A significant shareholder revolt is underway at Nasdaq-listed Bitcoin treasury company Empery Digital (EMPD). Tice P. Brown, who beneficially owns approximately 9.8% of the company's outstanding shares, has issued a formal demand for a complete strategic overhaul.
In a letter to the board of directors, Brown demanded the immediate resignation of CEO Ryan Lane and the entire board, a complete replacement of the directors, the sale of all Bitcoin (BTC) held by the company, and the return of the proceeds to shareholders. This call to abandon its Bitcoin-centric strategy comes as the company holds 4,081 BTC, placing it among the top 25 publicly traded Bitcoin treasuries globally.
The conflict escalated after Brown alleges management privately approached him on February 18 with an offer to repurchase 100% of his shares at 100% of their market net asset value (mNAV). Brown rejected the offer, characterizing it as a misuse of shareholder funds intended to entrench management rather than benefit all investors. He claims the offer constituted a "large premium to prevailing market valuations" and violated principles of undervalued share buybacks.
Empery Digital has forcefully pushed back against Brown's claims. In a statement, the company accused Brown of "misrepresenting and distorting the facts to further his self-serving campaign." The firm stated that Brown initially demanded a significant premium to NAV for his shares and that management's subsequent offer was made in an attempt to reach an agreement believed to be in the best interests of all shareholders.
This shareholder pressure highlights the mounting tensions for companies built on a Bitcoin treasury model. Empery Digital, formerly known as Volcon, began as an electric power sporting goods company before pivoting to a Bitcoin aggregator strategy in mid-2025. Analysts, including those from Standard Chartered, have recently warned that the sustainability of such crypto treasury companies depends on their ability to maintain a premium valuation relative to their underlying Bitcoin holdings—a premium that has become difficult to sustain in the current market.
