New insider Brown Tice claimed ownership of 2,662,022 shares (SEC Form 3)
$EMPD
| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 02/25/2026 |
3. Issuer Name and Ticker or Trading Symbol
Empery Digital Inc. [ EMPD ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock, par value $0.00001 per share(1)(2) | 520,894 | D | |
| Common Stock, par value $0.00001 per share(1)(2) | 2,141,128 | I | By Woodmont Investing LLC(1)(2) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Long Call Option (right to buy) | (3)(4) | 01/15/2027 | Common Stock, par value $0.00001 per share | 580,000 | $5 | I | By Woodmont Investing LLC(1)(2) |
| Short Call Option (obligation to sell) | (3)(4) | 01/15/2027 | Common Stock, par value $0.00001 per share | 580,000 | $10 | I | By Woodmont Investing LLC(1)(2) |
| Long Call Option (right to buy) | (3) | 05/15/2026 | Common Stock, par value $0.00001 per share | 100,000 | $2.99 | I | By Woodmont Investing LLC(1)(2) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. This Form 3 is filed jointly by Woodmont Investing LLC and Tice P. Brown (collectively, the "Reporting Persons"). Woodmont Investing LLC has the same business address as Mr. Brown and may be deemed to have a pecuniary interest in the securities reported on this Form 3 (the "Subject Securities"). The Reporting Persons collectively beneficially own over 10% of the Issuer's outstanding shares of Common Stock. Each Reporting Person disclaims beneficial ownership of the Subject Securities reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. |
| 2. Mr. Brown, as the managing member of Woodmont Investing LLC, may be deemed to beneficially own the securities owned directly by Woodmont Investing LLC. |
| 3. Such derivative securities are exercisable as of the date hereof and were immediately exercisable upon their acquisition. |
| 4. These options reflect a "call spread," a call equivalent position and single priced and printed transaction pursuant to which the Reporting Person simultaneously (1) purchased call option contracts representing a right to purchase shares of the issuer's common stock at $5.00 per share and (2) sold call option contracts representing an obligation to sell shares of the issuer's common stock at $10.00 per share. |
| /s/ Tice P. Brown | 03/06/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||