Slide 1: The Case for Board Change at Empery Digital Inc.
The Case for Board Change at Empery Digital Inc. ATG Capital Management LP · Beneficial owner of 4,500,000 shares (~16.0%) 2026 Annual Meeting of Stockholders · October 14, 2026 · Record date: September 2, 2026 SEEKING MEANINGFUL BOARD REFRESHMENT OF 4 OF 9 DIRECTORS
Slide 2: Disclaimer
Disclaimer The materials contained herein (the “Materials”) represent the opinions of ATG Capital Opportunities Fund LP (“ATG Fund”) and the other participants named in their proxy solicitation (collectively, “ATG” or “we”) and are based on publicly available information with respect to Empery Digit
Slide 3: About ATG Capital Management LP
About ATG Capital Management LP (“ATG Capital”) A concentrated, governance-focused investor — not an event-driven trader. The firm Alignment at Empery Digital • 4,500,000 shares acquired in the open market between January and February • Privately held investment firm founded by Gabriel "Gabi" D. Gli
Slide 4: The Record: ATG Capital Engages, Stockholders Benefit
The Record: ATG Capital Engages, Stockholders Benefit Select prior engagements on the same themes: Board accountability, corporate governance improvements, and closing the gap between price and asset value. COMPANY ATG'S THESIS AND PROPOSAL OUTCOME Sought declassification of the board in 2021 throug
Slide 5: The Ask
The Ask Meaningful board refreshment of four independent directors to provide fresh perspectives and accountability in the boardroom. 4 of 9 5 ~16.0% Director nominees Company nominees unopposed ATG ownership Elbaor · Gliksberg · Kirshenbaum · Morris Kim · Homer · Foster · Solgaard · Robertson 4,500
Slide 6: Executive Summary
Executive Summary SECTION ONE — VALUE DESTRUCTION UNDER THE CURRENT BOARD SECTION TWO — WHY THIS BOARD WILL NOT FIX IT 1 Severe value destruction since the July 2025 pivot 4 A Delaware court has found a fiduciary breach Shares priced at $10.00 in the private placement have now closed at $2.97 on On
Slide 7: Value Destruction Under the Current Board
SECTION ONE Value Destruction Under the Current Board Performance since the July 2025 private placement that reconstituted this Board.
Slide 8: Empery Digital Today
Empery Digital Today Principally a non-operating balance sheet vehicle with a nine-member board and three strategies in fourteen months. Formerly Volcon, Inc. — powersports manufacturer July 2025 $500M private placement; pivot to a bitcoin treasury strategy June–July 2026 Pivot again — $65M for a 25
Slide 9: Share Price Since the Private Placement
Share Price Since the Private Placement Every market close from July 30, 2025 to September 14, 2026 — the full tenure of the Board as reconstituted after the 2025 private placement. $12.00 $10.00 $10.57 As of close on July 30, 2025 $8.00 $2.97 $6.00 $4.00 As of close on September 14, 2026 $2.00 $0.0
Slide 10: The Financial Record
The Financial Record Losses of a scale the balance sheet is unlikely to absorb $128.4M $305,721 $106.3M H1 2026 net loss H1 2026 revenue Loss on digital assets Against $6.4M in the prior-year period With a slightly negative gross margin First six months of 2026 Where the money went The resulting bal
Slide 11: A Persistent Discount to Net Asset Value
A Persistent Discount to Net Asset Value The Company’s shares have traded at a consistent discount to its net assets since August 2025 $12.00 100% No NAV disclosure $10.00 Of days on which a NAV has been $8.00 disclosed in 2026, the shares traded at a discount (ATG calculation) $6.00 $4.00 Data sour
Slide 12: The Discount Widened After the Pivot
The Discount Widened After the Pivot On June 30, 2026 — the day the data center strategy was announced — the Company stopped publishing its treasury dashboard. 45% 39.3% Even by August 25, when NAV rose, the price fell 40% 37.7% • NAV per share: $4.12 to $4.83, up 17.2% 35% • Share price: $3.56 to $
Slide 13: Treasury Execution and Leverage
Treasury Execution and Leverage ATG’s objection has never been to bitcoin. It is to borrowing against it. Leverage on a volatile asset Bitcoin fell. The stock fell twice as far. • As of August 25, 2026, EMPD had $35.0M of outstanding debt secured by • Bitcoin: the Company's average cost of $117,517
Slide 14: The Plan Vote and the Director Vote Are the Same Vote
The Plan Vote and the Director Vote Are the Same Vote Proposal 2 is not a merely compensation question, it is the clear test of whether this Board can put stockholders first and ATG believes the Board has failed this test. 6,846,589 76.4% 80% Treated as vested Shares requested Already promised to in
Slide 15: Why This Board Will Not Fix It
SECTION TWO Why This Board Will Not Fix It A record of defensive and entrenching actions, a judicial finding breach of fiduciary duties, and an apparent disregard for proper corporate governance.
