13D weekly report - August 25, 2025 to August 29, 2025

Braemar Hotels & Resorts Inc (BHR) and Ghassemieh Group enter into Cooperation Agreement

Key Summary: On June 2, 2025 Mr. Bob Ghassemieh (together with other angry shareholders) nominated himself, Fred Ghassemieh and Samuel Jagger for election at the 2025 AGM. On August 25, 2025, Mr. Bob Ghassemieh entered into a cooperation agreement with the company pursuant to which the Issuer appointed Bob Ghassemieh to the Board. On March 22, 2024, Blackwells Capital LLC, along with its affiliates and Jason Aintabi, solicit support from stockholders for significant changes at the upcoming 2024 Annual Meeting. On June 3, 2024, Wafic Rida Saïd of Al Shams Investments LTD (9.8%) emailed Braemar's Chairman, Monty J. Bennett, and CEO Richard J. Stockton, proposing management changes, such as terminating the agreement with Ashford Inc. and appointing independent directors. On July 2, 2024, the company reached a cooperation agreement with Blackwells Capital LLC, wherein Blackwells will withdraw director nominations, cease proxy solicitation, support Braemar's directors and proposals at the 2024 Annual Meeting. On July 4, 2024, Al Shams Investments LTD expressed concerns Regarding Braemar's (BHR) Cooperation Agreement with Blackwells Parties. On November 7, 2024, Al Shams Investments expressed concerns over Braemar’s corporate governance, including conflicts of interest and excessive fees paid to Ashford Inc., leading them to consider a proxy fight and initiate an investigation.

Market Cap: $209 million | Braemar Hotels & Resorts Inc. is a real estate investment trust (REIT) focused on investing in luxury hotels and resorts.

Bob Ghassemieh

·         On June 2, 2025, Mr. Bob Ghassemieh (together with other angry shareholders) nominated himself, Fred Ghassemieh and Samuel Jagger for election at the 2025 AGM. They also accused the board of manipulating the AGM timeline to obstruct nominations. They intend to continue engaging with management, the Board, stockholders, and others regarding their investment, Board representation, Board composition, and other strategic initiatives.

·         On August 25, 2025, Mr. Bob Ghassemieh entered into a cooperation agreement with the company pursuant to which the Issuer appointed Bob Ghassemieh to the Board. The company has also agreed to nominate Mr. Ghassemieh for election at the 2025 and 2026 AGM.

Blackwells Capital LLC & Al Shams Investments LTD

·         On March 22, 2024, Blackwells Capital LLC, along with its affiliates and Jason Aintabi, solicit support from stockholders for significant changes at the upcoming 2024 Annual Meeting. The changes proposed are aimed at aligning the corporation's governance policies and board composition more closely with all stockholders' best interests. This effort is encapsulated in the Proxy Statement and involves the election of four Blackwells nominees — Michael Cricenti, Jennifer M. Hill, Betsy L. McCoy, and Steven J. Pully — to the board for one-year terms. Additionally, Blackwells proposes several governance changes:

o   Removing the Bylaws' Overreaching Advance Notice Provision.

o   Preventing any current/former employee, director, officer, or control person of the Corporation or its affiliates from serving as chairman of the Board.

o   Disclosing all extraordinary transaction proposals received in the past two years and their terms.

o   Disclosing all compensation paid to the Bennett family, The Dallas Express, and its employees, directors, or agents.

Source

·         On March 29, 2024, Blackwells Capital filed proxy materials seeking support for its nominees and proposals.

·         On April 9, 2024, Blackwells Capital issued a presentation regarding the management fees paid by the company to its advisor, Ashford Hospitality Advisors, LLC, a subsidiary of Ashford Inc.

·         On April 10, 2024, Blackwells Capital issued a press release and launched a website, www.NoMoreMonty.com, to communicate with the shareholders in connection with the Corporation’s 2024 AGM.

·         On April 11, 2024, Blackwells Capital filed a lawsuit in the Northern District of Texas against the company and its directors. The complaint accused the corporation of rejecting Blackwells' nomination notice improperly, breaching its bylaws, and violating the Securities Exchange Act of 1934 by issuing misleading statements and omitting necessary disclosures about The Dallas Express as a proxy participant. Source

·         On May 2, 2024, Blackwells Capital filed proxy materials seeking support for its nominees and proposals. Source

·         On May 9, 2024, Blackwells Capital issued a presentation entitled “Too Little, Too Late” regarding the company.

