13D weekly report - November 17, 2025 to November 21, 2025

Byreforge LLC initiates discussions with Magnachip Semiconductor Corp (MX)

Key Summary: Byreforge LLC (8.5%, 2025) is in active talks with management and the board about value-creation and board composition. Earlier activists include Engaged Capital, which built its stake to 11.1% in 2016, pushed for board changes, secured two board seats tied to a strategic review, and later cut its position to 4.9%. Pleasant Lake Partners raised its stake to 9.95% in 2015, argued the company was worth far more, made a $10-per-share bid, and later pressed the board to engage on a binding offer while warning it would use all shareholder rights if ignored.

 M.Cap: $81mm | Magnachip Semiconductor Corp is a Korea-based designer and manufacturer of analog and mixed-signal semiconductor products for consumer, computing, communication, industrial, automotive and Internet of Things applications.

 Byreforge LLC 

On November 20, 2025, Byreforge LLC (8.5%) stated that it has engaged, and expects to continue to engage in, discussions with management and the Board regarding opportunities for value creation, Board representation and the composition of the Board. Source

 Engaged Capital

Engaged Capital took a 7.3% stake in July 2015, arguing the stock was undervalued due to a financial restatement and suggesting the company’s foundry and semiconductor assets could be improved or sold. By May 2016, after raising its stake to 11.1%, it nominated four directors and soon reached a settlement in which the company added two of its nominees to the board and tasked them with overseeing a strategic alternatives review. Engaged later exited most of the position, cutting its stake to 4.9% in November 2017

 Pleasant Lake Partners

Pleasant Lake Partners steadily increased pressure on the company after raising its stake to 9.95% in July 2015 and arguing in a board presentation that the business was deeply undervalued and worth $23–37 per share. In August 2015, it offered to acquire the company for $10 per share, a 29% premium at the time. By May 2016, holding 10.2%, it sent a sharply worded letter criticizing the company for creating obstacles, pushing the board to work with it and potential partners on a binding bid, and warning that it would use all shareholder rights if the board did not engage constructively.

Kawa Capital Management nominated Board candidates to Orion Properties Inc. (ONL)

Key Summary: On November 17, 2025, Kawa Capital Management submitted a formal notice nominating five directors for election at the company’s 2026 annual meeting.

Market cap: $133 million| Orion Office REIT specializes in the ownership, acquisition and management of a diversified portfolio of mission-critical and corporate headquarters office buildings in high-quality suburban markets across the U.S.

On November 17, 2025, Kawa Capital Management submitted a formal notice nominating five directors—Dan Amer, Porter Openshaw, Isaac K. Fisher, Nirmol Roy and Andrew Gitelson—for election at the company’s 2026 annual meeting, requesting they be included in the company’s proxy materials. Source

Veradace Partners Issues Presentation Detailing Why Tiptree (TIPT) Shareholders Should Vote “AGAINST” the Deeply Flawed Proposed Sale of Fortegra to DB Insurance

 Key Summary: Veradace Partners released a presentation on November 13, 2025 urging shareholders to reject Tiptree’s proposed sale of Fortegra. The firm asked the SEC to review the filing and urged investors to vote against the transaction at the December 3, 2025 special meeting.

Market cap: $709 million| Tiptree Inc., through its subsidiaries, provides specialty insurance products and related services in the United States and Europe.

On November 13, 2025, Veradace Partners issued a presentation detailing why shareholders should reject the Company’s proposed sale of The Fortegra Group, Inc. to DB Insurance Co., Ltd. Veradace urges the SEC to review Tiptree’s definitive proxy for the proposed sale of Fortegra, arguing it omits key facts needed for an informed shareholder vote. The letter claims Tiptree withheld details on Veradace’s repeated offers to backstop a Fortegra IPO, valuation ranges from past failed IPO attempts, use of long-standing non-GAAP metrics that would show a lower deal multiple, executive “change in control” benefits tied to the sale, and the risk that post-transaction Tiptree could effectively become an investment company. Veradace argues these omissions obscure viable alternatives, valuation context, management incentives, and regulatory risks, leaving shareholders unable to fairly assess the transaction. Veradace urges shareholders to vote AGAINST the transaction at the Company’s Special Meeting of Stockholders scheduled for December 3, 2025. Source

