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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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SCHEDULE 13D/A 0001999371-26-002511 0001920194 XXXXXXXX LIVE 1 Common Stock, par value $0.00001 per share 02/23/2026 true 0001829794 92864V608 Empery Digital Inc. 3121 Eagles Nest Suite 120 Round Rock TX 78665 Tice Brown (917) 232-9377 PO Box 20907 New York NY 10009 0001920194 N Brown, Tice PF N X1 3242022.00 0.00 3242022.00 0.00 3242022.00 N 9.8 IN The aggregate beneficial ownership includes 580,000 shares underlying stock options that are exercisable within 60 days pursuant to Rule 13d-3(d)(1). The percentage of class is calculated based on 32,955,589 shares of Common Stock outstanding as of February 23, 2026, as reported by the Issuer in a Press Release dated February 23, 2026. Y Woodmont Investing LLC WC N DE 2721128.00 0.00 2721128.00 0.00 2721128.00 N 8.3 OO The aggregate beneficial ownership includes 580,000 shares underlying stock options that are exercisable within 60 days pursuant to Rule 13d-3(d)(1). The percentage of class is calculated based on 32,955,589 shares of Common Stock outstanding as of February 23, 2026, as reported by the Issuer in a Press Release dated February 23, 2026. Common Stock, par value $0.00001 per share Empery Digital Inc. 3121 Eagles Nest Suite 120 Round Rock TX 78665 This Amendment No. 1 to Schedule 13D (this "Amendment") amends and supplements the Schedule 13D filed on February 3, 2026, (the "Schedule 13D") relating to the shares of common stock, $0.00001 par value per share (the "Shares"), of Empery Digital Inc. (the "Issuer"), a Delaware corporation. Except as specifically provided herein, this Amendment does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings assigned to such terms in the Schedule 13D. The securities of the Issuer purchased by Woodmont Investing LLC were purchased with working capital. The aggregate purchase price of the Shares owned directly by Woodmont Investing LLC is approximately $14,131,839.77 including brokerage commissions. Tice Brown acquired all of his securities of the Issuer through open market transactions using his personal assets, and the aggregate purchase price of the Shares owned directly by Tice Brown, or through his Roth IRA, is $3,403,102.83. On February 23, 2026, Tice P. Brown delivered a letter to the Issuer's Board of Directors (the "Board"), attached hereto as Exhibit 99.1 (the "Board Letter"), regarding a proposal from Issuer management to purchase the Reporting Persons' shares for a purchase price equal to 100% of mNAV. The Issuer's draft stock purchase agreement contains standstill covenants for the Reporting Persons in connection with the repurchase. In addition, in the Board Letter Tice P. Brown reiterated his demand for (i) the immediate resignation of Chief Executive Officer Ryan Lane, (ii) the replacement of the Board, and (iii) the immediate sale of all bitcoin with proceeds returned to shareholders without delay. The aggregate percentage of Shares reported owned by the Reporting Persons is based upon 32,955,589 Shares outstanding as of February 23, 2026, which is the difference obtained by subtracting (i) 870,240 pre-funded warrants reported as potentially exercisable in the Company's Press Release dated February 23, 2026 (the "Press Release"), from (ii) the 33,825,829 Shares outstanding as of February 23, 2026, as disclosed in the Press Release. 2,721,128 of the 3,242,022 shares of Common Stock reported are held in Woodmont Investing LLC, a single member LLC wholly owned by Tice P. Brown, over which shares of Common Stock Tice P. Brown has the sole voting and dispositive power. 320,000 of the 3,242,022 shares of Common Stock reported are held in Tice P. Brown's Roth IRA, over which shares of Common Stock Tice P. Brown has the sole voting and dispositive power. 200,894 of the 3,242,022 shares of Common Stock reported are owned by Tice P. Brown directly. The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer that he or it does not directly own. Each Reporting Person disclaims beneficial ownership of the Shares that he or it does not directly own. The information set forth in Item 5(a) is incorporated into this Item 5(b). The transactions in the securities of the Issuer by the Reporting Persons since the filing of the initial Schedule 13D are set forth in Exhibit 99.2 and are incorporated herein by reference. All such transactions were effected in the open market unless otherwise indicated. 99.1 - Letter to the Board of Directors, dated February 23, 2026. 99.2 - Transactions in the Securities of the Issuer. Brown, Tice /s/ Tice P. Brown Tice P. Brown 02/23/2026 Woodmont Investing LLC /s/ Tice P. Brown Tice P. Brown / Managing Member 02/23/2026