13D weekly report - January 05, 2025 to January 02, 2026

Friedland Enterprises calls for governance overhaul and strategic review at Lulu's Fashion Lounge Holdings, Inc. (LVLU)

Key Summary:  On January 9, 2026, Friedland Enterprises (5%) said the Company is deeply undervalued despite improved results, citing poor governance, weak investor communications, and heavy value destruction since the IPO, and called for reforms including reducing authorized shares, refreshing and re-incentivizing the board, strengthening finance and investor relations, and evaluating strategic alternatives such as a sale or take-private transaction.

Market Cap: $19 million| Lulu's Fashion Lounge Holdings, Inc. operates as an online retailer of women's apparel, footwear, and accessories in the United State. 

On January 9, 2026, Friedland Enterprises (5%) contends the Company is significantly undervalued despite improved profitability, margins, and cash flow, blaming the disconnect on poor governance, weak investor communications, and a board that has overseen a 95%+ share price decline since the IPO. It criticizes the reverse stock split that preserved Nasdaq listing while leaving excessive dilution capacity and calls for governance and strategic reforms, including reducing authorized shares, refreshing and re-incentivizing the board, strengthening finance and investor relations leadership, and forming a special committee to evaluate strategic alternatives such as a sale or take-private transaction. Source

EHS Announces Three Highly Qualified Director Nominees for Election to TrueBlue (TBI) Board

Key Summary:  On January 8, 2026, EHS Management, LLC criticized TrueBlue, Inc.’s board refresh, saying the addition of two directors fails to address gaps in staffing, digital, and capital allocation expertise and may entrench long-tenured members. EHS urged shareholders to determine the scope of board change and nominated three directors to strengthen operations, digital strategy, and capital allocation.

Market Cap: $136 million| TrueBlue, Inc., together with its subsidiaries, provides specialized workforce solutions in the United States, Canada, the United Kingdom, Australia, and Puerto Rico.

On January 8, 2026, EHS Management, LLC, a significant shareholder of TrueBlue, Inc., issued a press release welcoming the addition of two new directors but criticizing the Board for failing to address persistent gaps in staffing, digital, and capital allocation expertise, weak insider ownership, and poor M&A oversight. EHS argued the refresh risks entrenching long-tenured directors rather than driving real change, noted the Board did not consult EHS before announcing changes, and called for shareholders—not incumbents—to decide the scope of Board renewal. EHS nominated three directors—Wayne Larkin, Dave Fleischman, and Eric H. Su—aimed at strengthening staffing excellence, digital transformation, and disciplined capital allocation to unlock long-term shareholder value. Source

Global Value Investment Corp reaches agreement with Hooker Furnishings Corporation (HOFT)

Key Summary:  On June 5, 2025, Jeff Geygan of GVIC (5.1% holder) criticized Hooker Furnishings’ 53% stock decline and poor financials, blaming strategic missteps, failed acquisitions, and a costly ERP rollout. He also flagged weak board ownership and accountability, and signaled plans to seek governance rights or nominate directors at the next AGM. On January 1, 2026, the company entered into a Cooperation Agreement with Global Value Investment Corp to jointly appoint an independent director within 45 days, expand the Board from eight to nine members

Market Cap: $102 million| Hooker Furnishings Corporation designs, manufactures, imports, and markets residential household, hospitality, and contract furniture products. 

·         On June 5, 2025, Jeff Geygan, founder of Global Value Investment Corp and holder of 5.1% of Hooker Furnishings, criticized the company’s prolonged underperformance, citing a 53.2% stock decline since GVIC’s 2020 investment and sharp deterioration in financial metrics. He attributed the decline to poor strategic decisions, failed acquisitions, flawed warehousing, and a costly ERP rollout. Geygan also flagged the board’s lack of meaningful equity ownership and accountability, particularly targeting Chairman Beeler’s 32-year tenure with minimal stock ownership. After two years of unsuccessful private engagement, GVIC plans to seek governance rights and may nominate directors ahead of the next annual meeting. Source