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

Key Summary: In Oct 2023, Allen R. Hartman advocated for Silver Star's liquidation and criticized mismanagement, leading to legal disputes regarding annual meetings. In Dec 2023, Hartman was sued by Silver Star for alleged misconduct. In Jan 2024, the company is conducting a Consent Solicitation to re-elect directors, which Hartman opposes, citing board actions that thwart stockholder choices and violate the company's charter. On March 21, 2025, Allen R. Hartman delivered a letter to the company nominating a slate of three director candidates for election to the board at the 2025 Annual Meeting of Stockholders. On April 10, 2025, Al Hartman criticized Silver Star CEO Gerald Haddock for awarding himself 1 million shares, calling it excessive and a breach of duty. On October 3, 2025, the Hartman Group accused Silver Star of delaying the shareholder vote for a sixth time through a lawsuit seeking to void all Hartman "blue" proxy votes and postpone the meeting to December 31, 2025

Market Cap: $10 million| Silver Star Properties REIT, Inc. is a self-managed real estate investment trust that is currently repositioning in an orderly manner into the self storage asset class.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

·         On September 11, 2025, the Hartman Group accused Silver Star Properties’ management of potential fraud, citing concealed records, self-dealing, discriminatory stock distribution, and SEC misrepresentations, while urging shareholders to reject the “42-cent” offer, join a call, and vote for accountability on October 6 AGM. Source

·         On October 3, 2025, the Hartman Group accused Silver Star of delaying the shareholder vote for a sixth time through a lawsuit seeking to void all Hartman "blue" proxy votes and postpone the meeting to December 31, 2025, arguing this is a desperate attempt to avoid accountability and silence shareholders by shifting the blame onto Hartman while actually trying to cancel shareholder voices themselves. Hartman contended it has complied with all vote protocols, submitted proxies early, and kept communications transparent, urging shareholders to vote "Blue" to end alleged obstruction, support liquidation, and ensure their voices are heard, while also inviting open dialogue and inviting shareholders to contact them directly for meeting details. Source

·         On October 20, 2025, the Hartman Group issued a letter condemning Silver Star for indefinitely postponing the shareholder meeting for the sixth time, accusing management of evading accountability despite court orders mandating a vote.

·         On November 5, 2025, the Hartman Group issued a letter accusing Silver Star Properties’ leadership—particularly Gerald Haddock, Jim Still, and Jack Tompkins—of destroying shareholder value and defying court orders. The letter highlights broken promises on shareholder distributions, wasteful litigation described by Haddock as a “crown jewel” but yielding no benefit, and dubious claims about Southern Star’s $30 million valuation despite nonpayment and undisclosed lawsuits. It cites a collapse in occupancy rates across legacy assets (from 83% in 2022 to 56.7%) and a 68% drop in property sale prices, suggesting mismanagement and fire-sale tactics. The group further alleges proxy solicitation without audited financials, six postponements of the court-ordered annual meeting, a discriminatory “flip-in” stock distribution favoring insiders, refusal to share books and records, and misleading reporting of shareholder consent results. The Hartman Group demands the immediate resignation of Silver Star’s entrenched directors for poor oversight and violation of shareholder rights.

·         On November 17, 2025, The Hartman Group issued a letter to the shareholders warning  that Silver Star’s board has overseen severe value destruction, repeated delays of a court-ordered annual meeting, mounting lender pressure tied to the Walgreens properties, and undisclosed pledging of legacy assets as collateral. The letter criticizes leadership—particularly Gerald Haddock—for prioritizing self-preservation over shareholders, citing collapsed occupancy, missing audited financials, and a $320 million drop in value, and urges investors to demand accountability and board resignations.

Lynx1 Capital withdrew its $5.20 offer for Neuphoria Therapeutics Inc (NEUP)

Key Summary: On November 9, 2025, Lynx1 Capital Management (26.5%) nominated two directors, Kimberly Smith and Stephen Doberstein, and on November 10 proposed acquiring the company for $5.20 per share in cash, a 27% premium, through its affiliated funds. Lynx1 withdrew its $5.20 offer for Neuphoria, citing over 125% dilution from below-value ATM issuances after the trial failure, and is demanding an end to dilution, a new record date, and acceptance of its board nominees.

Market Cap: $12 million | Neuphoria Therapeutics Inc., a clinical stage biopharmaceutical company, discovers and develops novel allosteric ion channel modulators for the treatment of central nervous system disorders in Australia. 

·         On November 9, 2025, Lynx1 Capital Management (26.5%) nominated two independent candidates, Kimberly Smith and Stephen Doberstein, for election to the company’s board at the December 9, 2025 annual meeting. The next day, they submitted a non-binding proposal to acquire all outstanding shares for $5.20 per share in cash — a 27% premium to the prior closing price — through affiliated investment funds. Source

·         On November 14, 2025, Lynx1 Capital Management filed proxy materials seeking support for its nominees.

