SCHEDULE: Empery Digital Faces Activist Push for CEO Ouster, Bitcoin Sale

Activist investor Tice Brown and Woodmont Investing LLC demand immediate resignation of Empery Digital's CEO and Board, along with the sale of all Bitcoin and distribution of proceeds to shareholders.

Summary

• Tice Brown and Woodmont Investing LLC, collectively owning 9.0% of Empery Digital Inc.'s common stock, have shifted their investment intent from passive to active.
• The reporting persons believe Empery Digital requires a change in leadership to strengthen execution, refine strategic direction, and improve long-term performance.
• A letter was delivered to the Board of Directors on February 3, 2026, demanding the reconstitution of the Board, appointment of a new Chief Executive Officer, and the immediate sale of all Bitcoin owned by the Issuer with proceeds distributed to shareholders.
• The activist stance was prompted by a 'poison pill' implemented by the company on February 3, 2026, and negative interactions with CEO Ryan Lane.
• The reporting persons criticize the company's high running costs, a $105 million margin loan, and management's alleged day-trading of Bitcoin derivatives.
• Tice Brown's beneficial ownership is 3,276,997 shares (9.0%), including 600,000 shares underlying exercisable stock options.
• Woodmont Investing LLC's beneficial ownership is 2,741,997 shares (7.5%), also including 600,000 shares underlying exercisable stock options.
• The total shares outstanding for Empery Digital Inc. are 36,507,997 as of February 2, 2026.

Sentiment

Score: 2

Explanation: StockSavvy.ai views this as a highly negative development for Empery Digital's current management and operational strategy, indicating severe shareholder dissatisfaction and a potential for significant corporate upheaval.

Negatives

• The company implemented a 'poison pill' on February 3, 2026, which the reporting persons deem 'offensive, transparently self-serving,' and designed to block shareholder capital return while management extracts compensation.
• CEO Ryan Lane is accused of 'incoherent ranting,' 'performative' actions involving security, and having a 'history of disordered thinking disconnected from reality.'
• The Board is criticized as 'derelict in its duties' for allowing 'embarrassing, unprofessional mismanagement.'
• Management allegedly allowed employees to 'day-trade tens, or hundreds of millions of dollars of Bitcoin derivatives,' indicating a failure in the entity's sole purpose.
• The company has a 'reckless' $105 million margin loan that should be immediately paid off by selling Bitcoin.
• Empery Digital Inc. is noted for 'extraordinarily high running costs,' including payroll for the CEO's hedge fund employees and rent for a luxury office.
• Management is accused of having 'no concrete future plan' and positing a vague theory of sale for 0.9X mNAV in 6-9 months, despite the possibility of instant liquidation at 100% mNAV.
• The CEO allegedly co-opted the corporate Twitter account to 'ramble conspiracy theories,' 'espouse utopian capitalism,' and post 'AI memes' with misleading endorsements.

Risks

• The company's current leadership and governance are under severe scrutiny, potentially leading to instability and uncertainty.
• The implementation of a 'poison pill' could entrench current management and the Board, hindering shareholder efforts to effect change.
• The $105 million margin loan is described as 'reckless,' posing a significant financial risk to the company.
• High running costs and alleged day-trading of Bitcoin derivatives by employees suggest poor financial management and operational inefficiencies.
• The lack of a concrete future plan and reliance on a vague sale theory indicate strategic uncertainty and potential for continued underperformance.
• The company's primary asset, Bitcoin, is subject to market volatility, and management's handling of it is criticized.

Future Outlook

The reporting persons intend to seek constructive dialogue with the Board and management regarding leadership succession and other opportunities to enhance shareholder value. They may also communicate with other shareholders or third parties and may consider purchasing additional securities, selling existing holdings, or engaging in hedging transactions depending on various factors including the Issuer's financial position and reaction to their demands. Management's current outlook, as criticized by the reporting persons, involves a vague theory of selling for 0.9X mNAV in 6 to 9 months.

