13D weekly report - May 05, 2025 to May 09, 2025

BML Capital Urges AN2 Therapeutics, Inc. (ANTX) to Liquidate After Drug Failure

Key Summary: On May 7, 2025, BML Capital (19.1%) urged AN2’s Board to sell or liquidate the company after EBO-301’s Phase 3 failure, calling preclinical efforts too risky and vowing to withhold votes for all directors to push for a swift cash return.

Market Cap: $37 million| AN2 Therapeutics, Inc., a biopharmaceutical company, focuses on discovering and developing novel small molecule therapeutics.

On May 7, 2025, BML Capital (19.1%) sent a letter to the Board urging them to either sell the company or liquidate and return cash to shareholders following the failure of its lead drug, EBO-301, in Phase 3 trials. BML argues that pursuing preclinical assets is too risky and unlikely to succeed, and plans to withhold votes for all directors at the upcoming annual meeting to signal support for a swift cash return strategy.

Universal Electronics (UEIC) and Kent Lake Partners reaches agreement

Key Summary: On May 2, 2025, Kent Lake Partners and the company signed a Cooperation Agreement under which Michael D. Burger will join the Board as a Class II director. On December 21, 2023, the company and Toro 18 Holdings LLC (11.9%) entered a cooperation agreement. According to the agreement, the company will appoint Mr. Singer as a director until the 2024 Annual Meeting

Market Cap: $70 million| Universal Electronics Inc. designs, develops, manufactures, and sells pre-programmed and universal control products, audio-video (AV) accessories, and intelligent wireless security and smart home products for video services, consumer electronics, security, home automation, climate control, and home appliance markets.

On December 21, 2023, the company and Toro 18 Holdings LLC (11.9%) entered a cooperation agreement. According to the agreement, the company will appoint Mr. Singer as a director until the 2024 Annual Meeting. Mr. Singer will also be included in the company's director nominee slate for the 2024 Annual Meeting.

On May 2, 2025, Kent Lake Partners and the company signed a Cooperation Agreement under which Michael D. Burger will join the Board as a Class II director through the 2026 Annual Meeting and serve on the Operations Committee.

Wynnefield Partners entered into a cooperation agreement with Quest Resource Holding Corp (QRHC)

Key Summary: On May 7, 2025, the company entered into a cooperation agreement with Wynnefield Partners

Market Cap: $51 million| Quest Resource Holding Corporation, together with its subsidiaries, provides solutions for the reuse, recycling, and disposal of various waste streams and recyclables in the United States. 

On May 7, 2025, the company entered into a cooperation agreement with Wynnefield Partners (13.3%) and pursuant to it, the company agreed to expand its Board and appoint Robert Lipstein as a Class III director, who will also serve on the Audit Committee

Glass Lewis Recommends National Health Investors (NHI) Stockholders Vote FOR Both of Land & Buildings’ Director Nominees

Key Summary: On April 18, 2024, Land & Buildings Investment Management, LLC voiced concerns about undervaluation and governance, particularly regarding the lease renewal with National HealthCare Corporation (NHC). They plan to vote against directors Robert Webb and Charlotte Swafford at the next Annual Meeting for boardroom change. On February 19, 2025, Land & Buildings announced that it has nominated two candidates for election to the Board

Market Cap: $3.6 billion | National Health Investors, Inc is a real estate investment trust specializing in sale, leasebacks, joint-ventures, senior housing operating partnerships, and mortgage and mezzanine financing of need-driven and discretionary senior housing and medical investments.  

On April 18, 2024, Land & Buildings Investment Management, LLC issued a presentation to shareholders expressing concerns about undervaluation and poor corporate governance at the company. They specifically criticized the Board's management of critical issues, such as the lease renewal with National HealthCare Corporation (NHC). L&B plans to vote against current directors Robert Webb and Charlotte Swafford at the upcoming Annual Meeting, advocating for boardroom change.

On May 8, 2024, Land & Buildings criticized the company's recent actions as insufficient in addressing governance concerns. Land & Buildings urged full destaggering of the Board and collaboration with shareholders to appoint an independent director. They planned to vote against incumbent directors Webb and Swafford at the upcoming Annual Meeting. Source

On May 15, 2024, Land & Buildings issued a presentation on National Health Investors reiterating their concerns.

On February 19, 2025, Land & Buildings announced that it has nominated two experienced and independent candidates for election to the Board at the upcoming 2025 Annual Meeting of Stockholders.

On March 24, 2025, Land & Buildings filed proxy materials seeking support for its nominees.

On April 24, 2025, Land & Buildings issued an investor presentation titled “National Health Investors (NHI): A Governance Cure for a Healthier Future,” reiterating their concerns.