·         On November 18, 2025, Lynx1 Capital Management withdraws its $5.20-per-share bid for Neuphoria, arguing the Board has destabilized the balance sheet through aggressive and value-destructive ATM share issuances following the AFFIRM-1 trial failure, diluting shareholders by more than 125% and selling stock below cash value per share. The fund demands an immediate halt to dilution, a reset of the record date, and the addition of its two independent director nominees, asserting the Board’s actions reflect entrenchment and harm to shareholder value. Source

Smolyansky seeks board seats and new independent committee at Lifeway Foods (LWAY)

Key Summary:  Since 2021, Edward and Ludmila Smolyansky have consistently pushed for leadership and governance changes at Lifeway Foods, including multiple director nominations, calls to replace CEO Julie Smolyansky, and demands for a strategic review. After a brief settlement in July 2022, tensions resurfaced in 2024 with renewed proxy efforts, legal disputes, and criticisms over insider compensation, governance practices, and rejection of acquisition offers from Danone. By August 2025, Danone, frustrated by failed negotiations and board entrenchment, signaled its intent to support Edward’s campaign to replace the board if a deal isn’t reached. On August 7, 2025, Edward and Ludmila Smolyansky, controlling ~26% of Lifeway Foods, extended the WHITE consent card deadline in their solicitation to September 30, 2025. On September 30, 2025, the company and Danone have signed a Cooperation Agreement to refresh the board by appointing four independent directors and separate the roles of Chair and CEO. On October 17, 2025, Edward Smolyansky (8.1%) notified Lifeway Foods of plans to nominate George Sent to the board and propose forming a new committee of independent directors appointed after September 30, 2025. On November 14, 2025, Mr. Smolyansky delivered a second notice to the company of his intent to also nominate himself for election to the board of directors at the Annual Meeting

Market Cap: $331 million | Lifeway Foods, Inc. produces and markets probiotic-based products in the United States and internationally.

·         On October 15, 2021, Ludmila Smolyansky, Chairperson of the Board, and Edward Smolyansky, COO of the company, disclosed 38.4% and stated that Edward Smolyansky intends to nominate up to three directors at the 2021 AGM. Source

·         On February 21, 2022, the concerned shareholders (38.2%) notified the Board of their belief that the Company should replace the Company’s CEO, and commence an exploration of the Company’s strategic alternatives. Source

·         On March 11, 2022, Edward Smolyansky notified the corporate secretary of the company of his intent to nominate himself, Ludmila Smolyansky, Robert Whalen, Austin Hollis and Iana Trifonova for election to the  Board at the 2022 AGM. As Mr. Smolyansky continues to prepare for a potential proxy contest in connection with the 2022 AGM, he intends to continue to engage in discussions with the Board regarding his belief that the Company should replace the Company’s CEO, and commence an exploration of the Company’s strategic alternatives. Source

·         On July 27, 2022, Edward Smolyansky entered into a settlement agreement with the Company which terminates his potential proxy contest or solicitation with respect to the appointment of new directors to the Board. Pursuant to the Settlement Agreement, the Company has agreed, that (i) the Board will nominate: Juan Carlos Dalto, Jodi Levy, Dorri McWhorter, Perfecto Sanchez, Jason Scher, Pol Sikar, Julie Smolyansky and Ludmila Smolyansky, and (ii) the Board’s Audit and Corporate Governance Committee will oversee a review of strategic alternatives for the Company.

·         On February 10, 2023, Ludmila Smolyansky and Edward Smolyansky provided a notice to the Company regarding potential breaches of the Settlement Agreement, dated as of July 27, 2022, as amended, among the Company, Ludmila Smolyansky and Edward Smolyansky (the “Settlement Agreement”). Under the Settlement Agreement, Ludmila Smolyansky’s and Edward Smolyansky’s “standstill” obligations under Section 6 of the Settlement Agreement terminate in the event of a material breach by the Company that is not cured within ten days by the Company. On February 22, 2023, the Company provided a written response, claiming that it had not materially breached the Settlement Agreement, and noting that a committee of the Company’s board of directors had approved the engagement of a nationally recognized financial advisor, and that certain terms of the engagement were being negotiated and remained subject to approval by the committee. Source

·         On May 5, 2023, Mr. Smolyansky again notified the Company, in accordance with the Company’s bylaws, that he intended to nominate seven candidates for election as directors at the 2023 annual meeting.

·         On May 9, 2023, Mr. Smolyansky filed proxy materials seeking support for its nominees.

