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

Gerald J. Ford Opposes Hilltop Holdings (HTH) Board and Executive Pay in Proxy Vote

Key Summary: On July 17, 2025, Gerald J. Ford submitted proxies for the July 24 meeting to vote 15.6M shares: withhold on all director nominees, against executive pay, and abstain on auditor ratification.

Market Cap: $2 billion| Hilltop Holdings Inc. provides business and consumer banking services. 

On July 17, 2025, Gerald J. Ford submitted proxies for July 24 annual meeting to vote 15.6 million shares: withholding support for all Board-nominated directors, voting against the advisory executive compensation proposal, and abstaining from ratifying the 2025 auditor appointment. Source

Robert Leshner Seeks Board Overhaul and Strategic Shift at LQR House Inc (YHC)

Key Summary: On July 14, 2025, Robert Leshner (57%) launched a push to replace the board, pursue strategic alternatives, and improve governance, possibly removing management and engaging other shareholders.

Market Cap: $5 million| LQR House Inc. provides digital marketing and brand development services for the alcoholic beverage business in the United States.  

On July 14, 2025, Robert Leshner (57%) pushes for a change in management and strategy, intending to remove the current board via written consent or special meeting, nominate a new slate focused on strategic alternatives and governance, and may seek management removal while engaging with other shareholders and third parties. Source

Vardemans File Consent to Remove Freeze Tag (FRZT) CEO and Director

Key Summary: On July 10, 2025, shareholders led by Rob and Don Vardeman (65.9% voting power) moved to remove CEO Craig Holland and Mick Donahoo as directors.

Market Cap: $1 million| Freeze Tag, Inc. develops and publishes location-based mobile social games for consumers and businesses worldwide. 

On July 10, 2025, shareholders led by Rob and Don Vardeman, holding 65.92% of Freeze Tag’s voting power, submitted a written consent to remove CEO Craig Holland and Mick Donahoo as directors. Source

VBF LP Withdraws Activism Following Perion Network Ltd (PERI) Governance Concession

Key Summary: On April 21, 2025, Value Base Ltd (5.85%) opposed the Board's adoption of a Poison Pill, alleging harm to shareholders. On June 26, 2025, Value Base Ltd and Phoenix Insurance Company Ltd. sent a demand letter requesting a shareholder meeting. On July 14, 2025, VBF LP sent a final letter to Perion’s Board, welcoming the removal of the rights plan and urging action on capital structure, acquisition strategy clarity, and executive pay alignment. VBF ended its activist efforts and withdrew the shareholder meeting request.

Market Cap: $504 million| Perion Network Ltd. provides digital advertising solutions to brands, agencies, and retailers in the United States and internationally. 

On April 21, 2025, Value Base Ltd (5.85%) sent a letter to the Board opposing the recent adoption of a Poison Pill, alleging it was harmful to shareholders, illegally implemented, and tainted by board conflicts of interest; they demanded its rescission or submission to a shareholder vote within seven business days. Value Base Ltd is also considering additional actions, such as calling a shareholder meeting or engaging with management and stakeholders, to challenge the Poison Pill. Source

On June 26, 2025, Value Base Ltd and Phoenix Insurance Company Ltd., through legal counsel, sent a demand letter to the Company’s Board requesting an extraordinary shareholders meeting under Israeli law to vote on two proposals: (i) amending the Articles to allow shareholders, by simple majority, to cancel or approve any rights plan, and (ii) canceling the rights plan adopted on April 3, 2025, contingent on the first proposal’s approval. The two shareholders acted independently to meet legal thresholds and confirmed no other agreement or coordination between them exists regarding the Company’s shares.

On July 14, 2025, Value Base Ltd sent a letter to the Board Chairman welcoming the removal of the rights plan and reiterating final concerns around the company’s inefficient capital structure, unclear acquisition strategy, and senior management compensation. VBF LP stated it will not pursue further action or call a shareholder meeting following the rights plan’s cancellation.

Oportun (OPRT) Enters Cooperation Agreement with Findell Capital

Key Summary: Findell Capital Partners (5.4%) criticized the company's poor stock performance compared to its competitor, OneMain Holdings, Inc. They suggested replacing board members, reducing expenses, changing leadership, and improving governance. On March 7, 2024, they nominated three director candidates for the 2024 AGM. On April 22, 2024, the company entered into a cooperation agreement with Findell Capital Management. On March 20, 2025, Findell Capital announced its plans to nominate two directors and believes Oportun is undervalued, proposing operational changes to boost its valuation to $22-$33 per share. On March 27, 2025, Findell Capital Management nominated Sandra Bell and Warren Wilcox to its Board. On July 14, 2025, Findell entered a Cooperation Agreement with the company to appoint Warren Wilcox to the Board

Market Cap: $321 million | Oportun Financial Corporation provides financial services. It offers personal loans and credit cards.    

