13D weekly report - Dec 16, 2024 to Dec 20, 2024

Dr. Hou Challenges Mo Chen’s Control, Calls for Liquidation at TuSimple Holdings (TSP)

Key Summary:  Dr. Xiaodi Hou disputes Mo Chen’s voting control post the expired Proxy Voting Arrangement (Nov 9, 2024) and secured a court order restricting asset transfers and governance changes. Hou calls for liquidation, citing mismanagement, a 91% stock decline, and asset transfers, while launching SaveTuSimple.com to inform stockholders. On May 30, 2024, Camac Fund (5.6%) urged returning excess cash ($2.5/share), reviewing strategic alternatives, and leveraging net operating losses to enhance shareholder value. Mo Chen (19.1%), under a Jan 16, 2024 Cooperation Agreement, supports independent director oversight and faces restrictions during a two-year Standstill Period amid the company's delisting and deregistration process.

Market Cap: $93 million | TuSimple Holdings Inc., an autonomous technology company, develops autonomous technology specifically designed for semi-trucks in the United States and Asia-Pacific region. 

Xiaodi Hou

Dr. Hou, co-founder and former executive officer of the company, disputes Mo Chen’s control of voting power under the expired Proxy Voting Arrangement as of November 9, 2024. Dr. Hou filed for a Temporary Restraining Order (California TRO) to block a $150M transfer of assets to China and initiated a Delaware Action to confirm voting control over 29.7% of shares. The Delaware Chancery Court issued a Status Quo Order restricting asset transfers, mergers, and governance changes without notice. Dr. Hou publicly called for the company’s liquidation, citing mismanagement, a 91% share price decline, and questionable asset transfers to China. He plans to initiate a consent solicitation to replace the Board, except for Mr. Schultz, with independent directors and proposes orderly liquidation. Dr. Hou has launched SaveTuSimple.com to inform stockholders. Source

Camac Fund

On May 30, 2024, Camac Fund (5.6%) issued a press release expressing concerns about the board's governance and indicated readiness to take actions in shareholders' best interests. They recommended immediate actions to enhance shareholder value, including (i) returning excess cash, estimated at over $2.5 per share as of May 2024, due to the stock trading significantly below this value, (ii) initiating a strategic review to explore options for either monetizing or winding down the company's ongoing business operations, given the significant investment and lack of clear commercial viability, and (iii) collaborating with third parties to assess opportunities for maximizing the value of TuSimple's substantial net operating losses.

Mo Chen

On January 16, 2024, Mo Chen (19.1%), the Executive Chairman of the Company's Board of Directors, entered into a Cooperation Agreement with the Company. This agreement, negotiated with a special committee of independent directors, pertains to the delisting and deregistration of the Company's Class A Common Stock. It mandates changes to the Company's Bylaws to ensure at least three independent directors and approval requirements for transactions involving Mr. Chen or Chen Affiliates. During the two-year Standstill Period, Mr. Chen commits to voting in favor of the Company's independent director nominees, while restrictions are placed on his ownership and participation in Extraordinary Transactions, ensuring equitable terms for Common Stock and other equity securities.

Marlton Partners L.P. Open Letter to Shareholders of 180 Degree Capital Corp (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.

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

BML Investment Partners Urges Strategic Alternatives at Atea Pharmaceuticals, Inc (AVIR)

Key Summary: On December 13, 2024, BML Investment Partners (8.1%) urged the Board to pursue a strategic partner or explore other alternatives.

Market Cap: $14 million | Atea Pharmaceuticals, Inc., a clinical-stage biopharmaceutical company, discovers, develops, and commercializes antiviral therapeutics for patients with viral infections.

On December 13th, 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.

Goodwood Inc. Demands Strategic Overhaul and Board Restructuring at COSCIENS Biopharma Inc (CSCI)

Key Summary: On December 19, 2024, Goodwood Inc. urged the Board to cut excessive R&D spending, adopt a sustainable strategy, and overhaul its composition to prioritize value creation. It warned of proposing new directors if changes aren't made.

Market Cap: $8 million | COSCIENS Biopharma Inc., a specialty biopharmaceutical company, engages in developing and commercializing therapeutics and diagnostic tests in Canada, Switzerland, Ireland, Denmark, Germany, the United States, and internationally.

On December 19, 2024, Goodwood Inc. sent a letter to the  Board expressing concerns over excessive research and development spending and an unsustainable strategy. Goodwood called for a major overhaul of the Board, prioritizing value creation, cost-cutting, and eliminating unnecessary R&D programs. Goodwood stated its willingness to engage with the Board on necessary changes, but if no action is taken, it intends to propose new directors for election.