·         On November 6, 2025, Global Value Investment Corp delivered to the Board a letter criticizing the company’s poor financial and stock performance, citing a 33.8% revenue decline, negative operating margins, and a 43.7% share price drop over three years. GVIC blamed the board for missteps including the costly Home Meridian acquisition, failed channel strategy, and ERP overspending, arguing these reflected weak governance and poor oversight. It also condemned the board’s minimal share ownership—particularly Chairman W. Christopher Beeler’s negligible open-market purchases over decades—as evidence of poor alignment with shareholders. Despite prior meetings with management to advocate for operational and strategic reform, GVIC said the board has resisted meaningful engagement and called for a reevaluation of board composition to restore accountability and shareholder value.

·         On January 1, 2026, the company entered into a Cooperation Agreement with Global Value Investment Corp to jointly appoint an independent director within 45 days, expand the Board from eight to nine members, place the new director on all committees, and include the nominee on the Board’s slate for the 2026 and 2027 annual meetings, with at least one current director not standing for re-election in 2026. In exchange, Global Value Investment Corp agreed to vote with the Board’s recommendations (subject to limited exceptions) and to customary standstill and non-disparagement provisions, including a 9.9% ownership cap, until the standstill termination date tied to the 2027–2028 annual meeting timeline.

Bandera Partners secured a board seat in Joint Corp (JYNT)

Key Summary: On September 15, 2023, Bandera Partners (25%) considered engaging with management after the company's financial restatement and delayed Q2 2023 report. On November 6, 2023, they entered a Nomination and Standstill Agreement, appointing Jefferson Gramm to the Board. On January 5, 2026, Bandera Partners entered into a letter agreement with the issuer under which the company agreed to nominate Jefferson Gramm to its board at the 2026 annual meeting

Market Cap: $134 million| The Joint Corp. develops, owns, operates, supports, and manages chiropractic clinics.

·         On September 15, 2023, Bandera Partners (25%) stated that it may engage in talks with the management and Board following the company's restatement of its 2022 financials and failure to file its Q2 2023 report timely, to discuss ways to increase stockholder value. Source

·         On November 6, 2023, Bandera Partners entered into a Nomination and Standstill Agreement with the company and pursuant to it, the company agreed to appoint Jefferson Gramm, Managing member of Bandera Partners, to the Board.

·         On January 5, 2026, Bandera Partners entered into a letter agreement with the issuer under which the company agreed to nominate Jefferson Gramm to its board at the 2026 annual meeting and recommend shareholders vote in his favor, while Bandera agreed not to increase its ownership above 3,937,296 shares (excluding director-related awards) until the earlier of 30 days before the 2027 nomination deadline or January 21, 2027.

TruBridge, Inc (TBRG) announces Cooperation Agreements with Pinetree Capital

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. On Feb 12, 2025, the company announced two directors to join its Board as a part of Cooperation Agreements with Pinetree Capital and Ocho Investments. On January 7, 2026, the company and Pinetree Capital entered into a cooperation agreement under which the Board will expand from nine to ten directors, appoint Damien Leonard within four business days and nominate him for election at the 2026 annual meeting

Market Cap: $398 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

·         On February 11, 2025, the company announced cooperation agreements with Pinetree Capital Ltd. and Ocho Investments LLC. Through these agreements, TruBridge expanded its board of directors by appointing Jerry Canada and Dris Upitis as independent directors. The agreements include initiatives like declassifying the board and terminating the stockholder rights plan, indicating a strategic move to enhance operational effectiveness and growth.

·         On January 7, 2026, the company and Pinetree Capital entered into a cooperation agreement under which the Board will expand from nine to ten directors, appoint Damien Leonard within four business days and nominate him for election at the 2026 annual meeting, with an expected appointment to the Compensation Committee; David A. Dye will not stand for re-election, two long-tenured directors will retire at the 2026 annual meeting, Andris Upitis and Jerry Canada will be re-nominated, and an additional long-tenured director will retire after the 2027 annual meeting, with the Board considering a replacement proposed by Pinetree Capital.

