A public proxy fight is intensifying at Empery Digital (EMPD), a publicly-traded Bitcoin treasury company holding 3,723 BTC, valued at approximately $235.5 million. The company's shares have slumped 45% over the past 12 months, bringing its market capitalization to around $140 million.
The conflict centers on activist investor Tice P. Brown, founder of the Woodmont Partners family office, who owns a 10.3% stake, making him the third-largest shareholder. In a February 4 letter, Brown accused management of "reckless behavior and poor governance," specifically alleging that employees were allowed to "day-trade tens, or hundreds of millions of dollars of bitcoin derivatives." He demanded the resignation of co-CEO Ryan Lane and the entire board, and called for the immediate sale of all the company's Bitcoin to return cash to shareholders.
Empery's management has forcefully rejected these claims. In a public statement, the company said it was "disappointing Mr. Brown ended these conversations and issued his letter to advance his self-serving campaign." The dispute has grown personal, with Brown describing a January meeting at Empery's Rockefeller Center office where he claims Lane had him removed by security—a version of events the company contests.
The core strategic question is whether Empery should continue building around its Bitcoin holdings or liquidate them. Brown argues that selling the Bitcoin would close the gap between the company's share price ($3.96) and its net asset value ($4.72). Empery counters that a full sale would destroy long-term potential and undermine its core strategy.
That strategy involves using its Bitcoin holdings to support an options trading program, selling out-of-the-money calls and puts to collect premiums—a method also used by other corporate holders like Metaplanet. This generates income but caps potential gains and exposes the company to defined risks if Bitcoin's price moves sharply.
The financial stakes are significant. According to CoinGecko data, Empery purchased its Bitcoin at an average price of $122,283 per coin, for a total cost of $455 million. At current prices, the holdings are worth $235.5 million, meaning a sale would realize a loss of nearly $220 million.
The fight escalated on February 26 when Brown filed a formal notice nominating himself for election to Empery's board. He criticized the company's "poison pill" and management's efforts to impose standstill agreements. Empery has shown some flexibility, stating it "may use existing cash or reduce its bitcoin holdings to fund share repurchases or repay borrowings" but has stopped short of endorsing a full sale.
This boardroom drama at a smaller corporate holder highlights the broader pressures facing public companies with large Bitcoin treasuries in a volatile market, potentially foreshadowing similar conflicts elsewhere.
