13D weekly report - Apr 14, 2025 to Apr 18, 2025

Starboard nominated Peter A. Feld to the Board of Qorvo, Inc (QRVO)

Key Summary: On April 14, 2025, Starboard nominated Peter A. Feld to the Board.

Market Cap: $5.5 billion | Qorvo, Inc. engages in development and commercialization of technologies and products for wireless, wired, and power markets worldwide.

On April 14, 2025, Starboard (8.9%) delivered a letter to the company nominating Peter A. Feld, Managing Member, Portfolio Manager and Head of Research of Starboard, for election to the Board at the 2025 AGM. Source

Ocho Publishes Presentation to the Board of Digimarc Corp (DMRC)

Key Summary: On April 14, 2025, Ocho Investments (5.2%) urged Digimarc’s Board to replace the CEO, citing poor performance, layoffs, and delayed disclosure of key customer loss. They criticized the CEO’s misaligned pay and projected that new leadership could drive ARR up to $3.9B and lift the stock price to as high as $2,129.

Market Cap: $257 million | Digimarc Corporation, together with its subsidiaries, provides digital watermarking solutions in the United States and internationally.

On April 14, 2025, Ocho Investments (5.2%) delivered a presentation to the Board urging the independent directors to replace the CEO, citing declining revenues, weakened cash position, a 60% stock drop, and significant layoffs, including key R&D staff. Ocho criticized the CEO for delayed disclosure of major customer loss—potentially constituting securities fraud—and a compensation structure misaligned with shareholder interests. It believes new leadership could unlock significant growth and long-term value ($3B+ ARR potential), offering support in CEO selection and potential financing. They illustrated potential future success with revenue projections ranging from $130 million to $3.9 billion, which could translate to a stock price between $28 and $2,129

Palogic Value Fund Urges OpenLending (LPRO) to Explore Strategic Alternatives

Key Summary: On April 14, 2025, Palogic Value Fund (5.8%) expressed concerns about OpenLending’s executive turnover, limited market opportunity, stock price decline, and board composition. The fund urged the board to explore strategic alternatives, consider a sale, pay off the term loan, and protect cash if no buyer is found.

Market Cap: $110 million | Open Lending Corporation provides lending enablement and risk analytics solutions to credit unions, regional banks, finance companies, and captive finance companies of automakers in the United States. 

On April 14, 2025, Palogic Value Fund (5.8%) expressed concern over the company’s recent performance and strategic direction. Despite being impressed by its ecosystem, Palogic raised issues with executive turnover, noting the appointment of a third CEO in over a year, and questions why an external candidate wasn’t chosen. The fund also critiqued the limited market opportunity for OpenLending’s LPP product, which now mainly relies on credit unions rather than OEMs. Furthermore, Palogic highlighted concerns about the company's cyclicality, recent drastic stock price declines, and board composition, questioning the involvement of private equity-backed board members in a low-value public company. Palogic urged the board to consider strategic alternatives, including a potential sale, pay off the term loan, and protect cash if no buyer is found, while working to improve business operations and shareholder value. Source

Soleus Capital Urges ESSA Pharma (EPIX) to Liquidate and Return Cash to Shareholders

Key Summary:  On April 15, 2025, Soleus Capital (5.1%) urged ESSA Pharma to wind down operations and return cash to shareholders, citing macro pressures and the stock trading below cash per share following the halted EPI-7386 trials.

Market Cap: $72 million | ESSA Pharma Inc., a clinical stage pharmaceutical company, focuses the development of small molecule drugs for the treatment of prostate cancer. 

On April 15, 2025, Soleus Capital (5.1%) sent a letter to the Board commending ESSA Pharma’s historical execution and transparency but urged a wind-down of operations and return of capital to shareholders, citing macroeconomic pressures and the stock trading below cash per share (~$2.40 vs. $1.60), following the termination of EPI-7386 trials.

BML Capital Calls for Liquidation and Cash Return at Elevation Oncology (ELEV)

Key Summary:  On April 16, 2025, BML Capital Management sent a letter to the Board expressing its belief that an orderly winddown, liquidation, and capital return is in the best interest of the shareholders of the company

Market Cap: $19 million | Elevation Oncology, Inc., an oncology company, focuses on the discovery and development of cancer therapies to treat patients across a range of solid tumors with significant unmet medical needs.

