ATG Capital Opportunities Fund LP → Empery Digital Inc. EMPD

Item 4 is hereby amended to add the following: On April 2, 2026, ATG Fund filed a Verified Complaint (the "Complaint") in the Court of Chancery of the State of Delaware (the "Court"), seeking declaratory and injunctive relief against (i) Co-Chief Executive Officer and Chairman of the Issuer's Board Ryan Lane, Co-Chief Executive Officer and director John Kim, and directors Jonathan P. Foster, Adrian Solgaard, Orn Olason, Rohan Chauhan, Matthew Homer and Ian Read (together, the "Director Defendants") and (ii) the Issuer, as nominal defendant (together with the Director Defendants, the "Defendants"). The Complaint alleges, among other items, that the Defendant Directors have violated their fiduciary duties to stockholders in connection with the Issuer's (x) entrance into that certain securities purchase agreement dated March 23, 2026 (the "SPA") and the issuance of 2,558,422 Shares and 2,079,797 pre-funded warrants thereunder (the "March Issuance"), (y) contention that ATG Fund's Nomination Notice of an alternative slate of director candidates was deficient under the Issuer's Third Amended and Restated Bylaws (the "Bylaws"), and (z) disclosure to the public regarding the Issuer's alleged rejection of ATG Fund's Nomination Notice. As discussed in detail in the Complaint, ATG Fund believes that the Director Defendants have violated their fiduciary duties to stockholders and the Issuer by adopting unreasonable, entrenchment-driven defensive measures to interfere with the stockholder franchise. ATG Fund is seeking an order from the Court providing the following relief, among other items: o declarations that the Director Defendants have each breached their fiduciary duties of loyalty; o enjoining Defendants from enforcing or relying upon the shareholder rights plan, the accelerated share repurchase program, the March Issuance, or the rejection of ATG Fund's Nomination Notice; o declaring that ATG Fund's Nomination Notice satisfied the Issuer's Bylaws (or, in the alternative, declaring that the nomination period will reopen ahead of the Annual Meeting); o declaring and decreeing that the shares issued in connection with the March Issuance may not vote at the Annual Meeting; o declaring and decreeing that the Director Defendants have each breached their fiduciary duties of disclosure; and o enjoining Defendant's from soliciting proxies until such time as they make corrective disclosures. The foregoing description of the Complaint does not purport to be complete and is qualified in its entirety by reference to the full text of the Complaint, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.