Mantle Ridge LP Adjusts Board Nominations for Upcoming AGM  at Air Products and Chemicals, Inc (APD)

Key Summary: On November 19, 2024, Mantle Ridge filed proxy materials nominating nine nominees for election to the Board at the 2025 AGM. On December 4, 2024, Mantle Ridge LP withdrew its nomination of David Khani, N. Thomas Linebarger, Nichelle-Maynard-Elliott, Donald Wallette, Jr., and J. Steven Whisler, and will only nominate four candidates for election at the Company’s 2025 AGM on January 23, 2025. In September 2013, the company entered an agreement with Pershing Square (holding 9.8%) involving governance changes, including adding three new directors (one representing Pershing Square) to an expanded 14-member board and initiating a CEO search.

Market Cap: $70 billion| Air Products and Chemicals, Inc. provides atmospheric gases, process and specialty gases, equipment, and related services in the Americas, Asia, Europe, the Middle East, India, and internationally. 

Mantle Ridge

• On November 19, 2024, Mantle Ridge filed proxy materials nominating nine nominees for election to the Board at the 2025 AGM. Source
• On December 4, 2024, the Company received notice from Mantle Ridge LP that it was withdrawing its nomination and proposal for each of David Khani, N. Thomas Linebarger, Nichelle-Maynard-Elliott, Donald Wallette, Jr. and J. Steven Whisler, and, accordingly, only nominating its remaining four candidates for election to the Board at the Company’s upcoming 2025 AGM, to be held on January 23, 2025
• On December 9, 2024, Mantle Ridge filed proxy materials seeking support for its nominees.
• On December 17, 2024, Mantle Ridge released a presentation urging governance changes at the company. Mantle Ridge criticized CEO Seifi Ghasemi’s poor capital allocation, weak governance, and failure to plan succession, which led to underperformance against peers and a decade of value erosion. The presentation proposed a shareholder-led Board reconstitution, featuring four director nominees and a leadership "Dream Team" to improve governance, optimize strategy, and unlock long-term value, estimating the company’s potential worth at over $425 per share. Mantle Ridge urged shareholders to support its nominees via the BLUE proxy card.
• On December 19, 2024, Mantle Ridge filed proxy materials seeking support for its nominees.

Pershing Square

• In September 2013, the company entered an agreement with Pershing Square (holding 9.8%) involving governance changes, including adding three new directors (one representing Pershing Square) to an expanded 14-member board and initiating a CEO search. In January 2014, stockholders approved board declassification, and by June 2014, Seifi Ghasemi was elected as Chairman, President, and CEO, with the stockholder rights plan expiring in July. On September 13, 2016, Pershing Square reduced its stake to 7.8%.

JANA Partners and Continental Grain Company to Engage with Lamb Weston Holdings (LW) on Strategic Issues

Key Summary: On October 18, 2024, JANA Partners and Continental Grain Company announced plans to engage with the board and management on issues like shareholder underperformance, operational deficiencies, and strategic alternatives due to the company's poor performance history.

Market Cap: $11 billion | Lamb Weston Holdings, Inc. engages in the production, distribution, and marketing of frozen potato products in the United States, Canada, Mexico, and internationally.

• On October 18, 2024, JANA Partners and Continental Grain Company (together 5.4%) announced plans to engage with the company's board and management to address key issues, including shareholder underperformance, operational deficiencies, capital spending alignment, share repurchase strategies, investor communications, management compensation, environmental standards, resource oversight, corporate governance, and potential strategic alternatives due to the company's poor performance history. Source
• On December 16, 2024, JANA Partners and Continental Grain Company issued a letter to the Board criticizing the company's poor performance, citing operational failures, ineffective leadership, and mismanagement of capital and corporate governance. JANA attributed Lamb Weston's struggles to chronic mis-execution, questionable capital allocation, and inadequate Board oversight, leading to significant financial losses and reputational damage. JANA suggested a formal review of strategic alternatives, including a potential sale, to maximize shareholder value.

Barington Capital Group Sends Letter To Chairman of  the Board of Matthews International (MATW) Highlighting Urgent Need For New Leadership

Key Summary: On December 10, 2024, Barington Capital Group (2%) called for replacing Matthews International CEO Joseph Bartolacci over 18 years of underperformance, nominating three directors for the 2025 Board. It urged divestments, focusing on Memorialization, boosting cost cuts to $80M, reducing debt, and improving governance to unlock shareholder value.

