ISS Recommends Stockholders Withhold Support from Empery Digital Board

MIAMI, Sept. 25, 2026 /CourierPR/ -- Leading independent proxy advisory firm ISS has recommended that stockholders of Empery Digital Inc. (Nasdaq: EMPD) withhold support from incumbent directors and vote against the company’s equity incentive plan at the upcoming Annual Meeting on October 14, 2026.

ATG Capital, which is the beneficial owner of 4,500,000 shares, or more than 16%, of Empery Digital Inc., has urged stockholders to vote in favor of its four independent, qualified nominees: James C. Elbaor, Gabriel D. Gliksberg, Meredith S. Kirshenbaum, and Aaron T. Morris. The company claims that the board's actions in rejecting the dissident nominations were improper and that the board's functioning has been subpar.

ISS's report, dated September 24, 2026, states that the board's rejection of ATG Capital's nominations was based on a “kitchen sink” approach, involving four categories, 27 subcategories, and a total of 19 alleged deficiencies with the dissident's nominee questionnaires. The report further highlights that the board's actions, including the invalidation of the dissident's nomination, have raised concerns about the board's ability to function effectively.

The report also points out several instances where the company's shareholder communications could have been more complete. For example, on March 23, 2026, Empery Digital announced a registered direct offering, which was intended to reduce its debt. However, the company had previously stated that it had adequate cash to maintain appropriate leverage ratios and would use existing cash balances to fund future share repurchases and potentially repay additional portions of outstanding borrowings. The contradictions among these statements are evident, according to ISS.

Additionally, the report notes that the company's original offer to appoint one dissident nominee to the board, which occurred in April 2026, was not included in the board's Background of the Solicitation section of its proxy statement. The report also criticizes the board's statements regarding related party transactions, which were listed in the company's annual proxy materials and amendments to its 10-K report but were not always correct.

The press release concludes by urging stockholders to vote FOR ATG Capital’s four nominees and NOT to vote for the incumbent directors Rohan Chauhan, Ryan Lane, Orn Olason, or Ian Read.