Empery Digital Inc 8-K, filed Oct 19, 2026
Empery Digital Inc. (EMPD)
About this 8-K
Empery Digital Inc filed this 8-K on October 19, 2026, reporting on events of October 14, 2026.
On October 14, 2026, Empery Digital Inc. elected nine directors at its annual meeting, shareholders rejected the 2025 Equity Incentive Plan, and ratified MaloneBailey, LLP as auditor. On October 16, 2026, ATG filed a Section 225 action seeking to remove Ian Read. AI summary
Items reported
- Item 5.07: Shareholder vote results
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM
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CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): October 19, 2026 (
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
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| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On October 14, 2026, Empery Digital Inc. (“Empery Digital” or the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). Set forth below are the three proposals that were voted on at the Annual Meeting and the stockholder votes on each such proposal.
Set forth below are the matters voted upon at the Annual Meeting, which are more fully described in the Company’s definitive proxy statement in connection with the Annual Meeting, and the final voting results tabulated by the Company’s independent Inspector of Election, First Coast Results, Inc.
Proposal 1: Election of Directors
The nine directors elected at the Annual Meeting to serve for a one-year term ending at the 2027 annual meeting of stockholders are Rohan Chauhan, Jonathan Foster, Matthew Homer, John Kim, Ryan Lane, Aaron T. Morris, Ian Read, E. Taylor Robertson and Adrian Solgaard, by the following votes:
| For | Withhold | |
| Empery Digital Nominees | ||
| Rohan Chauhan | 16,286,710 | 9,396,502 |
| Jonathan Foster | 24,298,924 | 1,384,290 |
| Matthew Homer | 24,302,720 | 1,380,494 |
| John Kim | 24,352,078 | 1,331,136 |
| Ryan Lane | 15,132,809 | 10,553,780 |
| Orn Olason | 11,321,399 | 14,361,815 |
| Ian Read | 13,968,450 | 11,718,139 |
| E. Taylor Robertson | 24,351,048 | 1,332,166 |
| Adrian Solgaard | 23,575,684 | 2,107,529 |
| ATG Capital Management Nominees | ||
| James C. Elbaor | 11,318,841 | 14,364,355 |
| Gabriel D. Gliksberg | 11,668,802 | 14,017,769 |
| Meredith S Kirshenbaum | 9,400,011 | 16,283,186 |
| Aaron T. Morris | 14,344,659 | 11,338,538 |
Proposal 2: Approval of Empery Digital Inc. 2025 Equity Incentive Plan
The shareholders did not approve the adoption of the Empery Digital Inc. 2025 Equity Incentive Plan and 6,846,589 shares of common stock reserved for issuance under the 2025 Stock Plan, by the following votes:
| For | Against | Abstain |
| 8,897,192 | 11,798,429 | 4,991,973 |
Proposal 3: Ratification of the Appointment of Independent Auditors
The shareholders approved the ratification of the appointment of MaloneBailey, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 and the review of the Company’s quarterly financial statements for the fiscal quarters ending March 31, June 30 and September 30, 2027, by the following votes:
| For | Against | Abstain |
| 21,693,136 | 1,296,401 | 2,711,654 |
On October 16, 2026, ATG Capital Opportunities Fund LP (“ATG”) filed a Section 225 action under the Delaware General Corporate Law seeking to sterilize sufficient votes held by Empery Asset Management to remove Ian Read from the Board and replace him with Gabriel Gliksberg.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Empery Digital Inc. | ||
Date: October 19, 2026 |
/s/ Greg Endo |
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| Greg Endo | ||
| Chief Financial Officer |
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