Slide 16: A Defensive Pattern, Not an Outlier
A Defensive Pattern, Not an Outlier Defensive measures, litigation, and insider accumulation all in sequence. ATG believes this pattern shows the Board’s true intent: entrenchment. Jan 26 Feb 3 Feb 26 Mar 23 Mar 26 ATG files 13D at 5.6%; builds to Board adopts a rights plan (the ATG Fund delivers it
Slide 17: What the Court Found
What the Court Found Post-trial Memorandum Opinion, August 28, 2026 — Vice Chancellor Lori W. Will. “It is the fundamental right of the stockholders — not the directors — to select the individuals who will determine the strategic direction of the company.” The Board’s Rejection of ATG Fund’s Each Re
Slide 18: Why the Ruling Matters to This Vote
Why the Ruling Matters to This Vote A judicial finding of fiduciary duty breach is a governance fact. 1 Stockholders nearly lost the choice entirely Absent litigation this would have been an uncontested election, with no A significant decision for stockholder franchise alternative slate to the incum
Slide 19: Empery Asset Management: Whose Company Is This?
Empery Asset Management: Whose Company Is This? EAM is a hedge fund founded by Ryan Lane, EMPD’s Chairman and Co-CEO; EAM also shares EMPD’s rent, its people and its lawyers with the public company. in fees incurred through July 31, 2026 from a law firm at which the relationship partner is the broth
Slide 20: What This Board Knew
What This Board Knew Sworn testimony from the Company's own directors and officers. The Board and Audit Committee were not made aware of the related party transaction The governance chair who did not know he was chair On the hiring of the law firm where the Chairman and Co-CEO's brother-in-law is a
Slide 21: Why ATG Opposes Certain Directors
Why ATG Opposes Certain Directors 3 of the 4 have never stood for election by Empery Digital stockholders. ✕ Ryan Lane Chairman and Co-Chief Executive Officer ✕ Ian Read Chair, Nominating and Corporate Governance Committee • Every related-party arrangement in this record runs back to Lane: the share
Slide 22: Why ATG Opposes Certain Directors
Why ATG Opposes Certain Directors Neither has held a public company board seat before joining this Board. ✕ Rohan Chauhan Director ✕ Orn Ólason Director • Participated in the unanimous Board decision to reject ATG Fund's nomination • Participated in the unanimous Board decision to reject ATG Fund's
Slide 23: The Cost of the Contest
The Cost of the Contest What stockholders have paid to defend conduct a court has found inequitable. $22.5M ~$0.80 ~27% Estimated total Company cost of this contest Per share outstanding Of the Company's market capitalization today Of which roughly $20.5M is already incurred Against the $2.97 close
Slide 24: The Remedy
SECTION THREE The Remedy A refreshed Board with four independent directors, a defined agenda, and continuity from a majority of continuing directors.
Slide 25: The ATG Nominees
The ATG Nominees Four independent candidates, none with any role or involvement in the July 2025 private placement. James C. Elbaor Gabriel “Gabi” D. Gliksberg Meredith S. Kirshenbaum Aaron T. Morris Finance, accounting and investment expertise, Closed-end fund and investment trust governance Legal
Slide 26: Skills and Experience
Skills and Experience Assessed from public filings. ATG NOMINEES OPPOSED INCUMBENTS Elbaor Gliksberg Kirshenbaum Morris Lane Read Chauhan Ólason Independent of the July 2025 private placement ✓ ✓ ✓ ✓ ✕ ✕ ✕ — Shareholder-first record on behalf of outside holders ✓ ✓ ✓ ✓ ✕ ✕ ✕ ✕ Corporate governance a
Slide 27: What ATG's Nominees Would Pursue
What ATG’s Nominees Would Pursue Our independent directors would work collaboratively with the Board to ensure alternatives are fully and meaningfully evaluated on the record. Four directors cannot direct strategy; however, our nominees intend to work towards the following measures with the full Boa
Slide 28: Setting the Record Straight
Setting the Record Straight COMPANY CLAIM* ATG'S RESPONSE ATG was seeking control. Given the Company’s operational pivot, ATG withdrew five nominees on September 4 and now seeks four of nine seats, with five Company nominees unopposed. This is now a minority slate. Empery Digital DEFA14A, September
Slide 29: Our Request
Our Request Proposal 1 FOR the four ATG nominees Elbaor · Gliksberg · Kirshenbaum · Morris Proposal 1 FOR the five unopposed Company nominees Kim · Homer · Foster · Solgaard · Robertson Proposal 2 AGAINST the 2025 Equity Incentive Plan Dilution and vesting disconnected from performance Proposal 3 FO
Slide 30: Supporting Detail
APPENDIX Supporting Detail Methodology and chronology. 30
Slide 31: Appendix: Chronology
Appendix: Chronology Selected events, January to September 2026. Jan 26 ATG files Schedule 13D disclosing 5.6%; builds to 12.3% by Feb 4 Feb 3 Board adopts the Poison Pill with a 12.5% trigger Feb 26 ATG Fund delivers its nomination notice naming nine candidates Mar 23 Company prices a ~$25M registe