SCHEDULE: Empery Digital Shareholder Demands Buyback Restart

Tice Brown, a significant shareholder in Empery Digital Inc., has publicly demanded the immediate reinstatement of the company's share repurchase program, citing concerns over management's actions and potential waste of company assets.

Summary

• Tice P. Brown, who beneficially owns 12.1% of Empery Digital Inc. (approximately 3,342,022 shares), has written to the company's Board of Directors and shareholders demanding the immediate resumption of maximum daily share buybacks.
• Brown alleges that Empery Digital halted its aggressive share buyback program, which had been in place since February 2026, without explanation, leading to a widening discount to Net Asset Value (NAV).
• He estimates that the company has wasted over $15 million (approximately $0.50 per share) in operating expenses since its conversion to a Bitcoin Treasury, including office rent for Ryan Lane's hedge funds and salaries for hedge fund employees.
• Brown also criticizes CEO Ryan Lane's personal stock ownership (around 0.3%) and suggests that Lane's primary economic benefit comes from fees, options, expenses, and salaries billed to Empery Digital, rather than maximizing shareholder value.
• Brown had previously attempted to nominate himself for the Board of Directors but his notice was deemed invalid by the company, a decision he disputes. He has decided not to proceed with the nomination for the 2026 annual meeting but reserves the right to take future actions.
• Woodmont Investing LLC, wholly owned by Tice P. Brown, beneficially owns 2,753,494 shares, representing 10.0% of the outstanding shares.

Sentiment

Score: 3

Explanation: StockSavvy.ai views this filing as having a negative sentiment due to strong accusations of mismanagement, wasted capital, and a lack of transparency from a significant shareholder towards the company's management.

Positives

• Tice P. Brown continues to hold a significant stake (12.1%) in Empery Digital, indicating continued belief in the company's underlying assets.
• The company previously engaged in substantial daily share buybacks, demonstrating a commitment to returning value to shareholders when active.
• The company operates as a Bitcoin Treasury, potentially offering exposure to cryptocurrency assets.

Negatives

• Empery Digital has abruptly halted its share buyback program without explanation, causing concern among significant shareholders.
• The company is accused of wasting approximately $15 million in operating expenses, including costs related to management's hedge fund operations.
• CEO Ryan Lane's low personal stock ownership (0.3%) raises concerns about his alignment with shareholder value maximization.
• The company's rejection of Tice Brown's board nomination, despite his significant shareholding and dispute over the validity of the rejection, indicates potential governance friction.
• The share buyback program, which was seen as a key driver of value, has been discontinued, potentially leaving significant NAV on the table.

Risks

• Continued operational expenses and potential mismanagement could further erode shareholder value.
• The lack of transparency regarding the halt of the share buyback program creates uncertainty and erodes investor confidence.
• Potential conflicts of interest between management's fee-based income and shareholder value maximization.
• The company's reliance on Bitcoin as a treasury asset exposes it to cryptocurrency market volatility.
• Future governance disputes or proxy contests could arise if shareholder concerns are not addressed.

Future Outlook

The Reporting Persons reserve the right to engage with Empery Digital's management, Board of Directors, and other stockholders regarding potential governance, strategic, operational, capital allocation, or leadership changes. They may also take actions such as submitting future nominations or proposals, seeking board composition changes, or proposing strategic transactions.

Management Comments

• "I write to demand Empery Digital immediately restart maximum daily buybacks."
• "Ceasing the buyback is leaving millions of dollars of NAV on the table."
• "These actions demonstrate that, like much of this managements rhetoric, the buyback was always performative, not truly intended to benefit the shareholders."
• "By my estimates Empery Digital has wasted over $15mm of our money, or $0.50 per share, in operating expenses since last summers conversion to a Bitcoin Treasury..."
• "He has quite logically stopped any pretense of maximizing shareholder value, while continuing to waste our money."
• "The only argument for this entity to exist was the buyback. It must be immediately reinstated at the maximum amount daily allowed."

Industry Context

StockSavvy.ai notes that this filing highlights a common tension in publicly traded Bitcoin-centric companies between management's operational decisions and significant shareholder demands for capital allocation, particularly regarding share buybacks versus operational expenses and potential conflicts of interest.

Management Changes

Corporate Governance

Legal Proceedings

• Tice P. Brown disputes the Issuer's determination that his notice to nominate himself for the Board of Directors was invalid.

Related Party Transactions

• Tice P. Brown alleges that Empery Digital incurs operating expenses, including rent for Ryan Lane's hedge fund offices and salaries for hedge fund employees, which he views as a waste of company money and a benefit to management rather than shareholders.

Stakeholder Impact

• Shareholders: Potential for increased value if buybacks resume and management addresses concerns; risk of further value erosion if current trends continue. Concerns raised about management alignment with shareholder interests.
• Management: Facing direct criticism and demands from a significant shareholder regarding operational efficiency and capital allocation.
• Creditors: No direct impact mentioned, but financial health could be indirectly affected by operational efficiency and capital management.

Next Steps

• Empery Digital's Board of Directors and management are expected to respond to Tice Brown's demands regarding the share buyback program.
• Tice Brown may pursue further actions, including future nominations or proposals, if his concerns are not adequately addressed.
• Shareholders will likely monitor the company's response and any subsequent actions taken by Tice Brown or other stakeholders.

Key Dates

Recommendation

The filing reveals significant shareholder activism and concerns about management's capital allocation and potential conflicts of interest. While the underlying Bitcoin Treasury strategy might be sound, the governance issues and alleged operational waste warrant caution. A 'hold' recommendation is appropriate pending clarity on the share buyback resumption and resolution of governance disputes.

Keywords

Empery Digital, Schedule 13D, Tice Brown, Woodmont Investing LLC, Share Buyback, Bitcoin Treasury, Corporate Governance, Ryan Lane, NAV Discount, Shareholder Activism