·         At the AGM held on June 15, 2023, all of the company's director nominees were elected to the Board.

·         On October 26, 2023, Ludmila Smolyansky and Edward Smolyansky (together 31.1%) informed the company. that they are nominating a director in accordance with the Settlement Agreement from July 27, 2022. As per the agreement, the Board must appoint the nominee if approved by the Board and its Audit and Corporate Governance Committee in good faith, with no unreasonable withholding of approval. They also mentioned a second contingent nominee to be considered if the first nominee is not approved by the Board or the Committee. Source

·         On July 18, 2024, Ludmila Smolyansky and Edward Smolyansky (together 8.4%) issued a press release demanding (i) the resignation of Julie Smolyansky, CEO and chairperson of the Company, (ii) the resignation of certain of the Company’s directors, including Jason Scher, Pol Sikar, Jody Levy, Dorri McWhorter and Perfecto Sanchez, (iii) the termination of Jason Burdeen, the Company’s chief of staff, (iv) the adoption of an anti-nepotism policy and (v) an operational and strategic review of the Company.

·         On August 13, 2024, Ludmila Smolyansky and Edward Smolyansky filed proxy materials soliciting consent for the Board Removal Proposal and the Director Election Proposal. Source

·         On December 30, 2024, Danone North America accused Lifeway Foods and CEO Julie Smolyansky of breaching a Shareholder Agreement by issuing nearly 300,000 shares without consent, declaring the action void. This follows rejected acquisition offers and Lifeway's leadership entrenchment, with Danone alleging shareholder value erosion through unauthorized stock grants and excessive compensation, hinting at potential litigation. Source

·         On February 3, 2025, Ludmila Smolyansky and Edward Smolyansky issued a press release regarding a lawsuit filed against Mr. Smolyansky by Julie Smolyansky, the CEO of the Company and confirming Mrs. Smolyansky and Mr. Smolyansky's goals with respect to the Company's management and board of directors.

·         On March 3, 2025, Danone filed a lawsuit against the company and its Board, accusing them of breaching fiduciary duties and violating the shareholder agreement. Danone seeks to have the share issuance rescinded and intends to continue pursuing legal action to enforce its rights under the agreement. Source

·         On March 13, 2025, Edward Smolyansky sent the letter to the company notifying his intent to nominate seven directors for election at the Company's 2025 annual meeting of shareholders.

·         On March 17, 2025, Mr. Smolyansky also made available a letter to Company shareholders on his website, www.freeLifeway.com

·         On March 28, 2025, Ludmila Smolyansky and Edward Smolyansky filed proxy materials seeking support for their nominees

·         On June 2, 2025, Edward and Ludmila Smolyansky (27%) filed a revised preliminary consent statement seeking to replace Lifeway Foods’ board, citing weak Q1 results and poor governance. Despite a reported EPS increase, they argue earnings were driven by a one-time gain, not core operations. Key concerns include declining operating margins, weak sales, rising expenses, and insider stock sales. They criticized the Board’s handling of Danone’s offer, CEO/Chair Julie Smolyansky’s compensation, and called for independent oversight and strategic review, asserting broad shareholder support for immediate change. Source

·         On July 2, 2025, Edward and Ludmila Smolyansky (23.2%) solicited shareholder consents to replace the board and implement governance reforms. Their four proposals include the Bylaws Restoration Proposal (to repeal any bylaw changes made after March 24, 2023), the Board Removal Proposal (to remove all current directors including CEO Julie Smolyansky), the Director Election Proposal (to elect a new seven-member slate), and the Anti-Nepotism Proposal (to bar employment of any immediate family of the CEO or President). Source

·         On July 29, 2025, Edward and Ludmila Smolyansky urged shareholders to support their consent solicitation to replace the current board. They criticized the board, led by Julie Smolyansky, for rejecting Danone’s 72% premium offer, adopting entrenchment tactics (poison pill, delayed annual meeting), and awarding $8.5M in CEO compensation (94% of 2024 net income). They also flagged insider stock sales and alleged violations of governance policies. Shareholders were urged to submit consents by August 1 to restore accountability and enable independent review of Danone’s offer. Source

·         On August 1, 2025, Danone (22.7%) stated that in September and November 2024, it proposed to acquire Lifeway, but both offers were rejected and no substantive negotiations took place at that time. Discussions resumed in late June 2025 when Lifeway approached Danone to "reset" their relationship, leading to the signing of a confidentiality and limited standstill agreement on August 1, 2025, which restricts certain actions by Danone until at least September 15, 2025, with a possible seven-day extension if negotiations continue. If no acquisition agreement is reached by the standstill expiration date, Danone currently plans to support Edward Smolyansky's efforts to replace Lifeway’s Board. Source