On May 8, 2025, Land & Buildings announced that Glass Lewis has recommended that stockholders vote “FOR” the election of Land & Buildings’ independent nominees – Jim Hoffmann and Adam Troso – to the Company’s Board of Directors at the 2025 Annual Meeting of Stockholders

H Partners Accuses Harley (HOG) Board of Secret Vote Deals Ahead of Annual Meeting

Key Summary: H Partners Management disclosed an 8% stake in Harley-Davidson in December 2021, raising concerns about executive compensation, governance, and Board composition, which led to a cooperation agreement in February 2022 and the appointment of H Partners’ Jared Dourdeville to the Board and key committees. However, on April 5, 2025, Dourdeville resigned, citing serious concerns over leadership and performance, following a letter urging the resignation of the CEO, Chairman, and a Director due to sustained underperformance and a call for new leadership to regain stakeholder trust and drive value.

Market Cap: $2.8 billion | Harley-Davidson, Inc. manufactures and sells custom, cruiser, and touring motorcycles. 

H Partners Management

On December 16, 2021, H Partners Management disclosed a 8% active stake in the company and expressed its concerns regarding certain features of the company’s executive compensation structure, corporate governance practices and Board composition. To address these concerns, H Partners has recently engaged, and expect to continue to engage, in discussions with the Board regarding suggestions aimed at improvements to align the company with the best interests of shareholders, including the addition of a representative to the Board. Source

On February 3, 2022, the company entered into a cooperation agreement with H Partners Management (8.2%) and pursuant to it, Jared Dourdeville, a Partner at H Partners, has joined the Harley-Davidson Board of Directors. Mr Dourdeville has also been appointed to the Human Resources Committee and the Nominating and Corporate Governance Committee

On April 5, 2025, Jared Dourdeville, a Partner at H Partners submitted his resignation, citing serious concerns about the company’s leadership and performance. The move follows an April 1, 2025 letter urging the resignations of CEO Jochen Zeitz, Chairman Tom Linebarger, and Director Sara Levinson due to continued underperformance versus the S&P 500 and peers. Though once supportive of Zeitz’s vision, the resigning member now calls for new leadership to restore stakeholder trust and unlock value. Source

On April 16, 2025, H Partners (9.1%) issued an open letter urging shareholders to vote WITHHOLD on the re-election of CEO and Chairman Jochen Zeitz, Presiding Director Thomas Linebarger, and long-tenured director Sara Levinson at the 2025 annual meeting. Citing poor performance, absentee leadership, and entrenched governance, H Partners called for Zeitz’s immediate removal, board reconstitution, and the appointment of an external CEO. They launched www.FreeTheEagle.com to mobilize support and provide campaign updates.

On April 23, 2025, H Partners issued an investor presentation titled “Free The Eagle: The Urgent Need for Leadership Change at Harley-Davidson,” urging leadership change at Harley-Davidson. They criticized CEO and Chairman Jochen Zeitz, Presiding Director Thomas Linebarger, and long-tenured director Sara Levinson for shareholder value destruction, weak execution, and poor governance. H Partners called on shareholders to vote “WITHHOLD” on these directors at the May 14, 2025 Annual Meeting, advocating for new leadership and an external CEO to revitalize the company. H Partners projects significant upside, suggesting Harley could recapture past valuations, targeting a $150+ share price (7x current levels), referencing its 2006 market cap of $19.2 billion versus $2.6 billion in 2024.

On April 29, 2025, H Partners released a rebuttal presentation titled “Free the Eagle” to counter Harley-Davidson’s April 25 presentation, accusing the company of misleading shareholders and downplaying financial underperformance under CEO Jochen Zeitz, Presiding Director Thomas Linebarger, and long-serving director Sara Levinson. As a 9.1% shareholder, H Partners urges investors to vote “WITHHOLD” on the BLUE proxy card to unseat the three directors at the May 14, 2025 annual meeting and restore performance and accountability.

On May 6, 2025, H Partners announced that two independent proxy advisory firms – Glass, Lewis & Co. and Egan-Jones have recommended that shareholders vote “WITHHOLD” on long-tenured directors Jochen Zeitz, Thomas Linebarger, and Sara Levinson at the Company’s upcoming Annual Meeting of Shareholders. Source

On May 8, 2025, H Partners alleges that the Company's Board made secret, undisclosed commitments to select investors ahead of the 2025 Annual Meeting in an apparent attempt to secure votes for directors Jochen Zeitz, Thomas Linebarger, and Sara Levinson. These commitments allegedly include intentions for these directors to exit the Board and appoint an external CEO. H Partners views this conduct as a violation of corporate governance norms and SEC proxy rules, suggesting a two-tier shareholder system. Given these concerns and questions about the directors' past performance, H Partners urges shareholders to vote "WITHHOLD" on these directors using the BLUE proxy card. Source

Impala Asset Management

On March 18, 2010, Impala Asset Management (2%) announced that it has filed preliminary proxy materials in connection with its nomination of two director candidates for election to the Board at the 2020 annual meeting of shareholders. Source

On March 27, 2020, the company entered into a settlement agreement with Impala. The agreement provides that one new director will be appointed to the Board after the 2020 Annual Meeting.