Management Comments

• "I personally own 9.0% of Empery Digital Inc. I intended to passively own this security and enjoy the convergence of its price to its underlying NAV. Due to recent interactions with its CEO Ryan Lane, and the outrageous entrenchment of management by a poison pill today, that intention has changed."
• "I am calling for the immediate resignation of Ryan Lane, the immediate replacement of the entirety of the Board of Directors of Empery Digital Inc, and the immediate sale of all Bitcoin with the proceeds immediately returned to shareholders."
• "The poison pill put in place today is offensive, transparently self-serving, and has no purpose but to block shareholders from the return of their capital while management extracts compensation."
• "The Board is derelict in its duties allowing embarrassing, unprofessional mismanagement of our company. This CEO and the Board in its entirety must resign immediately."
• "This entity has failed in its sole purpose. There are dozens of cheaper, simpler, and less risky ways to achieve Bitcoin exposure. There are zero economic beneficiaries of the current entity but management."
• "The $105mm margin loan is reckless and should be immediately paid in full by selling Bitcoin."
• "Management has no concrete future plan for this entity, positing a vague theory of sale for 0.9X mNAV to competitors in 6 to 9 months. They can achieve 100% of mNAV today, instantly, in a liquidation!"

Industry Context

StockSavvy.ai notes this filing represents a significant instance of shareholder activism within the digital asset management sector. The criticisms regarding high operating costs, a substantial margin loan, and alleged mismanagement of Bitcoin holdings highlight ongoing challenges for companies attempting to provide 'Bitcoin exposure' in a cost-effective and transparent manner. The call for liquidation and return of capital reflects a growing investor demand for direct asset exposure over complex, high-fee structures, especially in volatile markets.

Comparison to Industry Standards

• The reporting persons assert that there are "dozens of cheaper, simpler, and less risky ways to achieve Bitcoin exposure" compared to Empery Digital's current operational model, implying the company falls short of industry best practices for digital asset investment vehicles.
• The criticism of the $105 million margin loan as 'reckless' suggests it deviates from prudent financial management standards for companies holding volatile assets like Bitcoin.

Management Changes

Corporate Governance

Related Party Transactions

• Criticism that Empery Digital Inc. has 'extraordinarily high running costs, including payroll for multiple employees of Ryan Lane's hedge fund and his hedge funds monthly rent in their luxury office in Rockefeller Center,' implying potential conflicts of interest or inappropriate use of company funds for related entities of the CEO.

Stakeholder Impact

• Shareholders: Potential for significant value creation if activist demands for liquidation and capital return are met, or continued underperformance and value destruction if current management remains entrenched. High volatility and uncertainty are expected.
• Management and Board: Immediate threat of removal and intense scrutiny over past actions and strategic decisions.
• Employees: Uncertainty regarding job security and company direction amidst calls for leadership change and asset liquidation.
• Creditors: The $105 million margin loan is highlighted as 'reckless,' potentially impacting the company's financial stability and ability to service debt if assets are liquidated or mismanaged.

Next Steps

• The Reporting Persons intend to seek constructive dialogue with the Board and management regarding leadership succession.
• The Reporting Persons may communicate with other shareholders or third parties regarding these matters.
• The Reporting Persons may exchange information with potential management candidates or other stakeholders.
• Depending on various factors, the Reporting Persons may purchase additional securities, sell some or all of their securities, or engage in short sales or hedging transactions.
• The Reporting Persons may, at any time, review or reconsider their position and/or change their purpose and/or formulate new plans or proposals.

Key Dates

Recommendation

The filing presents a highly critical assessment of Empery Digital's current management, governance, and operational strategy, advocating for immediate leadership change and asset liquidation. This indicates severe underlying issues and significant uncertainty for the company's future as an ongoing entity. While activist pressure could lead to short-term gains if liquidation occurs, the current state described suggests a high-risk environment for long-term investment in the existing business model. A seasoned investor would likely view the current situation as unsustainable and consider exiting to avoid potential further value erosion or prolonged activist battles.

Keywords

Empery Digital, Tice Brown, Woodmont Investing, Schedule 13D, Activist Investor, Corporate Governance, Bitcoin, Shareholder Value, CEO Ouster, Board Reconstitution, Digital Assets, Poison Pill