A major shareholder in Empery Digital has called on the company to abandon its Bitcoin-centric strategy, sell its digital asset holdings and return the proceeds to investors, along with demanding the resignation of the CEO and the entire board of directors.
In a letter to the company’s board on Monday, Tice P. Brown, who is the beneficial owner of roughly 9.8% of Empery Digital’s outstanding shares, accused management of entrenching themselves at shareholders’ expense.
Brown said that Empery Digital’s leadership privately approached him on Feb. 18 with an offer to repurchase all of his shares at a price equal to 100% of their market net asset value (mNAV), which he called “a large premium to prevailing market valuations.” He declined the proposal, saying it was designed to preserve management’s positions rather than return capital to shareholders.
Brown previously criticized the company’s capital allocation decisions, particularly its governance and buyback strategy, and urged a complete pivot away from its Bitcoin (BTC) strategy.
In response to Brown’s recent letter demanding both the Bitcoin sale and the immediate resignation of CEO Ryan Lane and the entire board, Empery Digital said the dissident investor “continues to misrepresent and distort the facts to further his self-serving campaign.”
In its statement, the company pushed back on Brown’s characterization of events, saying: “Mr. Brown intimated his interest in having his shares repurchased by the company but initially demanded a significant premium to NAV. Management attempted to reach an agreement with Mr. Brown as it believed such an agreement would be in the best interests of the Company and all its shareholders.”
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Empery Digital’s Bitcoin gambit could be upended
The revolt by a major shareholder highlights mounting tensions around Empery Digital’s business model, which is built on accumulating and holding Bitcoin as its principal asset. A push to liquidate that stash could upend the strategy and reshape investor expectations of the company’s value.
Empery Digital, formerly known as Volcon, began as an electric power sporting goods company producing electric off-road vehicles and related products. It pivoted to a Bitcoin-centric corporate treasury strategy in mid-2025, adopting the new focus with the stated goal of becoming a Bitcoin aggregator.
Since then, Empery has accumulated 4,081 BTC, making it one of the top 25 publicly traded Bitcoin holders globally.
Digital asset treasuries have come under pressure as crypto prices have retraced and equity valuations across the sector have compressed.
Analysts at Standard Chartered recently warned that the sustainability of many crypto treasury companies hinges on their ability to maintain a premium valuation relative to their underlying Bitcoin holdings, commonly measured by market net asset value. That premium has become increasingly difficult to sustain amid current market conditions.
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