On November 27, 2023, Findell Capital Partners (5.4%) highlighted that the company's stock had performed poorly compared to its competitor, OneMain Holdings, Inc. Findell Capital Partners believed this was due to wasteful investments and unproductive expenditures by the CEO and a board of directors lacking industry-specific knowledge. Findell Capital Partners suggested the following actions to unlock the company's value: replace board members with subprime lending experience, reduce operating expenditure, replace the then-current leadership team, and adopt shareholder-friendly governance. They intended to work constructively with the Board but reserved the right to take further action if needed to protect shareholder interests. Source

On December 4, 2023, Findell Capital Partners issued a letter to the shareholders expressing serious concerns about Oportun's financial and stock price underperformance under CEO Raul Vazquez.

Valuation Insight

"Oportun's core business is a great one. Under the right cost structure, the Company should generate +$3-$4 in earnings per share and the stock should trade for +$20 a share versus $2.60 a share today."

On March 7, 2024, Findell Capital Partners (6.7%) submitted a letter to the company nominating three director candidates – Susan Ehrlich, Scott Parker, and David Tomlinson – for election to the Board at the 2024 AGM. Findell Capital Partners has been in ongoing constructive and private discussions with the Board and management, aiming to reach a cooperative resolution. Source

On April 19, 2024, the company entered into a cooperation agreement with Findell Capital Management and pursuant to it, the company appointed Scott Parker as a new independent director and Richard Tambor as an observer to its Board. Tambor will also stand for election at the 2024 shareholder meeting.

On March 20, 2025, Findell Capital (9.1%) issued an open letter to the Board calling for leadership changes. It criticized CEO Raul Vasquez and Lead Director R. Neil Williams for their lack of lending experience and poor performance. Findell plans to nominate two experienced directors to replace them, believing Oportun is significantly undervalued. It proposes operational improvements and better leadership to increase the company’s valuation to $22-$33 per share, aiming to remove obstacles posed by the current board.

On March 27, 2025, Findell Capital Management nominated Sandra Bell and Warren Wilcox to its Board. Findell criticized the legacy Board for poor governance and attributed recent stock price recovery to their involvement. They urged stockholders to elect their nominees at the upcoming annual meeting to drive operational improvements and better governance. Source

On May 5, 2025, Findell Capital Management sent a letter to the shareholders that it is pushing for board changes, citing poor oversight, excessive costs, and strategic missteps under CEO Raul Vazquez. Despite some progress with two new directors in 2024, Findell claims legacy board members remain aligned with management and lack lending expertise. It is nominating Warren Wilcox to restore independence, cut costs, and refocus on core lending to unlock shareholder value.

On June 16, 2025, Findell Capital Management released an investor presentation criticizing the legacy board’s oversight and urging the election of Warren Wilcox to add subprime lending expertise. Findell blamed former CEO Raul Vazquez for value destruction, including a $1.5B capital loss and the $211M Hello Digit acquisition, citing a 76% stock decline and poor performance vs. peer OneMain. It credited past improvements to its nominated directors and sees further upside if Oportun cuts $80M in OpEx, removes the 36% rate cap, and targets >40% ROE, estimating a path to over $22/share by 2026.

On July 7, 2025, Findell Capital announced that ISS recommended shareholders vote for Findell’s nominee Warren Wilcox and withhold support for long-tenured CEO Raul Vazquez, citing years of poor governance and a ~55% stock decline since the 2019 IPO. Source

On July 14, 2025, Findell entered a Cooperation Agreement with the company to appoint Warren Wilcox to the Board through 2028, with a retiring director by 2026. Findell withdrew its 2025 nomination and agreed to standstill and voting commitments through the 2028 nomination deadline.