Market Cap: $948 million | Matthews International Corporation provides brand solutions, memorialization products, and industrial technologies worldwide. 

• On December 10, 2024, Barington Capital Group (2%) has urged the company to replace CEO Joseph Bartolacci, citing prolonged underperformance during his 18-year tenure. Barington has nominated three directors for the 2025 Board election and outlined recommendations, including divesting underperforming segments, focusing on high-potential businesses like Memorialization, increasing cost reductions to $80M, reducing debt, and enhancing corporate governance with experienced directors and a declassified Board. Barington believes these actions, coupled with new leadership, are essential to unlocking Matthews' long-term shareholder value. Source
• On December 19, 2024, Barington Capital Group filed proxy materials seeking support for its nominees.

Stadium Capital Management nominated Board candidates to  Sleep Number Corporation (SNBR)

Key Summary: Stadium Capital Management, holding 8.5% as of August 2023, expressed concerns over the company's long-term underperformance and the need for shareholder representation on the Board to improve governance and operations. By September, the firm criticized the Board for poor shareholder returns, capital allocation, and management oversight, requesting a meeting to discuss changes. Following a cooperating agreement in November 2023, the company added two new directors to its Board. Despite recent changes, Stadium Capital, now holding 11%, remains concerned about performance and plans to engage further on the need for additional reforms. On December 2, 2024, Stadium Capital Management nominated four candidates for election to the Board at the 2025 Annual Meeting.

 Market Cap: $332 million| Sleep Number Corporation, together with its subsidiaries, offers sleep solutions and services in the United States.

• On August 25, 2023, Stadium Capital Management (8.5%) stated that it is concerned with the company’s long-term underperformance and believe shareholder representation on the Board is needed to drive improvements to the governance, capital allocation and operations. Stadium Capital stated that it is  engaging in discussions with the Board and management regarding the composition of the Board and opportunities to enhance shareholder value. Source
• On September 13, 2023, Stadium Capital Management (9%) issued a letter and press release to the Board requesting a meeting with the independent directors to discuss the urgent need for shareholder-driven Board change. In the letter, Stadium Capital asserted that the Board has presided over abysmal shareholder returns, egregious capital allocation, poor corporate governance practices and questionable compensation decisions. Stadium Capital also expressed its views that the Board’s ineffective oversight has enabled management to let costs run out-of-control in pursuit of its wellness technology strategy. It has also expressed disappointment with the Board’s rejection of a good faith offer to collaborate on director refreshment, including adding its representative to the board.Valuation insight"Sleep Number spends 2x on R&D relative to Tempur Sealy even though Tempur Sealy generates, by our estimates, roughly 4x the retail sales of Sleep Number. Yet, based on our research, if Sleep Number spent proportionally the same amount on R&D as Tempur Sealy does, Sleep Number’s 2023 expected EPS would double."
• On November 7, 2023, Stadium Capital Management entered into a cooperating agreement with the company and pursuant to it, the company agreed to add Stephen Macadam and Hilary Schneider (the “New Directors”) to its Board. Source
• On October 30, 2024, the company announced Board and corporate governance changes.
• On November 4, 2024, Stadium Capital Management (11%) expressed concerns about the company's long-term performance despite recent leadership and governance changes. The firm intends to engage with the company and other stakeholders to evaluate the need for further changes. Source
• On November 25, 2024, Stadium Capital Management issued a press release and open letter to the  shareholders. In the November 25th Letter, Stadium Capital expressed their views regarding the company’s need for a reconstituted Board and independent CEO search process. Stadium Capital also called on the company to collaborate with them to add new directors to the Board, appoint an Executive Chairman and ensure a wholly independent CEO search process to identify the company’s next leader. Stadium Capital concluded the Letter by making clear that they intend to nominate several exceptionally qualified directors for election at the 2025 AGM if the Board remains unwilling to engage constructively with them on changes they believe are necessary to unlock value at the company.
• On December 2, 2024, Stadium Capital Management nominated Kevin Baker, Patrick A. Hopf, Jeffrey T. Jackson, and Jessica M. Prager for election to the Board at the 2025 Annual Meeting. Stadium Capital also issued a press release supporting the Nominees, emphasizing their experience in capital allocation, product innovation, and turnarounds. Stadium Capital urged the company to collaborate on Board refreshment and an independent CEO search, but stated it would leave the decision to shareholders if the Board does not cooperate. Source
• On December 19, 2024, Stadium Capital issued an open letter to the shareholders outlining a plan to improve governance, strengthen leadership, and reset the CEO search process 

Pinetree Capital Proposes Governance Improvements to TruBridge, Inc (TBRG)

Key Summary: On November 5, 2024, Pinetree Capital Ltd (14.99%) discussed corporate governance improvements with the Board and management, proposing enhanced Board composition for shareholder representation, better alignment of executive compensation, and improved capital allocation.