On April 16, 2025, BML Capital Management, a 9.9% shareholder of Elevation Oncology, sent a letter commending the company’s decision to halt EO-3021 development and preserve cash. Given market conditions and poor reverse merger outcomes, BML advocated for a full winddown and estimated a potential return of up to $0.60 per share. It warned it would oppose any reverse merger not accompanied by a significant cash distribution.

Pontifax Management entered into a Letter Agreement with Keros Therapeutics, Inc (KROS)

Key Summary: On April 11, 2025, ADAR1 Capital called Keros undervalued but questioned the viability of KER-012 and KER-065, urging strategic actions like buybacks, cuts, asset sales, or liquidation, estimating value at $40–$50 per share. They are in talks with management and may revise their investment. On April 17, 2025, Pontifax Management entered into a Letter Agreement with the company, under which the Board agreed to nominate Mr. Nussbaum, Mary Ann Gray, and Alpna Seth for election at the 2025 Annual Meeting

Market Cap: $570 million | Keros Therapeutics, Inc., a clinical-stage biopharmaceutical company, develops and commercializes novel therapeutics for patients with disorders that are linked to dysfunctional signaling of the transforming growth factor-beta family of proteins in the United States.

On April 11, 2025, ADAR1 Capital Management (13.3%) stated its belief that Keros shares are undervalued but raised concerns about the viability of KER-012 and KER-065. They urged the company to consider strategic options, including a buyback, workforce cuts, asset sales, or liquidation, estimating potential value of $40–$50 per share. They are engaging with management and may alter their investment based on developments. Source

On April 17, 2025, Pontifax Management (11.8%) entered into a Letter Agreement with the company, under which the Board agreed to nominate Mr. Nussbaum, Mary Ann Gray, and Alpna Seth for election at the 2025 Annual Meeting. Source

Radoff reaches agreement with Atea Pharmaceuticals, Inc (AVIR)

Key Summary: BML Investment Partners (8.1%) urged the Board on December 13, 2024, to seek a strategic partner or explore alternatives. On March 4, 2025, Bradley L. Radoff and JEC Associates (5.1%) expressed concerns over the Board's ability to lead a strategic review and planned to nominate a competing slate. On March 20, 2025, Radoff formally nominated Howard H. Berman, James P. Flynn, and Michael Torok for election at the 2025 annual meeting. On April 16, 2025, the Radoff/JEC Group and the company entered into an agreement under which Howard H. Berman, Ph.D. will join the Board as a Class III director after the 2025 annual meeting

Market Cap: $273 million | Atea Pharmaceuticals, Inc., a clinical-stage biopharmaceutical company, discovers, develops, and commercializes antiviral therapeutics for patients with viral infections.

·         On December 13, 2024, BML Investment Partners (8.1%) sent a letter to the Board indicating its belief that the company needs to find a strategic partner or explore other strategic alternatives.

·         On March 4, 2025, Bradley L. Radoff and JEC Associates (together 5.1%) announced that they have engaged, and plan to continue engaging, with the Board and management to enhance shareholder value. While they supported the company’s retention of Evercore for a strategic review, they do not believe the current Board is qualified to lead this process effectively. Radoff intends to nominate a competing slate of candidates at the upcoming annual meeting and will share these views with the company, its shareholders, and other market participants. Source

·         On March 20, 2025, Mr. Radoff delivered a letter to the company nominating Howard H. Berman, James P. Flynn and Michael Torok for election to the board at the 2025 annual meeting of stockholders. Source

·         On March 26, 2025, the Radoff-JEC Group criticized Atea Pharmaceuticals' stock performance, governance, and capital allocation, highlighting undervaluation, rejected buyouts, insider sales, and entrenched leadership. They called for board changes and nominated candidates to address these issues and enhance shareholder value. Source

·         On April 16, 2025, the Radoff/JEC Group and the company entered into an agreement under which Howard H. Berman, Ph.D. will join the Board as a Class III director after the 2025 annual meeting and serve until the 2026 meeting; he will also serve as a Board observer in the interim. Franklin Berger will not seek reelection in 2027, and the Issuer approved a $25 million share repurchase program. Source

Ancora Advisors reached agreement with Green Plains (GPRE)

Key Summary:  On April 11, 2025, Ancora Holdings (6.7%) and the company entered a cooperation agreement under which the Board will expand from eight to ten members and appoint three Ancora-backed directors

Market Cap: $234 million | Green Plains Inc. produces, markets, and distributes ethanol in the United States and internationally.

