Empery Digital Invalidates Shareholder Nominations
Written by Emily J. Thompson, Senior Investment Analyst
Updated: 1 hour ago
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Should l Buy EMPD?
Source: stocktwits
- Invalid Nominations: Empery Digital's board unanimously determined that the nomination notices from ATG Capital and Tice P. Brown do not meet the company's bylaws, rendering their nominations invalid and impacting corporate governance.
- Annual Meeting Announcement: The company will announce the date for the 2026 annual meeting and file proxy materials with the U.S. Securities and Exchange Commission in due course, ensuring compliance and transparency.
- Legal Compliance Review: With legal counsel's assistance, the board found that the nomination notices failed to comply with Section 2.5 of the bylaws and were submitted at the end of the nomination window, leaving insufficient time for review and affecting shareholders' nomination rights.
- Market Reaction: Following the announcement, Empery Digital's shares fell 5%, reflecting market concerns over governance issues, with a total decline of 4% in 2026, indicating a cautious investor sentiment.
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About EMPD
Empery Digital Inc., formerly Volcon, Inc., is focused on the bitcoin treasury strategy with the goal of becoming a global aggregator of bitcoin. The Company holds approximately 4,018.36 Bitcoin (BTC). The Company is also engaged in the electric off-road power sports business. The Company sells Volcon electric two-wheeled E-Bikes and motorcycles, utility terrain vehicles, or UTVs, also known as side-by-sides, and golf carts, along with a line of upgrades and accessories. The Company's products include HF1, MN1, and Brat. The HF1 is Volcon's premier performance UTV. The VLCN MN1 has two models: the MN1 Adventurer, a golf cart-style product, which has four seats with a fold-down rear seat to accommodate light cargo, and the MN1 Tradesman, which has two seats with a dump bed for utility purposes. The Brat is a class 2 E-Bike and can be used on-road or off-road.
About the author

Emily J. Thompson
Emily J. Thompson, a Chartered Financial Analyst (CFA) with 12 years in investment research, graduated with honors from the Wharton School. Specializing in industrial and technology stocks, she provides in-depth analysis for Intellectia’s earnings and market brief reports.

Event Announcement: The article discusses the upcoming annual meeting for 2026, focusing on the nomination of candidates.
Organizational Context: It highlights the role of the organization, Empire Digital Inc., in facilitating this meeting and the importance of candidate nominations.
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- Invalid Nominations: Empery Digital's board unanimously determined that the nomination notices from ATG Capital and Tice P. Brown do not meet the company's bylaws, rendering their nominations invalid and impacting corporate governance.
- Annual Meeting Announcement: The company will announce the date for the 2026 annual meeting and file proxy materials with the U.S. Securities and Exchange Commission in due course, ensuring compliance and transparency.
- Legal Compliance Review: With legal counsel's assistance, the board found that the nomination notices failed to comply with Section 2.5 of the bylaws and were submitted at the end of the nomination window, leaving insufficient time for review and affecting shareholders' nomination rights.
- Market Reaction: Following the announcement, Empery Digital's shares fell 5%, reflecting market concerns over governance issues, with a total decline of 4% in 2026, indicating a cautious investor sentiment.
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- Capital Raise Overview: Empery Digital has entered into an agreement with an existing institutional investor to sell 4,638,219 shares of common stock and accompanying warrants at a price of $5.39 per share, representing a 3% premium to NAV, reflecting strong shareholder confidence in the company's long-term value creation.
- Debt Reduction Commitment: The company intends to use the net proceeds from this offering, along with cash on hand, to reduce outstanding debt by approximately $40 million, including full repayment of a $50 million repo facility and an incremental drawdown of $10 million on a $100 million credit facility, thereby optimizing its balance sheet and decreasing the discount to NAV.
- Share Repurchase Progress: As of March 20, 2026, the company has repurchased approximately 22.4 million shares under its $200 million repurchase program at an average price of $5.92 per share, resulting in a current outstanding share count of 33,706,370, demonstrating confidence in its stock value.
- Bitcoin Sales Proceeds: During the week ending March 20, 2026, the company sold 63 BTC at an average price of $72,791 per BTC, generating approximately $4.6 million in proceeds, which were used to fund share repurchases, further strengthening the company's capital structure.
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- Funding Initiative: Empery Digital announced a registered direct offering to raise approximately $25 million from an existing institutional investor, planning to sell about 4.64 million shares at a unit price of $5.39, representing 103% of net asset value at signing.
- Debt Reduction Strategy: The company intends to use the proceeds along with cash on hand to reduce outstanding debt by about $40 million, including repaying a $50 million repo facility, aiming to improve its financial health and lower financing costs.
- Share Buyback Progress: As of March 20, Empery Digital has repurchased approximately 22.4 million shares under its $200 million buyback program, reflecting the company's confidence in its stock value and commitment to shareholders.
- Bitcoin Transactions: The company sold 63 bitcoins during the week ended March 20 for about $4.6 million in gross proceeds and currently holds 3,439 bitcoins in its treasury, further diversifying its asset portfolio.
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- Director Nomination Notices: Empery Digital has received nominations from ATG Capital and Tice P. Brown for directors to be proposed at the 2026 Annual Meeting, indicating potential shifts in the company's governance structure despite the meeting date being unannounced.
- Annual Meeting Preparations: The Board will review the nomination notices in accordance with the company's bylaws and with legal counsel's assistance, ensuring transparency and compliance while safeguarding shareholder interests through formal recommendations in the proxy statement.
- Impact of Buyback Program: Since announcing its treasury strategy, Empery Digital has executed the largest share repurchase program in the digital asset sector, successfully reducing the NAV gap by approximately 40% and increasing Bitcoin per share by nearly 3%, demonstrating the company's commitment to enhancing shareholder value.
- Management-Shareholder Engagement: Despite the management's efforts to engage constructively with ATG Capital and Mr. Brown, the refusal to communicate has forced the company to allocate resources for self-defense, potentially impacting the execution of its strategy and the long-term interests of shareholders.
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Company Overview: Empyre Digital Inc. has received nomination notices from ATG Capital and Tice P. Brown, indicating potential recognition or awards.
Industry Context: The nominations suggest that Empyre Digital is gaining attention within its industry, possibly for its innovative contributions or performance.
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