·         On May 20, 2024, Blackwells Capital released a presentation entitled “The Buffoonery of Monty Bennett” exposing Monty Bennett’s buffoonery

·         On June 3, 2024, Wafic Rida Saïd, Al Shams Investments LTD (9.8%), sent an email to Monty J. Bennett, the Chairman of the company, and Richard J. Stockton, the CEO and President of the company, setting forth certain recommendations relating to the management, including the termination of its management agreement with Ashford Inc., and replacement of some directors with independent directors. Source

·         On June 10, 2024, Blackwells Capital released a presentation criticizing Monty Bennett's leadership. Blackwells, supported by independent shareholders, aims to end Braemar's management agreement with Ashford Inc. and reconstitute the Board. Brancous LP1 and Braemar’s second-largest shareholder both voiced concerns about governance and called for changes. Blackwells urges shareholders to vote "FOR" their nominees and proposals on the WHITE proxy card and "AGAINST" Braemar’s executive compensation resolution. Source

·         On June 21, 2024, Blackwells Capital released a letter to shareholders criticizing Mr. Bennett and his associates for poor leadership, extracting nearly a billion dollars in fees, and misleading shareholders. Jason Aintabi, CIO of Blackwells, condemned Mr. Bennett’s actions and called for change, supported by major shareholders like Campbell Capital Management (CCM) and Brancous LP. CCM highlighted the lack of long-term growth under Mr. Bennett and endorsed Blackwells' efforts to restructure Braemar for the benefit of all shareholders.

·         On July 2, 2024, the company reached a cooperation agreement with Blackwells Capital LLC, wherein Blackwells will withdraw director nominations, cease proxy solicitation, support Braemar's directors and proposals at the 2024 Annual Meeting, and purchase 3.5 million shares of Braemar stock, partly financed by Braemar. Braemar will also add an additional independent director to its Board of Directors and will consider Blackwells’ input in this selection.

·         On July 4, 2024 Mr. Said, Al Shams Investments LTD sent an email to Mr. Stockton and Mr. Bennett expressing concerns about the terms of a Cooperation Agreement entered into on July 2, 2004 among the Company, Ashford Hospitality Trust, Inc. and Ashford Inc., on the one hand, and Blackwells Parties, on the other hand  regarding the withdrawal of the Blackwells Parties’ proxy campaign, dismissal of pending litigation involving the parties and certain other matters.

·         On July 25, 2024 Mr. Said, Al Shams Investments LTD sent an email to Mr. Bennett and Mr. Stockton, expressing displeasure and frustration at the status of discussions with the company, reiterating key proposals in prior communications and requesting commitments from the company by the end of July 2024. Source

·         On November 7, 2024 Mr. Said, Al Shams Investments LTD sent a letter to the shareholders expressing concerns over significant corporate governance issues, including conflicts of interest and excessive management fees paid to Ashford Inc., controlled by Braemar’s board chair, Monty Bennett. Despite repeated requests for reforms—such as ending Braemar’s management agreement with Ashford, renegotiating termination fees, and appointing independent board members—Braemar has not taken action. Al Shams is now considering a proxy fight and has initiated an investigation into potential breaches of fiduciary duty by Braemar's leadership. Al Shams believes that removing these conflicts and bringing in fresh leadership could restore Braemar's long-term success.

Bradley Radoff Backs Strategic Review, Calls Identiv, Inc. (INVE) to Go Private

Key Summary: On March 20, 2025, Bradley L. Radoff (6.2%) criticized the Board for devaluing stockholder investments and opposed re-electing Chairman James E. Ousley and Director Gary Kremen. He plans to vote against all director candidates at the 2025 Annual Meeting if no changes are made. On April 28, 2023, Bleichroeder (12.5%) discussed with the board chairman the need for a strategic review of the company's divisions, a move later confirmed by the company's May 4, 2023 earnings call. On May 22, 2024, with increased ownership at 19.9%, Bleichroeder backed the sale of certain operations to Hawk Acquisition, Inc., but opposed Gary Kremen's re-election to the board, intending to vote against him at the 2024 Annual Meeting of Stockholders.

Market Cap: $87 million| Identiv, Inc. operates as a security technology company that secures things, data, and physical places in the Americas, Europe, the Middle East, and the Asia-Pacific. 