Kent Lake Partners nominated Board candidates to Quanterix (QTRX)

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

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

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

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

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

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

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

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

ISS Sides with Management, Glass Lewis Backs Dissidents at Sonim Technologies, Inc (SONM)

Key Summary: On March 21, 2025, AJP Holding and Orbic North America announced plans to nominate five candidates for the Board at the 2025 Annual Meeting. On April 10, 2025, AJP Holding and Orbic, representing over 1.9 million shares, rejected Sonim Technologies’ claim that their board nomination notice was deficient, calling it a tactic to entrench the current board. On April 24, 2025, AJP and Orbic filed a complaint in the Delaware Court of Chancery against the company and its Board, seeking to block actions preventing director nominations. On June 2, 2024, AJP and Orbic voluntarily dismissed the Delaware Action without prejudice through a stipulated agreement with the Director Defendants. On June 26, 2025, Orbic offered $25M to buy most of Sonim’s assets and, along with AJP, urged stockholders to back their board nominees at the July 18 meeting. On July 14, 2025, ISS backed Sonim's management nominees on the WHITE card, citing board actions and concerns over Orbic’s demands. On July 15, 2025, Glass Lewis supported AJP/Orbic’s three nominees on the BLUE card, calling for boardroom change.

Market Cap: $10 million | Sonim Technologies, Inc. provides ruggedized mobile phones and accessories for task workers.

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

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

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

On April 24, 2025, AJP and Orbic filed a complaint in the Delaware Court of Chancery against the company and its Board, seeking to block actions preventing director nominations per the company's bylaws and alleging fiduciary breaches by the directors. Source

On June 2, 2025, AJP, Orbic and the Director Defendants entered into a Stipulation of Dismissal pursuant to which AJP and Orbic voluntarily discontinued the Delaware Action without prejudice. Source

On June 26, 2025, Orbic submitted a revised non-binding proposal to acquire substantially all of Sonim’s assets for $25 million in cash, subject to specified terms. The same day, AJP and Orbic issued an open letter urging Sonim stockholders to support their slate of independent nominees at the July 18, 2025, Annual Meeting.

On July 9, 2025, AJP Holding and Orbic issued an open letter urging stockholders to vote for their independent board nominees at the upcoming July 18 annual meeting. They criticized Sonim’s board for rejecting a superior, well-financed acquisition offer from Orbic—offering a 66.7% premium—and instead pursuing an exclusive, non-binding deal with Social Mobile® that lacks transparency and signed agreements. AJP and Orbic highlighted Sonim’s 75% stock price plunge, a dilutive offering, and continued value destruction, calling for a complete leadership overhaul to restore shareholder value.

On July 14, 2025, ISS recommended shareholders vote FOR Sonim management nominees in the WHITE proxy card, citing appropriate board actions and concerns over Orbic’s “unreasonable demands and incomplete offers.” Source

On July 15, 2025, Glass Lewis & Co. has recommended that stockholders support immediate and meaningful boardroom change by voting “FOR” the election of three director candidates (Joseph M. Glynn, Surendra Singh and Michael Wallace) proposed by AJP and Orbic on the BLUE proxy card. Source

Brookdale Senior Living Inc (BKD) shareholders elected all the company’s director nominees to the Board

Key Summary: Ortelius Advisors, on March 5, 2025, nominated six new board candidates for Brookdale, citing concerns over underperformance, including declining occupancy rates, margins, and free cash flow. At the AGM held on July 11, 2025, shareholders elected all the company’s director nominees to the Board.

Past activism:

Glenview Capital Management entered a support agreement with Brookdale in 2019, backing the board's nominees and leadership changes.

Land and Buildings Investment Management, in 2018 and 2019, criticized Brookdale's failure to monetize its real estate and called for shareholder-friendly governance, also nominating board candidates and releasing a valuation report showing significant upside potential.

M.Cap: $1.6 billion | Brookdale Senior Living Inc. owns and operates senior living communities in the United States. It operates through five segments: Retirement Centers, Assisted Living, CCRCs Rental, Brookdale Ancillary Services, and Management Services.

Ortelius Advisors

On March 5, 2025, Ortelius Advisors, L.P. issued a letter to the stockholders nominating six new board candidates. They cite concerns over declining occupancy rates, NOI margins, EBITDA margins, and free cash flow, underscoring a substantial drop in tangible book value per share and stock price underperformance relative to benchmarks over seven years.

On April 24, 2025, Ortelius Advisors issued a letter to Brookdale Senior Living shareholders criticizing years of poor performance under the prior CEO and Board, highlighting stock declines, falling occupancy, and negative cash flow. With Cindy Baier’s recent departure as CEO, Ortelius nominated six directors to drive strategic changes, including monetizing underperforming assets, reducing debt, exiting leases, and unlocking real estate value. Ortelius believes these actions could significantly increase shareholder value and urged stockholders to support its nominees for Board refreshment and long-term value creation.

