A major shareholder in Empery Digital has ignited a corporate governance battle, demanding the company sell its 4,081 Bitcoin treasury and the resignation of CEO Ryan Lane and the entire board of directors. In a scathing letter to the board, Tice P. Brown, who owns approximately 9.8% of the company’s shares, accused management of prioritizing their own interests over those of shareholders.
Brown’s letter, dated Monday, reveals that Empery Digital’s leadership had privately approached him on February 18 with an offer to repurchase his shares at a price equal to 100% of their market net asset value (mNAV), a significant premium to prevailing market valuations. Brown rejected the offer, alleging it was a ploy to preserve management’s positions rather than return capital to shareholders.
The Bitcoin Pivot and Its Fallout
Empery Digital, formerly known as Volcon, began as an electric off-road vehicle manufacturer. However, in mid-2025, the company pivoted to a Bitcoin-centric strategy, aiming to become a major Bitcoin aggregator. Since then, it has accumulated 4,081 BTC, making it one of the top 25 publicly traded Bitcoin holders globally.
The company’s decision to focus on Bitcoin has come under increasing scrutiny as crypto prices have fluctuated and equity valuations in the sector have compressed. Analysts at Standard Chartered have warned that the sustainability of crypto treasury companies like Empery Digital depends on maintaining a premium valuation relative to their Bitcoin holdings, a challenge in the current market conditions.
Management’s Response
In response to Brown’s demands, Empery Digital’s management issued a statement, accusing Brown of misrepresenting the facts and pursuing a self-serving agenda. The company noted that Brown initially demanded a significant premium to NAV for his shares, and management had attempted to reach a mutually beneficial agreement.
“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,” the statement read.
Market Reactions and Future Implications
The conflict highlights the broader tensions within the crypto industry, where companies holding large Bitcoin treasuries face pressure to adapt to market dynamics. Empery Digital’s Bitcoin strategy has been a cornerstone of its value proposition, but the push to liquidate the treasury could fundamentally alter the company’s direction and investor expectations.
As the dispute unfolds, investors and analysts will be closely watching for any signs of a resolution. The outcome could have significant implications for other companies with similar Bitcoin-focused strategies, potentially reshaping the landscape of crypto treasury management.
Conclusion
The shareholder revolt at Empery Digital underscores the ongoing debate over the sustainability of Bitcoin-centric business models in a volatile market. As the company navigates this crisis, the industry will be watching to see whether it can maintain its strategic vision or if it will be forced to pivot. The coming weeks and months will be crucial in determining the future of Empery Digital and its place in the crypto ecosystem.
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