EMPD News & Events

Empery Digital has received two separate notice of nominations from ATG Capital Management and Tice Brown informing the Company of their intent to nominate directors to Empery Digital's Board of Directors at the Company's 2026 Annual Meeting of Stockholders. The date for the Annual Meeting has not yet been announced. The Nominating and Corporate Governance Committee of Empery Digital's Board will review the notice of nomination in accordance with the Company's bylaws and with the assistance of its legal counsel. The Board will make its formal recommendations regarding director nominations in the Company's proxy statement, which will be filed with the Securities and Exchange Commission and mailed to stockholders eligible to vote at the 2026 Annual Meeting. Empery Digital issued a statement, which read in part, "Empery Digital is focused on executing its strategy and driving value for all shareholders. Since announcing its treasury strategy, a little more than six months ago, Empery Digital has undergone a major transformation and now operates a low cost, capital efficient and highly transparent bitcoin treasury. While Empery Digital has traded at a discount to NAV, management has consistently acted in the best interests of its shareholders by implementing the largest share repurchase program within the digital asset treasury sector. At this time, we believe repurchasing shares below NAV is the best way to achieve our stated goal of increasing Bitcoin per share, closing the NAV gap and maximizing shareholder value, as evidenced by the approximately 40% reduction in the NAV gap and nearly 3% increase in Bitcoin per share since January 29, 2026. The successful execution of the Company's strategy has resulted in an approximately 39% increase in Bitcoin per share since its last Bitcoin purchase on August 27, 2025.Empery Digital has attempted to engage constructively with both ATG Capital and Mr. Brown, as we do with all shareholders, and reach a resolution that avoided a costly and distracting proxy campaign. ATG has refused Empery Digital's efforts and Mr. Brown has resorted to issuing false and abusive personal public attacks on management. The escalation of these campaigns has forced the Company to spend shareholder resources to defend itself, ultimately harming shareholders by reducing the amount of funds available to execute the current strategy to repurchase shares below NAV. ATG Capital, who has not spoken to a single company director or executive, is attempting to take control of our company without appropriately compensating all shareholders, a demand that ATG Capital made privately when it first contacted Empery Digital's counsel in early February and that Empery Digital's Board rejected to protect the interests of all shareholders. To date, ATG Capital has declined the Company's requests for a meeting. In addition, Empery Digital's Board and management team have already thoroughly evaluated Mr. Brown's well-publicized demands and determined that the mathematical analysis does not support an immediate liquidation of the Company's entire Bitcoin portfolio and therefore is not in the best interests of all shareholders. In fact, Mr. Brown's preferred strategy would have prevented shareholders from realizing the benefit from these significant increases in Bitcoin per share and deprive them of additional exposure from future increases. Empery Digital is disappointed Mr. Brown continues to misrepresent and distort the facts to advance his self-serving campaign. Empery Digital is led by a management team with deep capital markets and asset management expertise and is overseen by a highly qualified, independent and experienced Board whose collective experience spans digital assets, financial innovation and complex regulatory environments. Empery Digital's Board believes it has exactly the right team and incentive structure in place to support value creation for shareholders by maximizing bitcoin per share."

Empery Digital announced an update on its previously authorized share repurchase program. As of February 6, 2026, the Company has repurchased 15,403,738 shares of its common stock under its $200 million share repurchase program, at an average purchase price per share of $6.71, including all fees and commissions. Following these repurchases, the current number of shares outstanding is 36,016,497, after giving effect to the potential exercise of 870,240 pre-funded warrants. During the week ending February 6, 2026, the Company sold 357.7 BTC for an average price of $67,907 per BTC, generating approximately $24 million of gross proceeds. In addition to funding share repurchases, management intends to allocate a portion of sale proceeds to partially repay outstanding debt to prudently manage risk and release collateral given the recent increased volatility in bitcoin. The Company currently holds 3,723.7 BTC in its treasury.

Empery Digital announced it has entered into an agreement with Venom EV to divest the Volcon brand in exchange for a non-dilutable 10% equity position in Venom's reorganized Delaware corporation. Empery Digital transferred all Volcon intellectual property, brand assets, and sales networks associated with the brand other than its eBike, the Brat. The company will have the right to appoint one director to Venom's board and will continue to finance Venom's inventory.

Additionally, the company's board of directors has approved an increase in the previously authorized share repurchase program to $150M. Management remains committed to increasing bitcoin per share for its shareholders through accretive share repurchases at prices below net asset value.