·         On August 7, 2025, Edward and Ludmila Smolyansky, who control ~26% of Lifeway Foods, extended the requested deadline for shareholders to return WHITE consent cards in their ongoing consent solicitation from August 1 to September 30, 2025, while continuing efforts to secure support for their proposals. Source

·         On September 30, 2025, the company and Danone have signed a Cooperation Agreement to refresh the board by appointing four independent directors and separate the roles of Chair and CEO. The agreement also stays pending litigation, with Danone waiving certain shareholder rights and agreeing to support the board’s recommended candidates in 2025 and 2026. 

·         On October 17, 2025, Edward Smolyansky (8.1%) notified the company of his intent to nominate George Sent for election to the board at the 2025 annual meeting and to submit a non-binding shareholder proposal requesting the creation of a new board committee composed solely of independent directors appointed after September 30, 2025. Source

·         On November 7, 2025, Edward and Ludmila Smolyansky condemned the board’s decision to extend its Shareholder Rights Plan (poison pill) by one year to October 2026 without shareholder approval or clear justification. They urged the board to rescind the amendment, disclose director votes, and submit any future extensions to shareholder approval, warning they will seek to hold directors accountable at the next annual meeting. Source

·         On November 14, 2025, Mr. Smolyansky delivered a second notice to the company of his intent to also nominate himself for election to the board of directors at the Annual Meeting. Source

GreenWood Investors entered into a cooperation agreement with Jack in the Box Inc (JACK)

Key Summary: On July 10, 2025, Biglari Holdings filed a 13D after the Board adopted a poison pill, indicating potential engagement on operations, governance, or capital structure, and possible coordination with other shareholders under confidentiality agreements. On October 31, 2025, Biglari Holdings delivered a letter to the company nominating Sardar Biglari and Douglas Thompson for election to the Board. Jana Partners, in 2018–2019, disclosed a 7.3% stake, held discussions on governance, capital allocation, and operations, and entered into a Cooperation Agreement that led to two board appointments before reducing its stake to 3.4% by January 2019. On November 3, 2025, the company signed a cooperation agreement with GreenWood that added two GreenWood-backed directors

 M.Cap: $269 million | Jack in the Box Inc. operates and franchises Jack in the Box quick-service restaurants (QSRs) and Qdoba Mexican Eats (Qdoba) fast-casual restaurants.

GreenWood Investors

On November 3, 2025, the company signed a cooperation agreement with GreenWood that added two GreenWood-backed directors, imposed standstill and voting commitments, set ownership thresholds tied to board rights, and included plans for a confidentiality agreement. Source

Biglari Holdings

·         On July 10, 2025, Biglari Holdings filed a Schedule 13D following the Board’s adoption of a poison pill, stating they may engage with management on potential changes to operations, governance, or capital structure, and may also communicate with other shareholders or third parties under confidentiality agreements. Source

·         On October 31, 2025, Biglari Holdings delivered a letter to the company nominating Sardar Biglari and Douglas Thompson for election to the Board at the 2026 annual meeting of shareholders. Source

Jana Partners

·         On February 15, 2018, Jana Partners disclosed 7.3% and stated that it had discussions with the company regarding the capital structure, margins, capital allocation, franchise mix, and operations. It stated that it may have further discussions with the company regarding these and other topics including governance and Board composition. Source

·         On October 25, 2018, Jana Partners (6.7%) entered into a confidentiality and standstill letter agreement with the company. Under the Confidentiality Agreement, Jana Partners agreed to maintain the confidentiality of certain business information to be furnished by the company to Jana Partners and to abide by customary standstill obligations, subject to certain exceptions. Source

·         On October 29, 2018, the company and Jana Partners entered into a Cooperation Agreement. Pursuant to it, the company and Jana Partners will cooperate in good faith to agree upon two individuals recommended by Jana Partners (each a “New Independent Director”) to be added to the Board of Directors. Source

·         On January 4, 2019, the company and Jana Partners (6%) entered into an amendment to the Cooperation Agreement pursuant to which the deadline to appoint the new independent directors was extended to March 15, 2019. Source

·         On January 14, 2019, Jana Partners reduced its stake to 3.4%.

·         On April 25, 2019, the Company and Jana Partners entered into Amendment No. 3 to the Cooperation Agreement between the Company and Jana Partners dated October 29, 2018. Pursuant to which the Company added two individuals to the board on May 27, 2019. Source