On April 11, 2025, Ancora Holdings (6.7%) and the company entered a cooperation agreement under which the Board will expand from eight to ten members and appoint three Ancora-backed directors—Patrick Sweeney, Carl Grassi, and Steve Furcich—while two long-serving directors will retire after the 2025 AGM. A Strategic Planning Committee will be formed, including two of the new directors, and Mr. Grassi will join the Nominating and Governance Committee. Ancora agreed to support the Board’s recommendations in most votes and abide by standstill provisions, while the Issuer agreed not to expand the Board beyond ten (or eleven post-CEO hire) without Ancora’s consent.

Past

On November 17, 2021, Ancora Advisors (7.1%) stated that it was encouraged by the company’s recent efforts to improve its corporate governance and refresh its Board however, Ancora Advisors believes these actions only address a portion of the myriad of corporate governance issues plaguing the company. Ancora Advisors expressed its concerns as follows: (i) their belief that the Board, as presently constituted, may not possess the requisite experience and skill sets necessary to lead the company at this critical juncture and successfully implement its transformation strategy; (ii) their belief that the interests of the Board may not be appropriately aligned with the interests of stockholders, particularly in light of the company’s recent capital raise and ongoing capital investment strategy, and given the recent and significant sales by insiders and the lack of stockholder representation on the Board; and (iii) their belief that the recent, long overdue corporate governance changes appear reactionary in nature and, importantly, fail to address certain key items such as the classification of the Board and the lack of an independent Chairman. In light of its concerns, Ancora Advisors are considering certain alternatives, including seeking Board representation and/or submitting a shareholder proposal for consideration by stockholders at the 2022 AGM. Source

On January 31, 2023, Ancora Advisors (7.1%) issued a press release and sent an open letter to the Board detailing its view that the Board should commence a review of value-maximizing strategic alternatives.   Ancora Advisors believes the Board should commence a robust strategic review process in an effort to maximize value for all shareholders. 

On February 6, 2024, Ancora Advisors entered into a cooperation agreement with the company. Pursuant to this agreement, the company will publicly announce a formal review by its Board of Directors to explore strategic alternatives aimed at maximizing shareholder value no later than the disclosure of its financial results for the period ending December 31, 2023.

Woodbridge Nominates Two Directors to Replace Retiring Thomson Reuters (TRI) Board Member

Key Summary: On April 16, 2025, Woodbridge nominated Michael Friisdahl and Paul Sagan to replace retiring director W. Edmund Clark at Thomson Reuters' June 4 AGM.

Market Cap: $81 billion | Thomson Reuters Corporation operates as a content and technology company in the Americas, Europe, the Middle East, Africa, and the Asia Pacific.

On April 16, 2025, Woodbridge (67%) announced the nomination of Michael Friisdahl and Paul Sagan to the Thomson Reuters board, replacing W. Edmund Clark, who will retire at the June 4, 2025 AGM after serving since 2015. Source

Engine Capital Nominates Directors to Push for Change at Lyft (LYFT)

Key Summary: On April 16, 2025, Engine Capital, owning ~1%, nominated Alan L. Bazaar and Daniel B. Silvers for election to the board

Market Cap: $4.6 billion | Lyft, Inc. operates a peer-to-peer marketplace for on-demand ridesharing in the United States and Canada.

On April 16, 2025, Engine Capital, owning ~1%,  nominated Alan L. Bazaar and Daniel B. Silvers for election to the board, citing years of value destruction, weak governance, and underperformance versus Uber. Engine criticized the board’s founder control, shareholder dilution, and poor capital allocation, and said private engagement failed as the board refused to consider its nominees. It is now pursuing a proxy contest to drive shareholder-led change. Source

H Partners Launches Withhold Campaign Against Harley-Davidson (HOG) Board

Key Summary: H Partners Management disclosed an 8% stake in Harley-Davidson in December 2021, raising concerns about executive compensation, governance, and Board composition, which led to a cooperation agreement in February 2022 and the appointment of H Partners’ Jared Dourdeville to the Board and key committees. However, on April 5, 2025, Dourdeville resigned, citing serious concerns over leadership and performance, following a letter urging the resignation of the CEO, Chairman, and a Director due to sustained underperformance and a call for new leadership to regain stakeholder trust and drive value.