Merger proposal was not approved by the shareholders of STAAR Surgical’s (STAA)

Key Summary: From early 2024 to late 2025, Broadwood Partners steadily increased its stake in STAAR Surgical to over 25%, repeatedly voicing confidence in management and governance improvements while opposing any sale below long-term value. Following Alcon’s $28-per-share acquisition proposal, Broadwood and Yunqi Capital (5.1%) led a vigorous campaign against the deal, citing a flawed process, undervaluation, ignored competing interest, and conflicts of interest. Supported by major proxy advisors, they urged shareholders to reject the merger, demanded transparency, and called for governance reforms, with Yunqi later proposing board representation to realign the company’s direction. At the Special Meeting held on January 6, 2026, the merger proposal was not approved by the shareholders.                                                                                 

Market Cap: $1.3 billion | STAAR Surgical Company designs, develops, manufactures and sells implantable lenses for the eye and delivery systems used to deliver the lenses into the eye.

·         On January 10, 2024, Broadwood Partners (22.1%) stated that despite the company's stock price having fallen since its last filing in November 2023, it believed the company had continued to grow and improve its financials. It opposed any acquisition offer at a price below its perceived long-term value. Broadwood Partners also emphasized the importance of corporate governance and shareholder alignment, noting past contributions and recent improvements. It planned to remain engaged in dialogue with the Board and other shareholders for further governance enhancements and value creation. Source

·         On March 3, 2025, Broadwood Partners raised its stake to 24.2% and expressed support for the new CEO, expecting improved profitability and growth, while also engaging with the Board on governance and strategic issues to foster long-term shareholder value. Source

·         On April 2, 2025, Broadwood Partners raised its stake to 25.4% and support the new CEO and Interim CFO, citing their track records, and welcome recent governance improvements, including the separation of CEO and Chair roles and the addition of Asia-focused directors.

·         On August 5, 2025, the company agreed to be acquired by Alcon, but Broadwood Partners remains undecided, seeking records on the merger process and exploring alternative partners or strategies to enhance shareholder value. Source

·         On August 5, 2025, the company announced that it had entered into a definitive merger agreement through which Alcon will acquire the company. On September 2, 2025, Broadwood Partners announced it will vote against Alcon’s proposed acquisition, citing serious process and valuation flaws. Broadwood argued the deal undervalues STAAR, noting Alcon’s earlier, higher $55 + $7 CVR offer, the lack of a proper market check, and that STAAR’s improving fundamentals and cost discipline were ignored when the deal was struck. Source

·         On September 15, 2025, Broadwood Partners filed proxy materials urging stockholders to vote against the proposed merger with Alcon Research, arguing it is not in shareholders’ best interests. Source

·         On September 22, 2025, Yunqi Capital (5.1%) announced it will vote against the company’s proposed $28 per share sale to Alcon, arguing the deal materially undervalues STAAR and results from a flawed process. In an open letter, Yunqi criticized the Board for engaging only with Alcon, limiting competing bids, and adopting an overly pessimistic view of China—STAAR’s key market—despite signs of recovery. While open to a transaction at a fair price, Yunqi urged shareholders to reject the current terms, stressing STAAR’s strong standalone prospects in the global refractive surgery market.

·         On September 24, 2025, the Broadwood Partners filed a definitive proxy statement and GREEN proxy card with the SEC urging shareholders to vote AGAINST the proposed merger and related compensation proposal at the upcoming special meeting. They also issued a press release and letter to stockholders announcing their campaign website, www.LetSTAARShine.com, arguing the merger is suboptimal due to poor timing, a flawed process, and conflicts of interest within the board and management. Source

·         On October 2, 2025, Broadwood Partners issued an investor presentation titled “The Wrong Time, Wrong Process and Wrong Price”.

·         On October 6, 2025, Broadwood Partners issued a letter to the shareholders urging them to vote “AGAINST” the $28-per-share sale to Alcon, calling it unjustified after the board rejected Alcon’s $58 offer last year.

