Activist ATG Capital Sues Empery Digital Board Over Dilutive Offering, Poison Pill, and Nomination Rejection

summarizeSummary

Activist investor ATG Capital, holding 15.6% of Empery Digital, has filed a lawsuit against the company's board, alleging breaches of fiduciary duty related to a recent stock issuance, a poison pill, accelerated share repurchases, and the rejection of ATG's director nominations.

check_boxKey Events

• Lawsuit Filed Against Board

  Activist investor ATG Capital filed a Verified Complaint in the Delaware Court of Chancery on April 2, 2026, against Empery Digital's Co-CEOs and directors.

• Allegations of Fiduciary Duty Breach

  The lawsuit alleges the board breached its fiduciary duties by adopting entrenchment-driven defensive measures and interfering with stockholder franchise.

• Challenging Recent Capital Raise

  ATG claims the March 23, 2026, $25 million registered direct offering (March Issuance) was a "sweetheart deal" for a hand-picked investor, effectively priced at a deep discount when factoring in warrants, despite the company's public statements of a premium.

• Seeking Injunctive Relief

  ATG is seeking court orders to enjoin the board from enforcing the poison pill, the accelerated share repurchase program, the March Issuance, and the rejection of ATG's director nominations, and to prevent the March Issuance shares from voting.

auto_awesomeAnalysis

This Schedule 13D/A reveals a significant escalation in the ongoing activist campaign by ATG Capital against Empery Digital's board. Following previous disclosures of ATG's proxy fight and the board's rejection of nominations, ATG has now filed a Verified Complaint in the Delaware Court of Chancery. The lawsuit challenges multiple critical board actions, including the recent $25 million registered direct offering (which ATG alleges was a "sweetheart deal" at a deep discount despite company claims of a premium), the adoption of a poison pill, an accelerated share repurchase program, and the board's rejection of ATG's slate of director nominees. ATG is seeking injunctive relief to prevent these actions from influencing the upcoming annual meeting and to ensure a fair election. This legal battle introduces substantial uncertainty regarding the company's governance, the validity of recent capital raises, and the outcome of the proxy contest, signaling a prolonged and contentious struggle for control.