Bradley L. Radoff

·         On March 20, 2025, Bradley L. Radoff (6.2%) criticized the Board for devaluing stockholder investments by selling only part of the company's operations, leaving an underperforming business with significant cash burn and negative enterprise value. They opposed re-electing Chairman James E. Ousley and Director Gary Kremen at the upcoming 2025 Annual Meeting, advocating for their resignation. If these changes aren't made, they plan to vote against all director candidates at the meeting and will engage with the company, stockholders, and other stakeholders on these matters. Source

·         On August 27, 2025, Bradley L. Radoff (8.5%) welcomed the company’s engagement of a financial advisor to explore strategic alternatives, noting that while the company is attractive, its lack of scale makes it better suited to private ownership rather than remaining public; they will only support directors committed to maximizing shareholder value. Source

Bleichroeder

·         On April 28, 2023, Bleichroeder (12.5%) engaged in a discussion with the Chairman of the board to discuss the strategic direction of the company. Specifically, Bleichroeder proposed that the Board consider conducting a strategic review with respect to the company's business divisions. As stated on its May 4, 2023 earnings call, the company has been undertaking such a review with respect to its business units. Source

·         On May 22, 2024, Bleichroeder (19.9%) sent a letter to the Board supporting the sale of certain operations to Hawk Acquisition, Inc. However, they do not back the re-election of Gary Kremen to the board of directors and plan to vote against him at the 2024 Annual Meeting of Stockholders.

Riverstyx and Duc Pham Separately Launch Board Nominations to Charles & Colvard (CTHR) Ahead of October Meeting

Key Summary: On August 22, 2025, Riverstyx Capital Management nominated three Board candidates. On August 25, 2025, Duc Pham submitted a nomination for election to the board at the October 13 annual meeting. 

Market Cap: $2 million| Charles & Colvard, Ltd. operates as a fine jewelry company in the United States and internationally. 

Riverstyx Capital Management

·         On August 27, 2024, Riverstyx Capital Management (8.7%) submitted notice to the Company that it intends to nominate three candidates for election to the Board of Directors at the next annual meeting of shareholders. Source

·         On October 1, 2024, Riverstyx Capital Management issued a letter to the shareholders urging them to support for real change at the company.

·         On October 7, 2024, the company stated that the nomination notice from Riverstyx Capital Management to elect three candidates to the Board of Directors is invalid. It stated that the notice failed to meet the requirements of the company’s 2011 Amended and Restated Bylaws. Missing information includes candidate biographies, ownership stakes, and consent to serve. Source

·         On August 22, 2025, Riverstyx Capital Management (7.4%) submitted to the company, via email and UPS, a notice nominating three individuals, Ben Franklin, Michael R Levin, and Lloyd M Sems, for election to the Board at its 2025 annual meeting. ·Source

Pham Duc Hoang

·         On August 22, 2025, Duc Pham, a long-time investor, stated that he has grown increasingly concerned about the Company’s trajectory and, after securing an irrevocable proxy on August 20, 2025, now controls 9.6% of the voting power (4.99% from his own holdings and 4.61% from Don Pham), making him one of the largest voting shareholders. He plans to seek a board seat to push for governance reform, financial stabilization, and an operational turnaround to restore long-term shareholder value. Source

·         On August 25, 2025, Duc Pham submitted a nomination for election to the board at the October 13 annual meeting. Source

Carlos Daniel Valadez

·         On April 11, 2023, Carlos Daniel Valadez (5.16%) stated that he intended to engage in discussions with the management and the board regarding the company's strategic marketing plan, capital allocation strategy, branding strategy and other related topics. Source

·         On May 15, 2023, Mr. Valdez sent a letter to the Board, requesting certain changes to the company’s strategy.

Joseph Stilwell announced his intent to nominate a Board candidate to IF Bancorp, Inc (IROQ)

Key Summary: On Augut 26, 2025, Joseph Stilwell (7.5%) announced his intent to nominate Scott J. Dworschak for election as a director at the upcoming annual meeting of stockholders

Market Cap: $83 million| IF Bancorp, Inc. operates as the savings and loan holding company for Iroquois Federal Savings and Loan Association that provides a range of banking and financial services to individual and corporate clients.

