13D weekly report - August 11, 2025 to August 15, 2025

MNG Increases Buyout Offer to $17.50 Per Share for DallasNews (DALN)

Key Summary:  On July 31, 2025, MNG Enterprises criticized DallasNews Corporation’s board for rejecting its superior $16.50 per share acquisition offer without discussion, favoring Hearst’s lower bid. MNG urged the board to engage or risk appealing directly to shareholders. On August 11, 2025, MNG raised its buyout offer to $17.50 per share in cash from $16.50.

Market Cap: $81million | DallasNews Corporation, together with its subsidiaries, publishes and sells newspapers in Texas.

· On July 31, 2025, MNG Enterprises, Inc. sent a letter to the Board of Directors of DallasNews Corporation expressing strong disappointment over the board’s outright rejection of MNG’s all-cash acquisition proposal of $16.50 per share, which was higher than the competing $15.00 per share offer from Hearst. MNG criticized the board for refusing to engage in any discussions and for adopting a shareholder rights plan that favored Hearst’s offer, thereby limiting shareholder choice and potentially violating fiduciary duties. Emphasizing their commitment to preserving the print edition of The Dallas Morning News and its local journalistic mission, MNG asserted they are better positioned than Hearst to support the paper’s long-term success. They remain open to constructive dialogue, including working with Robert Decherd, but warned that if the board refuses engagement, they will appeal directly to shareholders to reconsider and accept what MNG claims is the superior offer for the benefit of all stakeholders and the North Texas community.

·  On August 11, 2025, MNG submitted an enhanced proposal to acquire all outstanding shares of the company it does not already own for $17.50 per share in cash, up from its initial $16.50 offer. Source

HCI Grove Urges Strategic Review at Grove Collaborative Holdings, Inc (GROV) Citing Poor Returns and High Costs

Key Summary: On July 8, 2025, Jason H. Karp and HCI Grove, LLC (5.4%) urged the Board to explore strategic alternatives, citing poor returns, limited float, and challenges in balancing growth and profitability due to high costs.

M.Cap: $61 million | Grove Collaborative Holdings, Inc., a consumer products company, develops and sells household, personal care, beauty, and other consumer products in the United States.

·         On July 8, 2025, Jason H. Karp, HCI Grove, LLC (5.4%) sent a letter to the Board urging a pursuit of strategic alternatives—such as a sale, merger, or take-private deal—citing poor shareholder returns, limited float, and the company's struggle to balance growth and profitability due to high costs. Source

·         On August 7, 2025, the company and Jason H. Karp, HCI Grove, LLC formed a working group to explore value-creation options, with Jason H. Karp favoring a sale, merger, or take-private deal and engaging on strategic, financial, and governance opportunities.

Marlton Partners nominated Board candidates to 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 nominated Messrs. Elbaor, Gliksberg, and Morris for election to the Board at the 2025 annual meeting, which is not yet scheduled

Market Cap: $44 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 nominated Messrs. Elbaor, Gliksberg, and Morris for election to the Board at the 2025 annual meeting, which is not yet scheduled. Source

·         On June 30, 2025, Marlton Partners resubmitted and updated its December 2024 nomination letter, reaffirming its intent to nominate Elbaor, Gliksberg, and Morris to the Board at the September 15, 2025 Special Meeting, and additionally nominated Andrew M. Greenberg. Source

·         On August 14, 2025, Marlton Partners solicited shareholder support to elect its four nominees—James C. Elbaor, Gabriel D. Gliksberg, Aaron T. Morris, and Andrew M. Greenberg—to the Fund’s five-member board at a special meeting on September 15, 2025. Source

Allied Gaming & Entertainment (AGAE) Announces Stockholders Voted for All Company Recommendations at Combined 2024/2025 Annual Meeting

Key Summary:  Since March 2024, Knighted Pastures (29.6%) has actively sought board representation at the company, escalating its campaign over time. It submitted multiple nominations and proposals, including bylaw amendments and the removal of several directors for cause. Knighted criticized delays in holding the 2024 annual meeting, filed a lawsuit in Delaware over the Yellow River transaction alleging board entrenchment, and most recently, on June 2, 2025, nominated additional Class C director candidates and proposed removing director Yangyang Li. On June 11, 2025, the company sued Knighted Pastures over alleged Section 13(d) and bylaw violations; Knighted Pastures disputes the claims and will contest them. On July 27, 2025, Knighted Pastures announced that proxy advisory firm ISS recommended stockholders vote for Knighted’s Class B director nominee, Roy Choi. On August 1, 2025, Allied Gaming & Entertainment (NASDAQ: AGAE) said a federal court ordered its Aug. 4 Annual Meeting to proceed but barred votes on director nominees or Knighted Pastures LLC’s proposal to remove Yangyang Li. At the meeting, stockholders approved all company-backed proposals. On October 3, 2024, Ourgame (31.5%) requested a waiver to exceed the 10% ownership cap under the rights plan. It also nominated Li Zhang and Shaohua Ma to replace two existing directors, pending board approval.