Market Cap: $2.7 billion | Harley-Davidson, Inc. manufactures and sells custom, cruiser, and touring motorcycles. 

H Partners Management

On December 16, 2021, H Partners Management disclosed a 8% active stake in the company and expressed its concerns regarding certain features of the company’s executive compensation structure, corporate governance practices and Board composition. To address these concerns, H Partners has recently engaged, and expect to continue to engage, in discussions with the Board regarding suggestions aimed at improvements to align the company with the best interests of shareholders, including the addition of a representative to the Board. Source

On February 3, 2022, the company entered into a cooperation agreement with H Partners Management (8.2%) and pursuant to it, Jared Dourdeville, a Partner at H Partners, has joined the Harley-Davidson Board of Directors. Mr Dourdeville has also been appointed to the Human Resources Committee and the Nominating and Corporate Governance Committee

On April 5, 2025, Jared Dourdeville, a Partner at H Partners submitted his resignation, citing serious concerns about the company’s leadership and performance. The move follows an April 1, 2025 letter urging the resignations of CEO Jochen Zeitz, Chairman Tom Linebarger, and Director Sara Levinson due to continued underperformance versus the S&P 500 and peers. Though once supportive of Zeitz’s vision, the resigning member now calls for new leadership to restore stakeholder trust and unlock value. Source

On April 16, 2025, H Partners (9.1%) issued an open letter urging shareholders to vote WITHHOLD on the re-election of CEO and Chairman Jochen Zeitz, Presiding Director Thomas Linebarger, and long-tenured director Sara Levinson at the 2025 annual meeting. Citing poor performance, absentee leadership, and entrenched governance, H Partners called for Zeitz’s immediate removal, board reconstitution, and the appointment of an external CEO. They launched www.FreeTheEagle.com to mobilize support and provide campaign updates.

Impala Asset Management

On March 18, 2010, Impala Asset Management (2%) announced that it has filed preliminary proxy materials in connection with its nomination of two director candidates for election to the Board at the 2020 annual meeting of shareholders. Source

On March 27, 2020, the company entered into a settlement agreement with Impala. The agreement provides that one new director will be appointed to the Board after the 2020 Annual Meeting.

Deep Track Capital Submits Director Nominations for Dynavax Technologies Corporation's  (DVAX)  2025 Annual Meeting

 Key Summary: On September 16, 2024, Deep Track Capital (9.6%) announced plans to discuss the company’s performance, governance, and cash usage with management. On February 18, 2025, Deep Track (13.5%) submitted a notice to propose a stockholder proposal and nominate Brett A. Erkman, Jeffrey S. Farrow, Michael Mullette, and Donald J. Santel for election as directors at the 2025 Annual Meeting.

Market Cap: $1.6 billion| Dynavax Technologies Corporation, a commercial stage biopharmaceutical company, focuses on developing and commercializing vaccines in the United States. 

On September 16, 2024, Deep Track Capital (9.6%) announced its intention to discuss with the management and board several issues, including the company's performance, business operations, strategic opportunities, governance (particularly Board composition), and the optimal use of excess cash. Source

On February 18, 2025, Deep Track Capital (13.5%) submitted a formal notice under the company's Bylaws to propose a stockholder proposal and nominate directors for the 2025 Annual Meeting. The notice includes the intention to nominate Brett A. Erkman, Jeffrey S. Farrow, Michael Mullette, and Donald J. Santel as director nominees. Source

On March 10, 2025, Deep Track Capital sent a letter to the Board criticizing its capital allocation strategy and governance, particularly regarding its recent issuance of expensive convertible notes. Deep Track reiterated its nomination of four highly qualified candidates for the 2025 Annual Meeting, clarifying that its goal is not to take control but to ensure better shareholder representation.

On April 7, 2025, Deep Track Capital filed proxy materials seeking support for its nominees.

On April 16, 2025, Deep Track Capital criticized the board for rejecting its recent settlement proposal to appoint two nominees and rebalance board classes. Deep Track accused the board of entrenchment and ignoring shareholder interests, reiterating its call for investor-driven change and expressing commitment to pursuing board representation through the upcoming 2025 annual meeting.

