A public boardroom battle is boiling over at Empery Digital (EMPD), a bitcoin treasury firm holding 3,723 BTC whose shares have slumped 45% over the past 12 months. With a market cap of about $140 million, the company is tiny compared to Strategy (formerly MicroStrategy), but an activist investor has turned the spotlight on its governance.
Activist Demands: Liquidate All Bitcoin Now
In a Feb. 4 letter, Tice P. Brown, founder and managing partner of the Woodmont Partners family office, disclosed a 9.8% stake in Empery. He accused management of “reckless behavior and poor governance,” alleging employees were allowed to “day-trade tens, or hundreds of millions of dollars of bitcoin derivatives.” Brown called for the resignation of co-CEO Ryan Lane and the entire board, and demanded the sale of all bitcoin holdings with cash returned to shareholders.
Brown — who started building his stake in December and is now the third-largest shareholder — argued that liquidating all bitcoin would close the gap between the company's share price of ~$3.96 and its net asset value of $4.72. He declined to comment for this story.
Management Fires Back: Options Strategy Is Key
Empery rejected Brown’s claims in a statement on its website. “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. It is disappointing Mr. Brown ended these conversations and issued his letter to advance his self-serving campaign.”
The company argued that selling all bitcoin would “destroy long-term potential” and undermine its strategy — using the bitcoin holdings to support an options trading plan. This involves selling out-of-the-money calls and puts (including spreads) to collect premiums, a method also used by Metaplanet, the fourth-largest corporate bitcoin holder. If bitcoin stays within certain price ranges, Empery keeps the premiums; sharp moves trigger defined contract limits.
Personal Clashes and Buyout Talks
The dispute turned personal. Brown, a Harvard College and Harvard Law School graduate, noted in filings he has made “a few hundred million dollars of public and private investments” since 2014 and previously chaired PharmChem, which was acquired last year at a premium.
He described a January meeting at Empery’s Rockefeller Center office, where he claims Lane had him removed by security. Empery says the meeting ended after Brown insisted on immediate liquidation and refused to leave unless security escorted him out. In a Feb. 23 letter, Brown claimed the company offered to buy his shares at a premium in exchange for a standstill agreement. Empery countered that Brown’s prime broker approached them first, and talks collapsed over price.