On Augut 26, 2025, Joseph Stilwell (7.5%) announced his intent to nominate Scott J. Dworschak for election as a director at the upcoming annual meeting of stockholders, with Douglas P. Hutchison as his alternate nominee. Source

Past

·         On December 14, 2018, Joseph Stilwell (6.2%) urged management and the board to maximize shareholder value through repurchases of outstanding Common Stock with excess capital. He stated that he would aggressively seek board representation if the company pursued any action that diluted tangible book value per share. Source

·         On September 24, 2019, Joseph Stilwell reduced his stake to 0.6% stating, that the Board had acted in good faith to maximize shareholder value through share repurchases. 

·         On September 18, 2023, Joseph Stilwell (6.6%) stated that he hopes to work with management and the board to maximize shareholder value. Source

·         On May 28, 2024, Joseph Stilwell (7.5%) announced the submission of a stockholder proposal to prompt the sale of the company. Further, he stated if the Proposal doesn't result in the prompt sale, the intention is to pursue board representation.

·         On November 15, 2024, Joseph Stilwell increased his stake to 8.5%

Hartman issued a letter to the shareholders of Silver Star Properties (SLVS)

Key Summary: In Oct 2023, Allen R. Hartman advocated for Silver Star's liquidation and criticized mismanagement, leading to legal disputes regarding annual meetings. In Dec 2023, Hartman was sued by Silver Star for alleged misconduct. In Jan 2024, the company is conducting a Consent Solicitation to re-elect directors, which Hartman opposes, citing board actions that thwart stockholder choices and violate the company's charter. On March 21, 2025, Allen R. Hartman delivered a letter to the company nominating a slate of three director candidates for election to the board at the 2025 Annual Meeting of Stockholders. On April 10, 2025, Al Hartman criticized Silver Star CEO Gerald Haddock for awarding himself 1 million shares, calling it excessive and a breach of duty.

Market Cap: $28 million| Silver Star Properties REIT, Inc. is a self-managed real estate investment trust that is currently repositioning in an orderly manner into the self storage asset class.

·         On October 17, 2023, Allen R. Hartman (15%) expressed his belief that Silver Star should pursue a liquidation strategy and return capital to investors due to perceived mismanagement. He argued that most stockholders would prefer their capital returned in a Texas commercial property REIT rather than risking it in a national self-storage strategy. Mr. Hartman attributed Silver Star's declining value to mismanagement by the Executive Committee, led by Gerald Haddock. He accused Silver Star of adopting a short-term liquidation approach with asset sales at discounted prices and overinvestment in self-storage ventures at high costs to investors. Silver Star hadn't held an annual stockholder meeting since 2013, leading Mr. Hartman to file a lawsuit for a 2023 meeting. In response, Silver Star changed its Bylaws to allow stockholders to act without a meeting, a move contested by Mr. Hartman as violating Maryland law. Additionally, he and vREIT requested access to Silver Star's stock ledger, which was denied, claiming a lack of a "legitimate purpose." Source

·         On October 19, 2023, Mr. Hartman and vREIT filed a First Amended Complaint in the Maryland Litigation to compel a 2023 annual meeting, inspect the stock ledger, and declare the Purported Bylaw Amendment unlawful. Source

·         On December 14, 2023, Allen R. Hartman issued a press release disclosing that he object to the ongoing consent solicitation and that he is going to vote “NO” to the proposal in the Consent Solicitation for the re-election of Jack I. Tompkins, Gerald W. Haddock and James S. Still to the Board.

·         On December 14, 2023, Silver Star Properties REIT, Inc. initiated legal proceedings against Allen R. Hartman and related parties, alleging multiple charges including fraud, conspiracy, slander of title, and breach of contract. The company contends that the Hartman Defendants engaged in self-dealing, misused company resources, breached fiduciary duties, and conducted fraudulent litigation, resulting in substantial damages. These legal actions seek to address the alleged misconduct and facilitate the recovery of damages. Source Top of Form

·         On January 8, 2024, Silver Star Properties REIT, Inc. stated that it is conducting a Consent Solicitation to re-elect incumbent directors while seeking to reduce the board's size, effectively removing Allen Hartman. Hartman, the largest stockholder, strongly opposes the re-election, alleging that the board is avoiding an annual meeting, violating the company's charter, and preventing meaningful stockholder choices. Source

Silver Star has not held an annual meeting of stockholders in a number of years. The Entrenched Directors have blocked all of Hartman’s efforts to hold an annual meeting where stockholders could have a choice between re-electing the Entrenched Directors versus an alternative slate that has a different vision of the Company. This summer, Hartman reminded the Company of its obligations under law and its charter to hold an annual meeting for the purpose of electing directors and asked when one would be scheduled. Rather than schedule a meeting, the Board enacted a bylaw amendment in an attempt to avoid an annual meeting where stockholders would have a choice, and instead the bylaw amendment would permit directors to be elected by stockholder consent obtained through a consent solicitation. The Hartman Group believes the bylaw amendment was made in bad faith by the Entrenched Directors, is a blatant manipulation of the corporate machinery by them to remain in office, and violates Silver Star’s charter and Maryland law. Hartman has been forced to resort to litigation, and has in fact sued the Company and the Entrenched Directors to declare the bylaw amendment invalid and to compel an annual meeting.

