Empery Digital Inc.

ITEM 1. LEGAL PROCEEDINGS

On February 26, 2026, a stockholder submitted a nomination notice purportedly naming nine candidates for election to the Company’s Board. On March 26, 2026, the Company sent this stockholder a letter notifying such stockholder that its purported nominations were invalid based on various matters and deficiencies identified in connection with the nomination notice.

On April 2, 2026, this stockholder filed a complaint with the Court of Chancery of the State of Delaware (the “Court”) against the Company and its Board alleging that the Company’s Board took actions to reject the stockholder’s purported nominations in breach of their fiduciary duties (the “Complaint”). The Complaint alleges, among other things, the following:

The stockholder’s Complaint requests, among other items, that the Court find that (a) the defendants breached their financial duties, (b) undo the Company’s rejection of the stockholder’s nominations for the Company’s Board so that the stockholder’s nominees can be included on the ballot for potential election at the Company’s upcoming 2026 annual meeting, (c) prohibit holders of shares issued in connection with March Equity Offering from being eligible to vote such shares for directors at the Company’s upcoming 2026 annual meeting, and (d) award damages and other monetary relief for the harm caused by the March 2026 equity issuance, together with pre-judgment and post-judgment interest.

Discovery for this matter has begun and a tentative trial date has been scheduled to start on June 30, 2026. The Company intends to vigorously defend itself and the Board against the Complaint for the benefit of the stockholders.

From time to time in the ordinary course of our business, we may be involved in other legal proceedings, the outcomes of which may not be determinable. The results of litigation are inherently unpredictable. Any claims against us, whether meritorious or not, could be time consuming, result in costly litigation, require significant amounts of management time and result in diversion of significant resources. We are not able to estimate an aggregate amount or range of reasonably possible losses for those legal matters for which losses are not probable and estimable. We have insurance policies covering potential losses where such coverage is cost effective.