Market Cap: $134 million | Allied Gaming & Entertainment Inc. provides entertainment and gaming products worldwide. 

Knighted Pastures

·         On March 7, 2024, Knighted Pastures (29.6%) stated that it plans to engage in discussions with the management and board regarding potential board representation and may nominate individuals for election to the board.

·         On July 17, 2024, Knighted Pastures LLC submitted an Amended and Restated Notice of Nomination for the 2024 stockholder meeting, proposing to nominate three candidates for the board, amend the bylaws related to board actions and special meetings, and remove directors Yangyang Li, Yushi Guo, and Yuanfei Qu for cause. Source

·         On September 27, 2024, Knighted Pastures LLC sent a letter to the company demanding prompt scheduling of the 2024 Annual Meeting of stockholders. They criticized the company's delay, which exceeds fourteen months since the last meeting, as an attempt to disenfranchise stockholders. Knighted Pastures set a deadline of December 5, 2024, for scheduling the meeting, warning of potential legal action if the company fails to comply by October 4, 2024. Source

·         On October 31, 2024, Knighted Pastures filed proxy materials seeking support for its nominees.

·         On November 12, 2024, Knighted filed a civil lawsuit in the Delaware Court of Chancery against members of the Board and other parties involved in the Yellow River Transaction, which Knighted claims breached fiduciary duties. The lawsuit alleges that the Director Defendants entered into a Securities Purchase Agreement with Blue Planet to entrench the board and impede stockholder rights to elect directors. The case seeks to void the Yellow River transaction, including the issuance of shares to Blue Planet, and remove director Zongmin Ding from the Board. Knighted also filed motions to expedite the case and prevent the 2024 Annual Meeting until the Court resolves the claims. Source

·         On June 2, 2025, Knighted nominated three Class C director candidates—Peter Chun, Howard Donaldson, and Adam Rymer—for election at the combined 2024–2025 annual meeting, alongside its previously nominated Class B candidates. Knighted also submitted a proposal to remove Class A director Yangyang Li for cause. Source

·         On June 11, 2025, the company sued Knighted Pastures alleging failure to disclose a Section 13(d) "group" and violations of advance notice bylaws; it seeks injunctive relief and damages which Knighted Pastures dispute and intend to fight. Source

·         On July 25, 2025, Knighted Pastures announced that proxy advisory firm ISS recommended stockholders vote for Knighted’s Class B director nominees—Roy Choi, Walter Delph, and Jennifer van Dijk—on the BLUE proxy card, citing the company’s poor operational performance, lack of transparency, and governance issues. Source

·         On July 27, 2025, Knighted corrected its earlier press release to clarify that ISS recommended shareholders of Allied Gaming vote only for Roy Choi—Knighted’s Class B nominee—on the BLUE proxy card. Source

·         On August 1, 2025, Allied Gaming & Entertainment (NASDAQ: AGAE) announced that the U.S. District Court for the Central District of California ordered its Combined 2024/2025 Annual Meeting to proceed as scheduled on August 4, 2025, but barred any vote on director nominees or Knighted Pastures LLC’s proposal to remove director Yangyang Li. All other proposals will still be voted on, and the company urged stockholders to vote “FOR” its proposals

·         At the AGM held on Aug 4, 2025, stockholders voted for all proposals recommended by the Company at Combined 2024/2025 Annual Meeting of Stockholders

Ourgame International Holdings Limited

On October 3, 2024, Ourgame International Holdings Limited (31.5%) disclosed that on September 24, 2024, it requested the Board to grant a similar exemption to that provided to Knighted Pastures LLC and Roy Choi, allowing Ourgame to exceed a 10% holding without triggering the shareholder rights plan adopted in February 2024. Additionally, on October 3, 2024, Mr. Lu Jingsheng, representing Ourgame as a member of the company's Nominating Committee, submitted a Notice of Nomination for Directors. The Notice proposed Mr. Li Zhang and Mr. Shaohua Ma as replacements for Mr. Yushi Guo and Mr. Yuanfei Qu, pending approval by the entire board. Source

Quanterix (QTRX) Announces Cooperation Agreement with Kent Lake Capital

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. On August 4, 2025, Quanterix Corporation entered into a Cooperation Agreement with Kent Lake Partners         

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.

·         On April 21, 2025, Kent Lake Partners issued a presentation reiterating its concerns and urges shareholders to vote AGAINST the proposed merger with Akoya Biosciences

·         On July 11, 2025, Kent Lake resubmitted its nomination of the Nominees for election to the Board at the Annual Meeting following the company's disclosure that the Annual Meeting will now be held on September 23, 2025. Source

·         On August 4, 2025, Quanterix Corporation entered into a Cooperation Agreement with Kent Lake Partners, under which the company will work with an executive search firm to appoint a new Class I director by December 1, 2025, and seek stockholder approval in 2025 to declassify its board. The company also agreed to amend its bylaws to adopt majority voting in uncontested elections and retain plurality voting in contested ones. In return, Kent Lake committed to voting, standstill, non-disparagement, and no-litigation provisions through 2027, unless the agreement ends earlier.