·         On October 7, 2025, Yunqi Capital strongly opposes the proposed merger with Alcon, arguing that STAAR significantly underestimates its business strength, especially in China, and misrepresents its performance and market position. Source

·         On October 9, 2025, Glass Lewis & Co. recommended that shareholders vote against the proposed $28-per-share sale of STAAR to Alcon AG. Source

·         On October 14, 2025, Broadwood Partners criticized STAAR’s delayed disclosure that another strategic buyer had expressed acquisition interest in April 2025—information allegedly withheld from the full board when it approved the sale to Alcon. Broadwood called this a serious breach of transparency and governance, noting STAAR’s CEO and Board Chair ignored the outreach from a major private equity–backed suitor and only acknowledged it in a recent SEC filing. Broadwood urged shareholders to vote against the proposed Alcon acquisition, citing a flawed sale process and lack of disclosure. Source

·         On October 15, 2025, Broadwood Partners announced that all three major proxy advisory firms—ISS, Glass Lewis, and Egan-Jones—have recommended STAAR Surgical shareholders vote against the proposed sale to Alcon

·         On October 17, 2025, Broadwood Partners sent a letter to STAAR’s board urging it to proceed with the October 23, 2025 shareholder vote on the proposed sale to Alcon without delay or manipulation. Broadwood criticized the sale process as flawed and the deal price as inadequate, noting that major investors and proxy advisors also oppose it.

·         On October 21, 2025 Yunqi Capital issued via press release an open letter to the board of directors further discussing its continued intention to vote against the Proposed Merger.

·         On October 21, 2025, Broadwood Partners informed the Board of their intent to call a separate special meeting to remove several directors (yet to be identified) and warned the Board not to take any action regarding the proposed merger before the October 23, 2025 stockholder vote. Source

·         On October 25, 2025, Yunqi Capital via press release an open letter to the board opposing the Board’s decision to delay the shareholder vote on the $28-per-share sale to Alcon, calling it unnecessary and harmful. It warned against a new “go-shop” or rushed sale, citing conflicts of interest and the deterrent effect of Alcon’s low offer. Yunqi urged the Board to end the Alcon deal and later pursue a proper strategic review from a stronger position, noting rising ICL demand in China and urging disclosure of in-market sales data to reflect STAAR’s improving fundamentals.

·         On October 27, 2025, STAAR Surgical postponed its special meeting to vote on the merger with Alcon from November 6 to December 3, 2025. Source

·         On October 31, 2025, Yunqi Capital issued a press release urging the board to terminate the proposed merger, criticizing the adjournment and postponement of the special meeting, and highlighting stockholder opposition already reflected in the vote. They also suggested adding stockholder representation to the board, proposing Yunqi Capital’s CIO, Christopher M. Wang, as a potential director.

·         On November 4, 2025, Alcon released investor materials supporting its proposed acquisition of STAAR Surgical, emphasizing that the offer provides a premium well above comparable MedTech deals and delivers certain value to shareholders. The company criticized Broadwood Partners’ opposition campaign as a “silent takeover” aimed at seizing control of STAAR without offering stockholders any premium or alternative transaction. Alcon reiterated its request for STAAR’s board to accept an amended merger agreement that includes an unencumbered go-shop period, asserting this would confirm that Alcon’s proposal offers the best outcome for shareholders. Source

·         On November 4, 2025, Broadwood Partners denounced Alcon’s investor presentation as misleading and self-serving, accusing both Alcon and STAAR’s board of spreading false claims to justify an undervalued takeover. Broadwood argued that STAAR’s board has no obligation to seek Alcon’s consent to remain independent or explore alternatives and urged shareholders to vote “AGAINST” the merger. The firm criticized the board for delaying the vote despite widespread shareholder and proxy advisor opposition and asserted that, once the deal is rejected, STAAR can freely pursue a proper strategic process. Source

·         On November 6, 2025, Broadwood Partners, L.P. and its affiliates updated their website, www.LetSTAARShine.com, to include a press release issued by Yunqi Capital Limited on the same date. Yunqi Capital applauded strong Q3 results and renewed its call to terminate the $28-per-share sale to Alcon, saying the offer undervalues the company. It argued China’s issues are temporary, accused Alcon of selective data use, and noted 72% of shares reportedly opposed the merger.