Market Cap: $267 million | TruBridge, Inc. provides healthcare solutions and services for community hospitals, clinics, and other healthcare systems in the United States and internationally.

• On November 5, 2024, Pinetree Capital Ltd (14.99%) engaged in discussions with the Board and management, proposing improvements to corporate governance practices, enhancing Board composition to include shareholder representation, aligning executive compensation appropriately, and improving capital allocation. Source
• On December 18, 2024, Pinetree Capital Ltd stated that it  has collaborated with the Board on a director assessment process, and had proposed sending a term sheet detailing potential cooperative terms, including recommendations for enhancing corporate governance and Board composition. Source

ISS and Glass Lewis Recommend TechPrecision (TPCS) Stockholders Vote FOR Both of Wynnefield Group's Director Nominees

Key Summary: On October 28, 2024, Wynnefield Partners filed proxy materials seeking support for its nominees. On December 9, 2024, Wynnefield Partners announced that ISS recommended stockholders vote FOR both of Wynnefield Group's Director Nominees. On December 18, 2024, Glass Lewis & Co. has joined ISS in recommending that stockholders vote FOR both Wynnefield nominees.

Market Cap: $33 million | TechPrecision Corporation, together with its subsidiaries, manufactures and sells precision, fabricated, and machined metal structural components and systems in the United States.                   

• On July 2, 2024, Wynnefield Partners (7%) delivered a letter to the company stating their intention to nominate General Victor Eugene “Gene” Renuart, Jr., U.S. Air Force (Ret.) and Robert D. Straus as members of the Board at the upcoming 2024 AGM. Source
• On July 30, 2024, Wynnefield Partners launched a campaign website at www.rebuildTPCScredibility.com and issued a letter to the stockholders regarding the election of directors to the Board at the 2024 AGM.
• On October 28, 2024, Wynnefield Partners filed proxy materials seeking support for its nominees.
• On November 21, 2024, Wynnefield Partners filed proxy materials seeking support for its nominees.
• On November 22, 2024, Wynnefield Partners issued an Investor Presentation titled “TechPrecision: A Case of Deteriorated Financial Performance, M&A Debacles, Lack of Transparency, Poor Corporate Governance and Poor Board Quality,”
• On December 9, 2024, Wynnefield Partners announced that ISS recommended stockholders vote FOR both of Wynnefield Group's Director Nominees. Source
• On December 12, 2024, Wynnefield announced that ISS changed its initial recommendation report on Andrew Levy from WITHHOLD to FOR. As such, ISS recommended a WITHHOLD vote on 3 of 6 of the Company’s directors. ISS continued to recommend FOR General (Ret.) Gene Renuart and Robert Straus and WITHHOLD on incumbent nominees Crisafulli, McGowan and Schenker on the BLUE proxy card. Source
• On December 18, 2024, Wynnefield Partners announced that the other leading proxy advisory firm, Glass Lewis & Co. has joined ISS in recommending that TechPrecision stockholders vote FOR both Wynnefield nominees, General (Ret) Gene Renuart and Robert Straus and withhold their votes on incumbent directors Crisafulli, McGowan and on Schenker on the BLUE proxy card.

Kellner Group Denounces False Rumors About AIM ImmunoTech Inc (AIM) Short Selling

Key Summary: On August 14, 2024, Mr. Kellner announced plans to nominate himself, Mr. Deutsch, and Mr. Chioini for the 2024 board elections. On September 3, he formally submitted this notice and indicated an additional nominee would be added. On September 11, he updated the notice to include Mr. Sweeney as a nominee. On December 6, 2024, Mr. Kellner announced ISS supports the Kellner Group and urges stockholders to vote for their nominees and against CEO Thomas Equels.

Market Cap: $14 million | AIM ImmunoTech Inc., an immuno-pharma company, focuses on the research and development of therapeutics to treat multiple types of cancers, viral diseases, and immune-deficiency disorders in the United States. 

