Empery Digital Inc. (NASDAQ: EMPD) today announced that its Board of Directors has determined that the nomination notices submitted by ATG Capital and Tice P. Brown in connection with the Company’s 2026 Annual Meeting of Stockholders are invalid and misleading and, therefore, each of their nominees are not eligible to stand for election at the 2026 Annual Meeting. The Company has delivered letters to ATG Capital and Brown that detail the extensive deficiencies in their nomination notices.
“Empery Digital’s bylaws,” read this morning’s news release, “are designed to protect the Company and all of its shareholders and plainly state the requirements that a shareholder must meet to validly nominate director candidates. The advance notice provisions of the Company’s bylaws are well-disclosed, readily available for review to all shareholders and consistent with the market standard for public companies.”
Consistent with its fiduciary duties and the Company’s bylaws, Empery Digital’s Board of Directors carefully reviewed the notices with the assistance of legal counsel and unanimously determined that the submissions failed to meet the requirements set forth in Empery Digital’s bylaws. Specifically, the Board determined that each of the submissions fails to comply with Section 2.5 of the bylaws.
In addition, by waiting until the very end of the nomination window to deliver their nomination notices, ATG Capital and Mr. Brown gave the Board insufficient time to review the notices and provide the shareholders with opportunities to cure the numerous defects in their notices.
EMPD began Friday trading down 17 cents, or 4.1%, to $4.00.
Tech Insider