·         On January 12, 2024, Allen Hartman and the Hartman Group sent an email to the shareholders, expressing frustration with the current Board and advocating for the liquidation of the company instead of pursuing a self-storage strategy. They proposed a new board focused on selling properties, paying down debt, and returning capital to shareholders. They cited an estimated conservative value of $8.00 per share and urged investors to revoke their consent solicitation votes to push for liquidation. Source

·         On January 18, 2024, Allen Hartman and the Hartman Group sent a letter to the shareholders countering Haddock's (CEO of the company)claims and the ongoing Consent Solicitation. Hartman denied using the company for personal gain, unlike Haddock, who took fees and awarded himself convertible units. He criticized Haddock's lack of experience and mismanagement, leading to poor company performance and auditor issues. Hartman emphasized the need for liquidation as per the company's charter, opposing the Board's new strategy. He called for a shareholder meeting to decide on asset sales and capital return, urging shareholders to revoke consent to the Board's current plans.

·         On Feb 1, 2024, the company announced that its consent solicitation closed on January 29, 2024. A Maryland court granted a preliminary injunction preventing the Company from counting votes until further notice. The Company is evaluating its options, but existing directors, including the Executive Committee, will remain in place regardless of the vote outcome.

·         On March 21, 2025, Allen R. Hartman (7.9%) delivered a letter to the company nominating a slate of three director candidates, Allen R. Hartman, Brent Longnecker and Benjamin Thomas, for election to the board at the 2025 Annual Meeting of Stockholders. Source

·         On April 1, 2025, the Hartman Group issued a letter to the shareholders criticizing Silver Star Properties’ leadership under Haddock, blaming them for destroying $278 million in net asset value since 2022 through their failed "New Direction Plan." They disputed SSP’s financial claims, highlighted past tenant satisfaction, and accused management of poor asset sales, mismanagement, and excessive compensation. The letter referenced a court order requiring a shareholder vote within six months to choose between liquidation and an alternative strategy, urging shareholders to consider replacing the board and holding management accountable.

·         On April 10, 2025, Al Hartman issued a letter to Silver Star shareholders condemning CEO Gerald Haddock’s award of 1 million shares to himself, calling it excessive and lacking endorsement from reputable compensation experts. Hartman said he spoke with 35 major shareholders representing nearly 20% of shares—97% of whom want Haddock removed. He accused Haddock of breaching fiduciary duty and prioritizing self-enrichment despite the company’s poor performance, suggesting legal action may follow his removal.

·         On May 27, 2025, Al Hartman, former CEO and largest shareholder of Silver Star Properties REIT, urged shareholders to vote in an upcoming proxy to replace current leadership, citing drastic value destruction under CEO Haddock. He highlighted the company’s NAV decline from $412M in 2020 to $134M by mid-2024 and accused Haddock of fiduciary breaches, financial non-disclosure, and misuse of funds to delay the shareholder meeting set for July 7. Source

·         On June 12, 2025, the Hartman Group urged shareholders to vote for its plan to return capital, criticizing current leadership for selling $395M in legacy assets and reinvesting in speculative, cash-negative properties, while insiders enriched themselves. It opposes a $50M preferred equity raise that would dilute common shareholders. Source

·         On June 19, 2025, the Hartman Group issued a letter blaming Silver Star Properties’ collapse on poor leadership following Al Hartman's forced exit. They cited plunging occupancy, distressed asset sales, and negative cash flow, contrasting it with Hartman’s past performance, including high occupancy and profitable exits. The letter urged shareholders to vote the BLUE proxy card to restore former leadership and stop further value destruction.

