Empery Digital Inc.
For the period ended Jun 30, 2026. Filed Aug 7, 2026.
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Jun 30, 2026 · Filed Aug 7, 2026
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Legal Proceedings
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 and another stockholder submitted a nomination notice purportedly naming one candidate. On March 26, 2026, the Company sent each of these stockholders a letter notifying such stockholders that their respective purported nominations were invalid based on various matters and deficiencies identified in connection with the nomination notice.
The stockholder who named one candidate subsequently withdrew its nomination. On April 2, 2026, the other 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”). On July 20, 2026, the stockholder filed a supplemental complaint (collectively the “Complaints”). The Complaints allege, among other things, the following:
| · | the Board inappropriately rejected the stockholder’s director nominees; |
| · | the Company improperly made a dilutive issuance of common stock when the Company completed the March 2026 equity offering (the “March Equity Offering”) (see Note 9) with a stockholder who the complainant believes is aligned with the Board, which the stockholder believes will impact any proxy fight in the Company’s favor, and; |
| · | the Company’s Board improperly adopted the Stockholder Rights Plan with a 12.5% ownership trigger (see Note 9) in response to the rapid accumulation of the Company’s stock by this stockholder and; |
| · | the Board failed to reopen the nomination window following the Company’s June 30, 2026 announcement of the EMHU investment (see Note 3). |
The stockholder’s Complaint requests, among other items, that the Court find that (a) the defendants breached their fiduciary 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 and (e) reopen the nomination window and cease any further investments or selling of BTC.
The trial concluded on August 5, 2026, and the Court has not set a date for final closing briefs before the Court renders its verdict.
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