HG Vora Challenges PENN Entertainment (PENN) Board in Lawsuit Over Director Seats

Key Summary:  On Jan 12, 2024, HG Vora Capital (9.6%) voiced concern over unequal board allocation at the company, citing legal violations, demanding prompt rectification. On January 29, 2025, HG Vora Capital Management announced the nomination of three independent directors to PENN’s Board. On April 25, 2025, the company announced that it intends to nominate Johnny Hartnett and Carlos Ruisanchez for election to its Board following discussions with HG Vora Capital Management, LLC . On May 7, 2025, HG Vora, a 4.8% shareholder of PENN Entertainment, sued the company for allegedly cutting a Class II board seat to block nominee William Clifford.

Market Cap: $2.4 billion | PENN Entertainment, Inc., together with its subsidiaries, provides integrated entertainment, sports content, and casino gaming experiences in North America. 

On January 12, 2024, HG Vora Capital Management (9.6%) issued a letter to the company expressing concern about the unequal allocation of members across the company's Board of Directors. HG Vora argues that this unequal allocation violates the Pennsylvania Business Corporation Law and the company's Articles of Incorporation, which require classes of directors to be as nearly equal in number as possible. HG Vora expects the company to rectify this violation promptly and reserves the right to take action to ensure compliance with the law and articles.

On January 29, 2025, HG Vora Capital Management (4.8%) announced the nomination of three independent directors—William J. Clifford, Johnny Hartnett, and Carlos Ruisanchez—to the Board. HG Vora criticized the Board for poor judgment, failed transactions, and value-destroying actions, particularly the reckless spending of nearly $4 billion on online sports betting investments despite lacking industry expertise. Source

On April 25, 2025, the company announced that it intends to nominate Johnny Hartnett and Carlos Ruisanchez for election to its Board following discussions with HG Vora Capital Management, LLC 

On May 7, 2025, HG Vora Capital Management sued the company alleging its board unlawfully reduced the number of Class II director seats to block shareholder nominee William Clifford from election. HG Vora claims the move violates federal and state laws and undermines shareholder rights. Despite PENN agreeing to nominate two HG Vora candidates, the firm seeks court intervention to restore the third board seat, correct misleading proxy disclosures, and allow full shareholder choice. HG Vora urges investors to use its GOLD proxy card to vote for all three of its independent nominees. Source

ADAR1 Capital Management issued a letter to the shareholders of Keros Therapeutics (KROS)

Key Summary: On April 11, 2025, ADAR1 Capital called Keros undervalued but questioned the viability of KER-012 and KER-065, urging strategic actions like buybacks, cuts, asset sales, or liquidation, estimating value at $40–$50 per share. They are in talks with management and may revise their investment. On April 17, 2025, Pontifax Management entered into a Letter Agreement with the company, under which the Board agreed to nominate Mr. Nussbaum, Mary Ann Gray, and Alpna Seth for election at the 2025 Annual Meeting. On April 24, 2025, ADAR1 Capital demanded Keros Therapeutics' Board waive the nomination deadline, accusing directors of breaching fiduciary duties through actions including launching a strategic review after poor trial results, adopting a poison pill, and signing a restrictive agreement with Pontifax.

Market Cap: $554 million | Keros Therapeutics, Inc., a clinical-stage biopharmaceutical company, develops and commercializes novel therapeutics for patients with disorders that are linked to dysfunctional signaling of the transforming growth factor-beta family of proteins in the United States.

On April 11, 2025, ADAR1 Capital Management (13.3%) stated its belief that Keros shares are undervalued but raised concerns about the viability of KER-012 and KER-065. They urged the company to consider strategic options, including a buyback, workforce cuts, asset sales, or liquidation, estimating potential value of $40–$50 per share. They are engaging with management and may alter their investment based on developments. Source

On April 17, 2025, Pontifax Management (11.8%) entered into a Letter Agreement with the company, under which the Board agreed to nominate Mr. Nussbaum, Mary Ann Gray, and Alpna Seth for election at the 2025 Annual Meeting. Source

On April 24, 2025, ADAR1 Capital Management demanded that the Board waive or amend the expired nomination deadline, citing recent board actions as breaches of fiduciary duties intended to entrench current directors. Specifically, ADAR1 highlighted the Board's initiation of a strategic review potentially leading to a sale, adoption of a poison pill, and execution of a standstill agreement with Pontifax restricting alternative board nominations. ADAR1 threatened litigation or a "vote no" campaign against certain directors if the Board fails to provide at least a ten-day window for alternative nominations and to cease enforcing the standstill provisions. Source