• On August 7, 2023, Ted D. Kellner (who, together with Todd Deutsch, owns 6.5%) stated that he had delivered a notice to the Company regarding his intent to nominate himself, Mr. Chioini, and Mr. Deutsch for election to the board at the 2023 AGM. Source
• On August 23, 2023, the Company rejected Mr. Kellner's Notice. On August 25, Mr. Kellner sued in the Delaware Court of Chancery seeking declarations that the bylaw amendments are unlawful and accuses directors of breaching fiduciary duties. He requested a quick trial before the 2023 Annual Meeting. Source
• On October 13, 2023, Ted D. Kellner filed proxy materials seeking support for his nominees. Source
• On November 1, 2023, Ted D. Kellner filed proxy materials seeking support for his nominees.
• On December 28, 2023, the Delaware Court of Chancery invalidated four advance notice bylaw provisions that had been adopted by the Board in March 2023, favoring Mr. Kellner. However, the Court found that Mr. Kellner's notice of nominations did not comply with some of the Company's remaining advance notice provisions. Mr. Kellner disagreed with the Court's opinion on this matter and pursued an expedited appeal while seeking to halt the Company's Annual Meeting during the appeal. AIM had announced that it would disregard Kellner Group's nominations, but stockholders still had the option to "withhold" votes for incumbent directors. Mr. Kellner had intended to pursue his appeal and seek relief for a stockholder vote on Kellner Group nominees, even if the Annual Meeting proceeded as scheduled.
• At the AGM held on January 5, 2024, shareholders have elected all four of the Company’s directors.  But two directors received more than 40% withheld votes. Source
• On August 14, 2024, Mr. Kellner stated that he intends to submit a notice to nominate himself, Mr. Deutsch, and Mr. Chioini for election to the Company’s board of directors at the 2024 annual meeting of stockholders well ahead of the September 13, 2024 deadline. Source
• On September 3, 2024, Mr. Kellner submitted to the Company notice of his intent to nominate himself, Mr. Deutsch and Mr. Chioini for election to the board at the 2024 AGM. Mr. Kellner also notified the Company that he would supplement the Notice no later than September 13, 2024 to identify an additional highly qualified and independent nominee. Source
• On September 11, 2024, Mr. Kellner updated his previous notice to the Company, adding Mr. Sweeney as a nominee alongside himself, Mr. Deutsch, and Mr. Chioini for election to the board of directors at the 2024 Annual Meeting of stockholders. Source
• On October 30, 2024, Mr. Kellner filed proxy materials seeking support for his nominees.
• On November 14, 2024, Mr. Kellner filed proxy materials seeking support for his nominees.
• On December 6, 2024, Mr. Kellner stated that ISS supports the Kellner Group, urging stockholders to vote for their nominees and against current Board members, particularly CEO Thomas Equels. Source
• On December 10, 2024, The Kellner Group (5.04%) announced that Dr. William A. Carter, co-inventor of Ampligen and former AIM CEO, has agreed to chair AIM’s Scientific Advisory Board if the Kellner Group Nominees are elected to the Board. Dr. Carter emphasized the potential of Ampligen and outlined steps for its commercialization, including restoring relationships with the FDA, National Cancer Institute, and global clinical partners. Source
• On December 14, 2024, the Kellner Group issued a press release denouncing false claims about short selling, stating they have never shorted AIM stock and accusing the incumbent Board, led by CEO Thomas Equels, of spreading deceptive rumors to deflect from their failures.

Past

In July 2022, Jonathan Jorgl and his nominees, Robert L. Chioini and Michael Rice, collectively known as the AIM Stockholder Full Value Committee, notified AIM ImmunoTech Inc of their intention to nominate Chioini and Rice for the company's board, aiming to replace Directors William Mitchell and Stewart Appelrouth. The committee reiterated its commitment to this cause in August, and later, in September, filed proxy materials seeking support for their nominees. Disagreements arose as AIM considered the nomination notice invalid due to non-compliance with the company's bylaws. Jorgl sued AIM in Delaware's Chancery Court seeking validation of the nomination. In October, AIM's claims against the committee were dismissed, and the committee continued to voice its concerns, especially after discovering alarming statements made by incumbent directors during the ongoing legal proceedings. In November, the Chancery Court denied Jorgl's plea for a preliminary injunction. Although the committee disagreed with this decision, they opted against proceeding with a trial or seeking an appeal. Finally, at the AGM held on November 3, 2022, all three company's director nominees were elected to the Board.