On June 16, 2025, Ortelius Advisors urged shareholders to support its six board nominees, citing years of mismanagement, poor oversight, and stockholder value destruction. Ortelius criticized the board’s renewal of unprofitable lease agreements, failure to address $4.1B in rising net debt, and weak execution on asset monetization. It proposes a materially different strategy—divesting underperforming assets, eliminating the leased portfolio, reducing leverage, and repositioning Brookdale as a real estate-focused operator (GoodCo PropCo), which Ortelius believes could unlock significant value far above the company’s current market cap. Source

On June 23, 2025, ISS recommended that stockholders vote FOR the election of Ortelius nominees to the Board. Source

On July 7, 2025, Ortelius Advisors urged Brookdale Senior Living (NYSE: BKD) shareholders to vote for its six independent nominees, citing years of poor performance, insider-driven board refreshment, and strategic failures. Supported by ISS, Glass Lewis, and Egan-Jones, Ortelius proposed a turnaround plan focused on asset sales, portfolio optimization, and balance sheet repair. Source

At the AGM held on July 11, 2025, shareholders elected all the company’s director nominees to the Board.

Glenview Capital Management

On September 27, 2019, the company announced that it has entered into a support agreement with Glenview Capital Management (11.71%). Pursuant to the agreement, Glenview will vote all of its shares in favor of both the Company’s Class II director nominees, Victoria Freed and Guy Sansone, and with the Board’s recommendations on the other proposals at the 2019 Annual Meeting. In connection with the agreement, Brookdale also announced that if both Ms. Freed and Mr. Sansone are elected to the Board, Mr. Sansone will be appointed Non-Executive Chairman, effective January 1, 2020. Source

Land and Buildings Investment Management

On September 12, 2018, Land and Buildings Investment Management issued an open letter to shareholders expressing concerns that the Board has failed to announce plans to materially monetize company’s real estate. It expressed its disappointment that the board has not accelerated the de-staggering of board elections so that all directors up for election are elected to one-year terms.  It stated that in the absence of any changes to more shareholder-friendly governance policies, it intends to vote against the three directors up for election at Brookdale's AGM.

At the AGM held on October 4, 2018, the incumbent nominees were elected by the shareholders.

On July 16, 2019, Land and Buildings Investment Management issued an open letter to shareholders nominating two candidates for election to the Board at the 2019 annual meeting of shareholders. It stated that it has engaged Green Street Advisors to independently value company and its real estate, leading to a net asset value estimate substantially above share price . Green Street Advisors believes there may be viable opco/propco reit structures, that could lead to a material higher share price –

On July 30, 2019, Land and Buildings Investment Management issued an open letter to shareholders highlighting persistent operational failures, poor capital allocation and balance sheet mismanagement and reiterated that it nominates two candidates for election to the Board at the 2019 annual meeting of shareholders

Valuation Insight

Had the Company simply performed in-line with the Healthcare REIT peers, our estimated net asset value for Brookdale would be more than 50% higher. 

On August 13, 2019, Land & Buildings issued an open letter to shareholders releasing Green Street Advisors’ Report Valuing Brookdale at $13.60 per share. It stated that Green Street’s findings are view, suggesting ~70% upside to the current share price

Key findings from the Green Street report include:

• PropCo/OpCo Combined Value of $13.60 per share, a ~70% increase over current share price
• Owned real estate value of $5.6 billion at a 6.9% cap rate
• Operator equity market cap of $616 million at a ~10x EBITDA multiple

Key assumptions from the Green Street analysis, which was prepared using Brookdale’s public disclosure, include:

• Brookdale PropCo valued at $10.30 per share

Ø  Green Street believes it could trade at a 15% premium to NAV compared to 23% for comparable publicly traded healthcare REITs

Ø  0% forward NOI growth

Ø  Owned senior housing assets are 100% in RIDEA structure

Ø  Equity offering at creation of REIT of $1.5 billion at a 5% discount to fair value, equity

Ø  Net leverage similar to comparable publicly traded healthcare REITs

Ø  Leased assets remain in PropCo

• OpCo valued at $3.30 per share

Ø  Asset-lite pure operator with no corporate debt

Ø  Earns fee from managing PropCo assets under a RIDEA structure, leaving OpCo with no lease obligations

Ø  Health Care Services in OpCo

Ø  Positioned as dominant manager in senior housing sector

On October 8, 2019, Land & Buildings determined to withdraw its nominee for election to the Board of Directors at the Annual Meeting and issued a press release in connection therewith. Accordingly, Land & Buildings has terminated its proxy solicitation and will not vote any proxies received from stockholders of the Company on the BLUE proxy card at the Annual Meeting.