At this point, you should explain to your VC (hopefully he is your only one) that you intend to: (1) wind down the business, layoff all staff, pay off all debtors and cease all company operations. And (2), without soliciting any employees or infringing on any IP, you intend to reconstitute a new company in the X space where X is your current business.
Explain how it was a pleasure to work with him, and you're sorry you were unable to return his equity in this endeavor. You can ask if he is interested in finding a buyer for his remaining equity, despite it's precipitous loss in value pending the imminent loss of all employees, and if so, you may be able to arrange a buyer.
You are on the east coast so be sure you do not have any sort of non-compete agreement with your company that is enforceable. You most certainly have a non-solicit agreement in place, so be cautious, and email none of these communications or plans around. This is a decent time to be paranoid.
It all depends on the exact details of any contracts with the VC such as your shareholder agreement. Is there a drag-along right? What board representation does the VC have? Do you have the ability to call a shareholder meeting and get them voted off the board?
You need to work through with your lawyer and ask him or her in great detail what options you have in terms of forcing the VC to cooperate. Can you wind up the company without his/her agreement? What non-compete clauses apply? Can they be worked around?
Do you have the right to make a share issue in a way that would dilute the VC below a control threshold (while satisfying all legal and fiduciary obligations)?
Others in this thread have suggested you 'out' the VC - do not do this without legal advice, and I would recommend you not do it at all. You need to be 100% in compliance with the law of libel etc. Even if a staff member leaks information without your consent that places you in a weaker position not a stronger position.
If you have strong options, then pursue them. This may lead to the VC showing willingness to compromise. In which case, do genuinely consider compromise.
At this point, you should explain to your VC (hopefully he is your only one) that you intend to: (1) wind down the business, layoff all staff, pay off all debtors and cease all company operations. And (2), without soliciting any employees or infringing on any IP, you intend to reconstitute a new company in the X space where X is your current business.
Explain how it was a pleasure to work with him, and you're sorry you were unable to return his equity in this endeavor. You can ask if he is interested in finding a buyer for his remaining equity, despite it's precipitous loss in value pending the imminent loss of all employees, and if so, you may be able to arrange a buyer.
You are on the east coast so be sure you do not have any sort of non-compete agreement with your company that is enforceable. You most certainly have a non-solicit agreement in place, so be cautious, and email none of these communications or plans around. This is a decent time to be paranoid.