UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
| Filed by the Registrant ☒ |
| Filed by a Party other than the Registrant ☐ |
| Check the appropriate box: |
| ☐ Preliminary Proxy Statement |
| ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☐ Definitive Proxy Statement |
| ☒ Definitive Additional Materials |
| ☐ Soliciting Material Pursuant to §240.14a-12 |
|
Empery Digital Inc.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
|
| Payment of Filing Fee (Check the appropriate box): |
| ☒ No fee required. |
| ☐ Fee paid previously with preliminary materials. |
| ☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
T O O U R S H A R E H O L D E R S Investing In The AI Buildout VOTE the WHITE proxy card FOR all 9 of your Board's nominees Near - Term Cash Flow $ 65 M INVESTMENT FOR 25 % INTEREST 150 MW Midwest facility that is expected to be converted into a state - of - the - art AI data center upon execution of the triple net lease agreement with high investment grade counterparties currently under LOI. The lease is expected to produce net payments to Empery Digital of more than $440 million over the 15 - year term. Behind the Meter C A R D I NA L D A T A P O W E R $ 20 M INVESTMENT FOR 8 % INTEREST An inaugural behind the meter campus in West Texas, with generators secured for Phase I now contemplated to be 1.3 GW designed to deliver first power in 2027 and support expansion to more than 5 GW over time. Flexible Balance Sheet 1 , 1 4 4 B T C + $ 6 6 M C A S H A S O F S E P T E M B E R 1 5 , 2 0 2 6 Bitcoin holdings and cash provide flexibility to allocate capital where it creates the most value for shareholders by pursuing a growing pipeline of diversified data center investment opportunities. A N N U A L M E E T I N G O C T O B E R 1 4 , 2 0 2 6 Vote the WHITE proxy card FOR all 9 Empery Digital nominees today. STRATEGIC • DISCIPLINED • SHAREHOLDER ALIGNED LEARN MORE AT PROTECTEMPERY. COM ANNUAL MEETING • OCTOBER 14 , 2026 LEARN MORE AT PROTECTEMPERY. COM LAKE STREET CAPITAL MARKETS I N I T IA TE D BUY $6
Your Vote Is Extremely Important, No Matter How Many Shares You Own Locate the control number shown on the WHITE proxy card or WHITE voting instruction form included in this package and access the website indicated. Scan the QR code on your WHITE proxy card or WHITE voting instruction form included in this packet to vote via mobile phone . Whether or not you plan to attend the virtual Annual Meeting, we urge you to vote your shares by 11:59 p.m. ET on October 13, 2026 by one of the following ways: Internet Scan Mail Mark, sign and date your WHITE proxy card or WHITE voting instruction form included in this package and return it in the postage - paid envelope provided. Vote the WHITE proxy card FOR all 9 Empery Digital nominees today. Our Recommendation Please be careful to mark “ FOR ” for only Empery Digital’s 9 nominees – Ryan Lane, John Kim, Jonathan Foster, Adrian Solgaard, E. Taylor Robertson, Ian Read, Matthew Homer, Örn Ólason and Rohan Chauhan. DISCARD Any GOLD proxy card or other materials you may receive from ATG Capital. Q U E S T I O N S A B O U T V O T I N G Contact our proxy solicitor, Okapi Partners LLC — toll free (U.S. and Canada) (877) 839 - 1065 or info@okapipartners.com. ANNUAL MEETING • OCTOBER 14 , 2026 LEARN MORE AT PROTECTEMPERY. COM A N N U A L M E E T I N G O C T O B E R 1 4 , 2 0 2 6 EMPDFL32026