·         On December 2, 2025, Broadwood Partners stated that it is moving to call a special shareholder meeting to remove three directors—Chair Elizabeth Yeu, CEO Stephen Farrell, and Compensation Chair Arthur Butcher—arguing they oversaw a flawed, conflicted sale process that pushed an undervalued deal with Alcon while ignoring alternative interest. Broadwood claims undisclosed relationships, excessive golden parachutes, and misaligned incentives eroded trust, and says board refreshment is needed to restore credibility and ensure any strategic alternatives process is independent, fair, and aimed at maximizing value. Source

·         On December 8, 2025, Broadwood Partners announced that proxy advisor Egan-Jones has reaffirmed its recommendation that STAAR Surgical shareholders vote against the proposed sale to Alcon, criticizing the rushed 30-day go-shop as superficial and saying the valuation, process integrity, and board objectivity remain unacceptable.

·         On December 9, 2025, Alcon raised its offer for STAAR to $30.75 per share after a failed go-shop, adding $150 million in value and cutting executive payouts, while urging shareholders to approve the now $1.6 billion deal. Broadwood, with 30.2% ownership, opposes the transaction, arguing the sale process was conflicted, undervalued the company, and ignored prior higher offers. It maintains STAAR is worth more as an independent business and urges shareholders to vote against the deal. Source

·         On December 11, 2025, Yunqi Capital urges shareholders to reject the revised $30.75-per-share Alcon deal, arguing STAAR is rebounding and not ready for sale, and that the board ran a flawed, restrictive go-shop designed to lock in Alcon rather than seek real alternatives. Source

·         On December 11, 2025, Broadwood Partners issued an investor presentation titled “Still the Wrong Time, Wrong Process and Wrong Price,”

·         On December 12, 2025, Broadwood Partners said Glass Lewis reaffirmed its recommendation that STAAR Surgical shareholders vote AGAINST the proposed sale to Alcon, arguing the revised offer is not compelling and the board lacks credibility. Source

·         On December 19, 2025, Broadwood Partners criticized the Board for postponing for a fourth time the shareholder vote on STAAR’s proposed sale to Alcon Inc., pushing the meeting from October 23, 2025 to January 6, 2026. Broadwood argued the delays reflect weak shareholder support, called the transaction ill-conceived on price and timing, cited opposition from major shareholders, proxy advisors, and a company director, and urged the Board to allow a final vote and shareholders to reject the deal. Source

·         At the Special Meeting held on January 6, 2026, the merger proposal was not approved by the shareholders.

YZi Labs Files Preliminary Consent Statement to Expand the Board of CEA Industries Inc. (BNC) and Elect Additional Directors

Key Summary: On November 27, 2025, YZi Labs Management filed a preliminary consent statement to expand the board and elect new directors, citing weak execution, poor communication, SEC filing delays, and stock underperformance despite a $500 million PIPE and gains in BNB, the company’s main treasury asset.

Market Cap: $304 million | CEA Industries Inc., through its subsidiary, Surna Cultivation Technologies LLC, focuses on the sale of environmental control and other technologies and services to the controlled environment agriculture (CEA) industry in the United States and Canada.

·         On November 27, 2025, YZi Labs Management filed a preliminary consent statement seeking written consents to expand the board and elect new directors, arguing that stronger oversight is needed after what it sees as weak execution, poor communication, SEC filing delays, and stock underperformance despite a $500 million PIPE and appreciation in BNB, the company’s primary treasury asset. Source

·         On December 3, 2025, YZi Labs Management filed a preliminary consent solicitation accused 10X Capital of mismanagement, transparency failures, and abandoning BNC’s promised BNB Treasury Strategy, contributing to severe shareholder value destruction. It demanded corrective action and solicited consents to expand the board with independent directors. Source

·         On December 19, 2025, YZi Labs and seven nominees formed a group (4.9%) to jointly file Schedule 13D disclosures, pursue board representation, and solicit consents to expand the board and elect the nominees, with YZi Labs controlling nominee trading and covering related expenses, and plans to file a revised preliminary Schedule 14A to seek these consents. Source