Kent Lake Partners nominated Board candidates to Quanterix (QTRX)

Key Summary: On February 13, 2025, Kent Lake Partners opposed Quanterix's proposed acquisition of Akoya Biosciences, stating it is not in stockholders' best interests. On February 28, 2025, Kent Lake Partners (6.9%) delivered a letter to the company nominating a slate of three director candidates

Market Cap: $200 million | Quanterix Corporation, a life sciences company, engages in development and marketing of digital immunoassay platforms.

On February 13, 2025, Kent Lake Partners delivered a letter to stockholders, expressing its belief that Quanterix's proposed acquisition of Akoya Biosciences, Inc. is not in the best interests of stockholders. Kent Lake Partners stated that if the Quanterix Board proceeds with the merger, it is prepared to take decisive action, including mobilizing shareholders to vote against the deal and nominating directors for the Quanterix Board at the 2025 Annual Meeting.

On February 28, 2025, Kent Lake Partners (6.9%) delivered a letter to the company nominating a slate of three director candidates, Dr. Dickinson, Mr. Felt and Dr. Sakul, for election to the Board at the 2025 annual meeting of stockholders. The firm criticizes the incumbent Board for approving and pursuing a dilutive merger with Akoya Biosciences, which Kent Lake believes risks capital misallocation and distracts from Quanterix's core growth opportunities, especially in Alzheimer's testing. Kent Lake urges shareholders to vote against the merger and elect its nominees to ensure financial discipline, accountability, and a focus on organic growth to unlock long-term value. Source

On March 11, 2025, Kent Lake Partners issued the following press release and Investor Presentation. The presentation highlighted concerns over Quanterix bidding against itself for Akoya, unnecessary risks from Akoya’s financial instability, and potential conflicts within Quanterix's board. Kent Lake urged shareholders to vote against the merger, emphasizing the company’s strong standalone potential, particularly in Alzheimer’s diagnostics, and has nominated three independent board candidates for the 2025 Annual Meeting.

On April 7, 2025, Kent Lake Partners issued a press release opposing the company’s $30 million bridge financing to Akoya Biosciences, seeing it as shareholder-unfriendly. Kent Lake criticized the lack of transparency and fairness opinions on the loan terms, questioning its impact on Quanterix’s valuation of Akoya. It urges shareholders to vote against the merger, deeming it not in their best interests.

On April 17, 2025, Kent Lake Partners sent a letter urging shareholders to vote against the proposed merger with Akoya, calling it a value-destructive bailout that benefits Akoya at Quanterix shareholders’ expense. The firm criticized the deal process and alleged board conflicts, directing shareholders to vote using the GOLD proxy card ahead of the May 13 special meeting.

Marlton Partners Raises Concern Over Delayed AGM Scheduling at 180 Degree Capital Corporation (TURN)

 Key Summary:  On December 17, 2024, Marlton Partners criticized TURN’s -37.3% NAV decline since 2017 and a 26% NAV discount, urging governance changes and nominating three directors to prioritize shareholder value at the Annual Meeting. On January 27, 2025, Marlton Partners, holding 4.6% of 180 Degree Capital (TURN), urged the Board to engage with Source Capital’s merger offer, stressing the need to address TURN’s underperformance and discount to net asset value. On February 11, 2025, Marlton Partners nominated three independent candidates for the TURN Board. On April 15, 2025, Marlton Partners expressed concern over the delay in scheduling the company's 2025 annual meeting.

Market Cap: $36 million | 180 Degree Capital Corp. is a publicly owned corporate pension plan sponsor. 

On December 17, 2024, Marlton Partners issued an open letter to shareholders highlighting the company's underperformance under CEO Kevin Rendino, with a -37.3% decline in NAV since 2017 compared to significant gains in its benchmarks. The fund’s persistent 26% discount to NAV represented over $12.5M in unrealized shareholder value, and Marlton’s proposal for a Discount Management Program, including a Conditionally Triggered Tender Offer, was dismissed by TURN’s leadership. Marlton criticized TURN’s governance, citing lack of accountability, absentee oversight, and management’s failure to return capital to shareholders despite facilitating NAV exits for other investors. Marlton nominated three independent director candidates to drive change, narrow the NAV discount, and prioritize shareholder-focused governance, urging TURN shareholders to act at the upcoming Annual General Meeting. Source

