Empery Digital Inc. Releases Amendment No. 1 to 2025 Annual Report: Key Details for Investors

Summary of Key Developments

• Amendment to 2025 Annual Report: Empery Digital Inc. has filed Amendment No. 1 to its 2025 Annual Report on Form 10-K/A. This amendment provides critical information that was previously omitted, including full disclosures for Items 10 through 14 of Part III, which typically cover corporate governance, executive compensation, security ownership, related party transactions, and principal accounting fees.
• New Certifications: The amendment contains fresh certifications by the principal executive and financial officers as required under Section 302 of the Sarbanes-Oxley Act, reflecting the company’s commitment to regulatory compliance.
• Updated Outstanding Shares: As of April 17, 2026, the company reports 27,667,402 shares of common stock outstanding. The aggregate market value of shares held by non-affiliates as of June 30, 2025, was \$3,709,736, based on NASDAQ closing prices.
• Corporate Governance Enhancements: The filing details robust corporate governance practices, including board oversight, director qualifications, and committee responsibilities, as well as policies on insider trading, hedging, and pledging of company securities.
• Executive and Director Compensation: The report provides granular details on executive compensation, including salary, bonuses, equity awards, and employment agreements for senior officers, particularly Chief Financial Officer Greg Endo.
• Security Ownership Disclosures: The amendment lists all major shareholders, including 5% holders, directors, and executive officers, offering insight into the company’s ownership structure.
• Equity Compensation Plan Status: The 2021 Stock Plan is fully allocated, with no remaining shares available for issuance. Outstanding option data and exercise prices are also provided.
• Audit Committee Oversight: Details are provided on audit committee responsibilities, including oversight of the external auditor, financial reporting, internal controls, and risk management (including cybersecurity).
• Related Party Transactions: The amendment describes material related party transactions since January 1, 2025.
• Regulatory Compliance: The company reports compliance with Section 16(a) reporting requirements, with minor exceptions due to SEC delays. All late filings pertained to director and officer appointments and option grants associated with a July 2025 private placement.

Potentially Price-Sensitive Information

• Amendment Filing Due to Proxy Statement Delay: The company did not file its definitive proxy statement within 120 days of fiscal year-end, requiring this amendment. This could indicate administrative challenges or changes in governance, which may attract regulatory scrutiny or investor attention.
• Significant Shareholder Changes: As of April 17, 2026, large holders include ATG Capital Opportunities Fund LP (16.26%), Anson Funds Management LP (16.25%), Tice Brown (12.08%), Empery Asset Management LP (10.59%), and Streeterville Capital LLC (6.62%). Any further changes in these holdings or in the number of outstanding shares could impact market perception and liquidity.
• Executive Compensation and New Agreements: CFO Greg Endo entered a new employment agreement in July 2025, with an annual salary of \$300,000, a \$150,000 signing bonus, and 747,005 stock options at a \$10.00 exercise price. All future bonuses for Mr. Endo are excluded under this agreement. Such compensation terms can influence investor sentiment regarding capital allocation and dilution risk.
• No Financial Restatements or Shell Company Status: The amendment confirms the company is not a shell company and did not file corrections to previously issued financial statements, mitigating concerns about underlying financial instability or restatement-driven volatility.
• Committee Structures and Independence: The board maintains three standing committees (Audit, Compensation, Nominating/Governance), all members of the Audit Committee are independent and financially literate, and three are “audit committee financial experts” under SEC rules. Strong governance and audit oversight may support investor confidence, especially in the wake of the amendment and proxy statement delay.
• Insider Trading, Hedging, and Pledging Policies: The company enforces strict policies against insider trading, hedging, and pledging of company shares, enhancing transparency and reducing risk of reputational damage from executive trading activity.
• No Option Awards Around Material Information Releases: The company asserts it does not grant stock options in anticipation of material nonpublic information or time disclosures to affect executive compensation. No such grants occurred around quarterly or annual filings in fiscal 2025.
• Equity Plan Fully Utilized: The 2021 Stock Plan is now fully allocated, with no shares remaining for future issuance, potentially limiting future equity-based compensation or capital raising unless a new plan is adopted.

Detailed Governance and Compliance Information

• Director Criteria and Selection: The Nominating and Governance Committee evaluates nominees based on leadership, judgment, ethics, willingness to devote time, related party transactions, fit with the board, and independence. It also annually reviews incumbent directors’ skills, service, and potential conflicts.
• Risk Management: The board and its committees receive regular updates on key risks, including cybersecurity, financial reporting, and internal controls. The Audit Committee oversees compliance, ethics, and conflict-of-interest policies.
• Shareholder Communication: Investors can contact the board via the Corporate Secretary, with all correspondence forwarded to the Chairman. The company emphasizes transparent dialogue with shareholders.
• Section 16(a) Compliance: All directors, officers, and 10% holders complied with Section 16(a) filings for the year, with exceptions due to SEC EDGAR code delays for certain new appointments and option grants.

Conclusion: Investor Takeaways

This amendment provides investors with a comprehensive update on Empery Digital Inc.’s governance, compensation, ownership, and compliance status. The delay in filing the proxy statement and the necessity of this amendment are notable events that may warrant investor attention. Robust governance, new executive compensation details, fully-utilized equity plans, and updates on major shareholders are all factors that could influence share value and investor confidence.

Investors should closely monitor any further filings or disclosures related to board or shareholder changes, executive compensation, or future equity compensation plans, as these could materially impact the company’s strategic direction and market performance.

Disclaimer: This article is a summary and interpretation of Empery Digital Inc.’s public SEC filings. It is not investment advice. Investors should conduct their own due diligence and consult with financial advisors before making any investment decisions.

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