On May 8, 2025, ADAR1 Capital Management issued an open letter to the shareholders expressing serious concerns about Keros' capital allocation, strategic direction, and prolonged underperformance, highlighting poor clinical results for drug candidates KER-012 and KER-065. Citing a loss of confidence in management and the Board, ADAR1 announced its intention to WITHHOLD votes for the re-election of directors Dr. Mary Ann Gray and Dr. Alpna Seth at the upcoming Annual Meeting on June 4, 2025. ADAR1 also supports significant stockholder representation on the Board, endorsing Ran Nussbaum of Pontifax.

Findell Capital nominated Director candidates to Unlock Oportun Financial Corp's (OPRT)

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

Market Cap: $228 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.

The Founders Group, comprising Ransom and Valerie Wuller, Luis Dussan, and Pamela Bauer nominated Board candidates to AEye, Inc (LIDR)

Key Summary: On April 11, 2025, the Founders Group, comprising Ransom and Valerie Wuller, Luis Dussan, and Pamela Bauer nominated Board candidates.

Market Cap: $12 million | AEye, Inc., together with its subsidiaries, provides lidar systems for vehicle autonomy, advanced driver-assistance systems, and robotic vision applications in the United States and Europe.

On April 11, 2025, the Founders Group, comprising Ransom and Valerie Wuller, Luis Dussan, and Pamela Bauer, collectively holding 474,214 shares in AEye, Inc., seeks significant changes to the company's board due to severe underperformance, including a 99% stock price decline over three years, massive dilution exceeding 70%, and excessive compensation to directors and the CEO. They propose electing two independent nominees, Pamela Bauer and Ransom P. Wuller, aiming to bring genuine oversight and enhance shareholder value. Additionally, Luis Dussan has introduced a proposal (Proposal 6) to limit authorized common shares to 125% of the fully diluted shares outstanding. Shareholders are encouraged to vote via the GREEN proxy card to support these initiatives at the May 15, 2025, Annual Meeting. Source

On April 21, 2025, the Founders Group filed proxy materials seeking support for its nominees.

On May 6, 2025, the Founders Group stated that the company’s market cap has plummeted 99% since its 2021 IPO—from $1.3B to just $13M—under the current board’s watch, marked by excessive compensation, 70%+ dilution, loss of key partnerships like Continental, and no RFQ wins. The Founders Group—long-time shareholders and original builders of AEye—are urging change by nominating Ransom Wuller and Pamela Bauer to restore oversight, enforce pay-for-performance, cap dilution, and realign strategy. They urged shareholders to reject the Company’s white proxy and vote GREEN to declassify the board, limit authorized shares, and support candidates with a credible plan to rebuild value. Source

Engine Capital Withdraws Board Slate Following $750M Buyback Commitment by Lyft (LYFT)

Key Summary: On April 16, 2025, Engine Capital, owning ~1%, nominated Alan L. Bazaar and Daniel B. Silvers for election to the board. On May 8, 2025, after the Company announced a $750M buyback authorization—including $500M over 12 months and plans for Rule 10b5-1 trades—Engine withdrew its Board nominees and will not vote proxies.

Market Cap: $4.6 billion | Lyft, Inc. operates a peer-to-peer marketplace for on-demand ridesharing in the United States and Canada.

On April 16, 2025, Engine Capital, owning ~1%,  nominated Alan L. Bazaar and Daniel B. Silvers for election to the board, citing years of value destruction, weak governance, and underperformance versus Uber. Engine criticized the board’s founder control, shareholder dilution, and poor capital allocation, and said private engagement failed as the board refused to consider its nominees. It is now pursuing a proxy contest to drive shareholder-led change. Source

On April 29, 2025, Engine Capital, owning ~1% of Lyft, released a presentation urging boardroom changes due to poor governance and capital allocation, including a dual-class structure, staggered board, excessive dilution, and an underutilized $831M cash position. It recommends a $750M share buyback, elimination of the dual-class setup, and de-staggering the board. Engine nominated Alan L. Bazaar and Daniel B. Silvers to replace Sean Aggarwal and Betsey Stevenson, citing the nominees’ strong board experience and value creation track records.

On May 8, 2025, following the Company's public announcement of increasing its share repurchase authorization to $750 million, committing to utilize $500 million within the next 12 months (including $200 million over the next three months), and intending to enter into one or more Rule 10b5-1 trading plans, Engine withdrew its slate of nominees for election to the Board and will not vote any proxies received from stockholders. Source