Major Shareholder Calls for Empery Digital’s Leadership Overthrow and Bitcoin Liquidation

In a stunning corporate showdown, Empery Digital is facing a full-scale shareholder revolt that could completely upend its Bitcoin-focused business model. Tice P. Brown, a major stakeholder controlling nearly 10% of the company’s outstanding shares, has launched an aggressive campaign demanding the immediate resignation of CEO Ryan Lane and the entire board of directors, while simultaneously calling for the liquidation of the company’s substantial Bitcoin holdings.

The Battle Lines Are Drawn

The conflict erupted when Brown published a scathing letter to Empery Digital’s board on Monday, accusing the current leadership of “entrenching themselves at shareholders’ expense.” According to Brown, who owns approximately 9.8% of Empery Digital’s shares, management attempted to buy him out at a premium price—offering 100% of the company’s market net asset value (mNAV)—in what he describes as a transparent attempt to silence dissent and preserve their positions.

“I declined the proposal because it was designed to preserve management’s positions rather than return capital to shareholders,” Brown stated in his letter, characterizing the offer as both inadequate and self-serving.

The timing of this confrontation is particularly significant given the broader market context. Digital asset treasuries have been under increasing pressure as cryptocurrency prices have retreated from their peaks, and equity valuations across the sector have compressed dramatically. Standard Chartered analysts recently warned that the sustainability of many crypto treasury companies hinges on their ability to maintain premium valuations relative to their underlying Bitcoin holdings—a metric that has become increasingly difficult to sustain amid current market conditions.

Empery Digital’s Bitcoin Gambit

Empery Digital’s journey to becoming a Bitcoin-centric company represents one of the more dramatic corporate pivots in recent memory. Originally founded as Volcon, the company began as an electric power sporting goods manufacturer producing electric off-road vehicles and related products. However, in mid-2025, the company executed a complete strategic transformation, abandoning its manufacturing roots to pursue a Bitcoin aggregation strategy.

Since making this pivot, Empery Digital has accumulated an impressive 4,081 BTC, positioning itself among the top 25 publicly traded companies globally in terms of Bitcoin holdings. The bulk of these acquisitions occurred during the summer of 2025, representing a massive capital commitment to the cryptocurrency.

This strategy was predicated on the belief that holding Bitcoin would create shareholder value through both appreciation of the underlying asset and the potential for premium valuations that crypto-focused companies often command in public markets. However, the recent market downturn has exposed the vulnerabilities in this approach, with many digital asset treasury companies seeing their stock prices trade at or below their Bitcoin net asset values.

Management Pushes Back

Empery Digital’s leadership has not taken these accusations lying down. In a forceful response, the company accused Brown of “misrepresenting and distorting the facts to further his self-serving campaign.” The company’s statement directly contradicts Brown’s characterization of events, claiming that “Mr. Brown intimated his interest in having his shares repurchased by the company but initially demanded a significant premium to NAV.”

Management maintains that their attempted negotiations with Brown were conducted in good faith and with the best interests of all shareholders in mind. “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,” the statement read, framing the buyback discussions as a legitimate attempt to address a major shareholder’s concerns rather than a defensive maneuver.

The company has defended its Bitcoin strategy as visionary and necessary for long-term value creation, arguing that Brown’s demands for liquidation would destroy shareholder value by forcing the sale of assets at what could be depressed prices during a market downturn.

The Stakes Could Not Be Higher

This confrontation represents far more than a typical disagreement between management and a large shareholder. The demands for CEO and board resignations, combined with the call to liquidate the company’s entire Bitcoin position, could fundamentally reshape Empery Digital’s future and potentially influence how other companies approach cryptocurrency treasury strategies.

If Brown’s campaign gains traction among other shareholders, the consequences could be severe for Empery Digital’s current leadership. The forced sale of 4,081 BTC would represent one of the largest corporate Bitcoin liquidations in history, potentially flooding the market at a time when prices are already under pressure. Conversely, if management successfully defends its strategy, it could embolden other companies to pursue similar Bitcoin-centric approaches despite market volatility.

The situation also highlights the broader tensions within the cryptocurrency investment thesis. While many Bitcoin advocates argue for long-term holding regardless of market conditions, the reality of corporate governance and fiduciary responsibility often demands more nuanced approaches, especially when shareholder interests diverge from management’s vision.

Market Implications and Industry Watch

Industry observers are closely monitoring this situation as it could set precedents for how corporate Bitcoin holdings are managed and contested. The conflict touches on fundamental questions about corporate strategy, shareholder rights, and the appropriate role of cryptocurrencies in corporate treasuries.

Some analysts suggest that Brown’s aggressive stance may reflect broader market skepticism about Bitcoin treasury strategies, particularly as companies that have adopted such approaches have seen their stock prices underperform relative to both Bitcoin itself and broader market indices. The premium valuations that many crypto treasury companies once enjoyed have evaporated, leaving shareholders questioning whether the strategy delivers the promised benefits.

Others note that the timing of Brown’s demands—coming during a market downturn—may be strategic, as depressed valuations make the case for liquidation more compelling from a pure asset value perspective. If Bitcoin were trading at higher levels, the argument for holding might be stronger, but with the cryptocurrency well off its peaks, the opportunity cost of maintaining the position becomes more apparent.

The Road Ahead

As this corporate drama unfolds, several potential outcomes remain possible. Brown could attempt to rally other shareholders to his cause, potentially leading to a proxy fight or even a hostile takeover attempt if he can secure sufficient support. Alternatively, management might attempt to appease him through partial concessions while maintaining their core Bitcoin strategy.

The situation also raises questions about the future of corporate Bitcoin adoption. If a major shareholder revolt successfully forces the liquidation of a substantial Bitcoin position, it could make other companies more cautious about pursuing similar strategies. Conversely, if management prevails, it might encourage more companies to take the plunge into cryptocurrency treasury management, believing they can weather shareholder dissent.

For now, all eyes are on Empery Digital as this high-stakes confrontation plays out, with billions of dollars in Bitcoin assets and the company’s entire strategic direction hanging in the balance. The outcome will likely resonate throughout the corporate cryptocurrency landscape for years to come.

Tags: Empery Digital, Bitcoin liquidation, shareholder revolt, corporate Bitcoin strategy, Tice P. Brown, Ryan Lane, crypto treasury companies, market net asset value, proxy fight, hostile takeover, digital asset management, corporate governance, cryptocurrency investment, Bitcoin holdings, shareholder activism

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