On January 27, 2025, Marlton Partners and its affiliates urged the Board of 180 Degree Capital Corporation (NASDAQ: TURN) to engage with Source Capital (NYSE: SOR) regarding its proposed merger, citing a market valuation that exceeds TURN's current stock price and market capitalization. Marlton, owning approximately 4.6% of TURN's outstanding stock, emphasized shareholder desire to eliminate the trading discount shown by Source's offer valuing TURN at 101% of its net asset value per share. Marlton reiterated their nomination of three director candidates for TURN's Board, stressing the need for the Board to maximize shareholder value amidst TURN's underperformance and significant discount to NAV. Source

On February 11, 2025, Marlton Partners, holding criticized the Board's proposed merger with Mount Logan and rejection of a higher offer from Source Capital. Marlton raised concerns about the loss of investor protections and the lack of shareholder options to tender at NAV. They called for transparency, accountability, and for the Board to prioritize shareholder interests. Marlton also nominated three independent candidates for the TURN Board. Source

On April 15, 2025, Marlton Partners expressed concern over the delay in scheduling the company's 2025 annual meeting, highlighting that the previous annual meeting took place exactly one year earlier, on April 15, 2024. Source

Ned L. Sherwood submitted a slate of five director nominees to Barnwell Industries' (BRN)

Key Summary:  On January 27, 2021, Barnwell settled with MRMP to re-nominate board representatives. MRMP planned a proxy contest in 2022, and in January 2023, Barnwell agreed to nominate new directors. On January 21, 2025, MRMP terminated the agreement due to a breach and plans to file a proxy statement for new board nominations. On January 28, 2025, Ned L. Sherwood (30%) condemned the company’s shareholder rights plan as a move to protect ineffective management and the Kinzler/Grossman family's interests. On February 14, 2025, Ned L. Sherwood submitted a slate of five director nominees for consideration at the company's 2025 Annual Meeting

Market Cap: $14 million | Barnwell Industries, Inc. operates in four segments namely Oil and Natural Gas Segment, Land Investment Segment, Contract Drilling Segment and Residential Real Estate Segment

·         On January 27, 2021, Barnwell entered into a settlement agreement with the shareholder group consisting of MRMP-Managers LLC, NLS Advisory Group, Inc., Ned L. Sherwood, and Bradley M. Tirpak. Pursuant to it, the company would re-nominate MRMP-Managers’ three representatives to the board at 2021 AGM.

·         With respect to the annual meeting of shareholders of the Company scheduled to be held on May 6, 2022, ISS and Glass, Lewis have each recommended that shareholders vote against the Company’s Proposal No. 4, the proposal to amend the Company’s certificate of incorporation to authorize blank-check preferred stock. Pursuant to the Cooperation and Support Agreement dated January 27, 2021 with the Company, as a result of the adverse recommendations released by ISS and Glass Lewis, Mr. Sherwood (18.3%) will vote his shares against the Company’s Proposal No. 4. Source

·         At the AGM held on May 6, 2022, the amendment to the Company’s certificate of incorporation to authorize blank-check preferred stock was not approved.

·         On October 27, 2022, MRMP-Managers LLC (20.1%) has announced that it plans to run a proxy contest for full board control at the company at its 2023 AGM. Ned L. Sherwood of MRMP commented:  "We believe change is long overdue at Barnwell.  We have grown tired of poison pills, millions of dollars spent on anti-takeover lawyers, and constant roadblocks placed in the way of success for the company.  We plan to refocus Barnwell on making profits for shareholders instead of preserving jobs for the CEO and the board.  We are confident that we can leave a better legacy than CEO Kinzler’s $42 million in net operating losses.” Source

·         On January 21, 2023, Barnwell entered into a settlement agreement with the shareholder group consisting of MRMP-Managers LLC and Ned L. Sherwood (together 19.6%) and pursuant to it,  the Company agreed to nominate Messrs. Woodrum, Grossman and Kinzler, along with two new independent directors, Joshua Horowitz and Laurance Narbut, for election to the Board  AGM and 2024 AGM.  