·         On December 29, 2025, the company adopted a poison pill and stricter bylaws requiring extensive disclosures and forms for nominating directors or soliciting consents. That same day, YZi Labs requested the required documents to continue its effort to expand the Board and appoint its nominees, and Ms. Zhang requested the relevant director guidelines. Source

·         On January 5, 2026, YZi Labs Management Ltd. issued a press release sharply criticizing CEA Industries Inc. for adopting a poison pill and defensive bylaw amendments, arguing the moves are stockholder-unfriendly, legally excessive, and aimed at board entrenchment rather than shareholder interests. YZi accused the Board of delaying the 2025 annual meeting, undermining a free and fair director election process, and misrepresenting past consideration of alternative crypto tokens, citing public comments by the CEO and conflicts involving board members, while reaffirming its intent to give shareholders the opportunity to elect new directors at the 2025 annual meeting.

Barington launches proxy contest at Matthews International (MATW)

Key Summary: On December 10, 2024, Barington Capital (2%) urged CEO replacement and strategic reforms at Matthews International, later welcoming the January 8, 2025 sale of SGK Brand Solutions it had long advocated, while shareholders ultimately elected the company’s nominees at the February 20, 2025 AGM. On January 5, 2026, Barington (3.2%) launched a proxy fight at Matthews International seeking to elect two nominees, back board declassification, and push governance reforms at the 2026 AGM.

Market Cap: $806 million | Matthews International Corporation provides brand solutions, memorialization products, and industrial technologies worldwide. 

On January 5, 2026, Barington Companies Equity Partners, L.P., which owns about 3.2% of Matthews International Corporation, launched a proxy solicitation seeking to elect its two nominees, Chan W. Galbato and James Mitarotonda, to Matthews’ Board at the 2026 annual meeting, arguing the Board needs meaningful reconstitution to enhance long-term shareholder value. Barington supports the Company’s proposal to declassify the Board and is soliciting votes via its GOLD universal proxy card for its two nominees and two unopposed company nominees, while urging shareholders to back governance reforms and oppose other company nominees it believes are less qualified.

Past

·         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

·         On January 2, 2025, Barington Capital Group filed proxy materials seeking support for its nominees

·         On January 8, 2025, the company has entered into a definitive agreement to sell its SGK Brand Solutions segment to a newly formed entity created by SGS & Co affiliates, which will merge SGK with SGS. Barington Capital welcomed the decision to sell the underperforming SGK Brand Solutions, a move it has advocated since 2022. Barington noted the sale, following a $266.2 million write-down, came only after its push for management and Board changes. Source

·         On January 21, 2025, Barington Capital issued a press release and a letter to Matthews International shareholders, urging them to vote for its director nominees—Ana Amicarella, Chan Galbato, and James Mitarotonda.

·         On January 21, 2025, Barington Capital issued a presentation  expressing its views on the company. Barington Capital Group highlighted the company's substantial embedded value, estimating the potential worth of its core businesses at $44-57 per share, excluding any value from its Energy Storage segment. This valuation incorporates insights from the recent SGK Brand Solutions transaction, valuing that specific business within Matthews at $21-23 per share.

·         On January 28, 2025, Barington Capital announced that Egan-Jones recommended Matthews International shareholders vote "FOR" all of Barington’s director nominees at the upcoming Annual Meeting. Egan-Jones also advised withholding votes for Matthews’ current nominees and rejecting the company’s other proposals. Source

·         On February 7, 2025, Barington Capital announced that ISS has recommended that shareholders vote on the GOLD proxy card “FOR” the election of ALL of Barington’s highly skilled director nominees scheduled to be held February 20, 2025. Source

·         On February 10, 2025, Barington Capital announced that Glass Lewis, a leading proxy advisory firm, joined ISS and Egan-Jones in recommending Matthews International shareholders vote the GOLD proxy card “FOR” all of Barington’s director nominees

·         At the AGM held on February 20, 2025, shareholders elected the company's director nominees to the Board.