·         On June 23, 2025, the Hartman Group, owning ~7.8% of Silver Star Properties, alleges the Board triggered a poison pill and changed the Annual Meeting date and record date to entrench its control and dilute their stake. They call it a second misuse of the poison pill to suppress dissent. The group urges shareholders to vote the BLUE proxy card to remove key Board members, reject the company’s strategy, and support asset liquidation and capital return. Legal action is being considered. Source

·         On July 8, 2025, the Hartman Group warned shareholders that Silver Star Properties is illegally soliciting proxy votes despite being barred by the SEC for failing to file audited financials. Hartman urged shareholders to ignore calls from Silver Star or Alliance Advisors, avoid voting on the WHITE card, and stick with the BLUE proxy if already voted. They also flagged Silver Star’s use of a second “poison pill” and confirmed that the Hartman Shareholder Alliance will honor the resulting share split. Source

·         On July 18, 2025, the Hartman Group issued a letter urging to reject the company's turnaround plan and instead support their proposed orderly liquidation strategy, arguing it would return capital to shareholders. They criticized CEO Gerald Haddock for mismanagement, claiming his team caused a 70% NAV decline, sold $550M worth of assets for $395.8M, diverted funds into low-yield storage investments, and enriched themselves with no-cost share awards. The Hartman Group asserted that Haddock’s “New Direction Plan” is value-destructive and called on shareholders to vote the BLUE proxy card to elect their slate and restore accountability.

·         On August 4, 2025, the Hartman Group issued a presentation on Silver Star Properties challenging the current board’s governance and legal practices, citing poor performance and lack of transparency. Hartman’s group advocates for an “orderly liquidation” of assets to maximize shareholder returns and urges investors to support their nominated directors for improved oversight and value realization.

·         On August 14, 2025, the Hartman Group sent a letter to Silver Star Properties’ board members Jack Tompkins and Jim Still, accusing CEO Haddock of mismanagement, erratic behavior, costly legal battles, self-enrichment through stock awards, and mishandling a stock split to deny rightful shares. The letter highlights falling occupancy, failed leasing efforts, and properties being sold at “fire-sale” prices, while criticizing the board for enabling Haddock and exposing themselves to liability. It warns against interfering with the upcoming August 29 shareholder vote, urges immediate accountability, and cautions that further stonewalling could trigger class action lawsuits. Also on August 14, 2025, the Hartman Group distributed a presentation to shareholders. The presentation highlights a 70% NAV decline since 2022 from mismanagement, occupancy losses, and distressed property sales; mini-storage investments are losing money with high debt costs; and CEO Haddock faces criticism for self-enrichment and regulatory breaches. It urges board change and backs three independent nominees—Brent Longnecker, Benjamin Thomas, and Allen R. Hartman—to restore governance and shareholder value.

·         On August 26, 2025, the Hartman Shareholder Alliance sent a letter criticizing Silver Star’s decision to postpone its shareholder meeting to October 6, calling it an excuse to mislead investors, conceal illegal activity, and avoid accountability. The letter accused the Board of chaotic communication, false SEC filings, and violations of fiduciary duty, stressing that every day of delay further erodes shareholder value through mismanagement and asset fire sales. Hartman urged immediate compliance with books and records requests and demanded the shareholder vote proceed without further delay to protect value and restore trust.

Knighted Pastures terminates proxy contest at Allied Gaming & Entertainment (AGAE)

Key Summary: 

Knighted Pastures

From March 2024 to August 2025, Knighted Pastures (29.6%) engaged in a prolonged proxy fight with Allied Gaming, seeking board seats, bylaw changes, and director removals, while also filing lawsuits over governance and the Yellow River transaction. The company countered with legal action, alleging Knighted failed disclosure obligations. Proxy advisor ISS partially supported Knighted’s nominees, but court injunctions blocked votes on directors. On August 28, 2025, citing litigation delays and costs, Knighted ended its proxy contest, withdrew nominations, and donated its shares to charities.

Ourgame International Holdings Limited

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

On August 28, 2025, Knighted Pastures terminated its proxy contest at Allied Gaming & Entertainment after a U.S. District Court issued a preliminary injunction blocking board changes and delaying a shareholder vote over allegations that Knighted acted as part of an undisclosed group. Roy Choi, Managing Member, said the ruling and litigation costs made the contest untenable, leading Knighted to withdraw its six board nominations, step back from its investment, and donate its shares to charities. Choi noted Knighted had previously preserved shareholder value through two successful Delaware lawsuits but stated it would no longer pursue further challenges to Allied Gaming’s board. Source

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