·         On January 21, 2025, MRMP-Managers LLC, the Ned L. Sherwood Revocable Trust, and Ned L. Sherwood terminated their Cooperation and Support Agreement with Barnwell Industries due to a material breach by the Company involving a "Special Committee" that overstepped its authority. As a result, the shareholder group is free to purchase additional shares and plan to file a proxy statement to nominate directors at the next annual meeting if the Company rejects their proposals. Sherwood, frustrated by excessive compensation to management and resistance from the board, is now proposing a new slate of five directors to focus on value-building and fair treatment for all shareholders while removing Kinzler, Grossman, and their associates. Source

·         On January 28, 2025, Ned L. Sherwood (30%) condemned the company’s shareholder rights plan as a move to protect ineffective management and the Kinzler/Grossman family's interests. He criticized excessive legal fees and executive compensation, especially amid poor performance. Sherwood urged shareholders to support his efforts for change, stating he had backing from at least 40% of shares and called for both sides to use personal funds for any legal battles. Source

·         On February 5, 2025, Ned L. Sherwood, addressing shareholders, responded to inquiries regarding recent company actions and expenditures. He highlighted concerns over an $18 million company retaining Skadden Arps for a proxy fight, questioned the rationale behind a newly formed "Special Committee," and urged for the prompt scheduling of the 2025 Annual Meeting to mitigate unnecessary expenses. Source

·         On February 14, 2025, Ned L. Sherwood (30%) submitted a slate of five director nominees for consideration at the company's 2025 Annual Meeting, following unsuccessful attempts to agree on a board slate. The company reported a quarterly loss of $1.9 million or $0.19 per share, underscoring the urgency to elect his slate for a turnaround. The nominees, selected for their expertise in finance, oil and gas, mergers and acquisitions, investment, and private equity, aim to enhance shareholder value by optimizing oil assets, leveraging tax loss carryforwards, and reducing overhead costs. Source

·         On March 14, 2025, Ned L. Sherwood sent a letter to shareholders soliciting consent to replace the current board. The Sherwood Group claims that the current board's leadership has resulted in a 53.5% decline in BRN’s share price since 2002, arguing that their proposed board members, with over 172 years of collective experience, are better equipped to turn the company around. They urge shareholders to support the new slate by signing and returning the enclosed BLUE consent card.

·         On April 3, 2025, Ned L. Sherwood issued an open letter to the shareholders reiterating his consent solicitation to replace the entire board with five nominees. The proposed slate promises a strategic overhaul, emphasizing cost reduction, operational consolidation, and efficient use of tax assets to enhance shareholder value.

·         On April 17, 2025, Ned L. Sherwood issued a presentation arguing that urgent change is needed at Barnwell Industries due to years of underperformance, poor capital allocation, and entrenched management under President & COO Alex Kinzler, whose tenure has seen declining market cap, wasted capital, and minimal returns to shareholders. Highlighting a looming financial crisis—with under $2M in cash and expected losses in March 2025—they allege mismanagement, excessive executive pay, and shareholder disenfranchisement through tactics like bylaw changes and poison pill plans. To address this, Sherwood proposes replacing the board with five independent nominees, closing the Hawaii office, reducing overhead, leveraging tax assets, and focusing on disciplined, value-driven governance.

AJP and Orbic Launch Proxy Contest for Sonim Technologies (SONM) Board Seats

Key Summary: On March 21, 2025, AJP Holding and Orbic North America announced plans to nominate five candidates for the Board at the 2025 Annual Meeting. On April 10, 2025, AJP Holding and Orbic, representing over 1.9 million shares, rejected Sonim Technologies’ claim that their board nomination notice was deficient, calling it a tactic to entrench the current board.

Market Cap: $9 million | Sonim Technologies, Inc. provides ruggedized mobile phones and accessories for task workers.

On March 21, 2025, AJP Holding and Orbic North America announced plans to nominate five candidates for the Board at the 2025 Annual Meeting. They criticized Sonim's Board for resisting strategic discussions, which they believe have harmed stockholder value, and aim to bring operational and financial improvements through their nominees. Source

On April 10, 2025, AJP Holding and Orbic North America strongly objected to Sonim Technologies’ April 7, 2025 rejection of their board nomination notice, calling it a baseless and improper attempt to entrench the current board. They argue the notice fully met disclosure requirements, detailing the nominees’ extensive qualifications. Citing legal precedents, stock underperformance, governance concerns, and recent financial losses, they accuse the board of violating fiduciary duties. AJP demanded the rejection be reversed and warned they would pursue all legal options if the board persists in blocking shareholder rights. Source

On April 16, 2025, AJP and Orbic filed a preliminary proxy statement with the SEC to solicit votes for their director nominees to the board at the 2025 annual meeting.