rights plan includes 'qualifying offer' exemption and no dead-hand features.

item 1.01 item 3.03 item 5.03 item 8.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Empery Digital Inc.: Filed Certificate of Designations designating Series A Preferred Stock in connection with adoption of Rights Agreement (effective 2026-02-03).

Change: charter amendment
Effective: 2026-02-03

Exact text from the filing

In connection with the adoption of the Rights Agreement, on February 3, 2026, the Company filed a Certificate of Designations designating Series A Preferred Stock with the Delaware Secretary of State.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Empery Digital Inc. entered into Rights Agreement with Computershare Trust Company, N.A. (effective 2026-02-03).

Action: entry
Counterparty: Computershare Trust Company, N.A.
Effective: 2026-02-03

Exact text from the filing

the Company entered into a Rights Agreement (the “Rights Agreement”), dated as of February 3, 2026, between the Company and Computershare Trust Company, N.A., as rights agent

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Empery Digital Inc. filing history →

Source: SEC EDGAR

accession 0001683168-26-000679

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