13D weekly report - July 28, 2025 to August 01, 2025

Stilwell opens dialogue with Lake Shore Bancorp, Inc (LSBK) to unlock value

Key Summary:  On July 31, 2025, Stilwell (9.4%) expressed intent to work with management and the board to enhance shareholder value.

Market Cap: $94 million | Lake Shore Bancorp, Inc. operates as the savings and loan holding company for Lake Shore Savings Bank that provides banking products and services in New York.

On July 31, 2025, Stilwell (9.4%) stated that he hopes to work with management and the board to maximize shareholder value. Source

MNG Enterprises Challenges DallasNews (DALN) Board over Rejected Acquisition Offer

Key Summary:  On July 31, 2025, MNG Enterprises criticized DallasNews Corporation’s board for rejecting its superior $16.50 per share acquisition offer without discussion, favoring Hearst’s lower bid. MNG urged the board to engage or risk appealing directly to shareholders.

Market Cap: $79 million | DallasNews Corporation, together with its subsidiaries, publishes and sells newspapers in Texas.

On July 31, 2025, MNG Enterprises, Inc. (9.9%) sent a letter to the Board of Directors of DallasNews Corporation expressing strong disappointment over the board’s outright rejection of MNG’s all-cash acquisition proposal of $16.50 per share, which was higher than the competing $15.00 per share offer from Hearst. MNG criticized the board for refusing to engage in any discussions and for adopting a shareholder rights plan that favored Hearst’s offer, thereby limiting shareholder choice and potentially violating fiduciary duties. Emphasizing their commitment to preserving the print edition of The Dallas Morning News and its local journalistic mission, MNG asserted they are better positioned than Hearst to support the paper’s long-term success. They remain open to constructive dialogue, including working with Robert Decherd, but warned that if the board refuses engagement, they will appeal directly to shareholders to reconsider and accept what MNG claims is the superior offer for the benefit of all stakeholders and the North Texas community.

Inspirato Inc. (ISPO) Former CEO and Executive Chairman Push for Transparency in Proposed Buyerlink Merger

Key Summary:  On July 31, 2025, Brent and Bradley Handler, co-founders and former leaders owning 8.2%, submitted a demand under Delaware law to inspect company records. The request seeks to investigate management and board actions related to the proposed Buyerlink, Inc. merger.

Market Cap: $31 million | Inspirato Incorporated, together with its subsidiaries, operates as a luxury hospitality club in the United States and internationally. 

On July 31, 2025, Brent Handler, co-founder and former CEO and board member of the company, along with Bradley Handler, co-founder and former Executive Chairman of the board (together 8.2%), submitted a formal demand on July 31, 2025, under Delaware law to inspect certain corporate books and records. This request aims to investigate the actions of the company’s senior management and board regarding the proposed merger with Buyerlink, Inc., as outlined in the company’s preliminary proxy statement dated July 25, 2025. Source

Danone May Back Board Replacement at Lifeway (LWAY) if No Deal Is Reached by Mid-September 2025

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.

Market Cap: $409 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

ISS recommends Allied Gaming (AGAE) stockholders vote Knighted’s blue proxy card

Key Summary:  Since March 2024, Knighted Pastures (29.6%) has actively sought board representation at the company, escalating its campaign over time. It submitted multiple nominations and proposals, including bylaw amendments and the removal of several directors for cause. Knighted criticized delays in holding the 2024 annual meeting, filed a lawsuit in Delaware over the Yellow River transaction alleging board entrenchment, and most recently, on June 2, 2025, nominated additional Class C director candidates and proposed removing director Yangyang Li. On June 11, 2025, the company sued Knighted Pastures over alleged Section 13(d) and bylaw violations; Knighted Pastures disputes the claims and will contest them. On July 27, 2025, Knighted Pastures announced that proxy advisory firm ISS recommended stockholders vote for Knighted’s Class B director nominee, Roy Choi. On October 3, 2024, Ourgame (31.5%) requested a waiver to exceed the 10% ownership cap under the rights plan. It also nominated Li Zhang and Shaohua Ma to replace two existing directors, pending board approval.

Market Cap: $134 million | Allied Gaming & Entertainment Inc. provides entertainment and gaming products worldwide. 

Knighted Pastures

On March 7, 2024, Knighted Pastures (29.6%) stated that it plans to engage in discussions with the management and board regarding potential board representation and may nominate individuals for election to the board.

On July 17, 2024, Knighted Pastures LLC submitted an Amended and Restated Notice of Nomination for the 2024 stockholder meeting, proposing to nominate three candidates for the board, amend the bylaws related to board actions and special meetings, and remove directors Yangyang Li, Yushi Guo, and Yuanfei Qu for cause. Source

On September 27, 2024, Knighted Pastures LLC sent a letter to the company demanding prompt scheduling of the 2024 Annual Meeting of stockholders. They criticized the company's delay, which exceeds fourteen months since the last meeting, as an attempt to disenfranchise stockholders. Knighted Pastures set a deadline of December 5, 2024, for scheduling the meeting, warning of potential legal action if the company fails to comply by October 4, 2024. Source

On October 31, 2024, Knighted Pastures filed proxy materials seeking support for its nominees.

On November 12, 2024, Knighted filed a civil lawsuit in the Delaware Court of Chancery against members of the Board and other parties involved in the Yellow River Transaction, which Knighted claims breached fiduciary duties. The lawsuit alleges that the Director Defendants entered into a Securities Purchase Agreement with Blue Planet to entrench the board and impede stockholder rights to elect directors. The case seeks to void the Yellow River transaction, including the issuance of shares to Blue Planet, and remove director Zongmin Ding from the Board. Knighted also filed motions to expedite the case and prevent the 2024 Annual Meeting until the Court resolves the claims. Source

On June 2, 2025, Knighted nominated three Class C director candidates—Peter Chun, Howard Donaldson, and Adam Rymer—for election at the combined 2024–2025 annual meeting, alongside its previously nominated Class B candidates. Knighted also submitted a proposal to remove Class A director Yangyang Li for cause. Source

On June 11, 2025, the company sued Knighted Pastures alleging failure to disclose a Section 13(d) "group" and violations of advance notice bylaws; it seeks injunctive relief and damages which Knighted Pastures dispute and intend to fight. Source

On July 25, 2025, Knighted Pastures announced that proxy advisory firm ISS recommended stockholders vote for Knighted’s Class B director nominees—Roy Choi, Walter Delph, and Jennifer van Dijk—on the BLUE proxy card, citing the company’s poor operational performance, lack of transparency, and governance issues. Source

On July 27, 2025, Knighted corrected its earlier press release to clarify that ISS recommended shareholders of Allied Gaming vote only for Roy Choi—Knighted’s Class B nominee—on the BLUE proxy card. Source

Ourgame International Holdings Limited

On October 3, 2024, Ourgame International Holdings Limited (31.5%) disclosed that on September 24, 2024, it requested the Board to grant a similar exemption to that provided to Knighted Pastures LLC and Roy Choi, allowing Ourgame to exceed a 10% holding without triggering the shareholder rights plan adopted in February 2024. Additionally, on October 3, 2024, Mr. Lu Jingsheng, representing Ourgame as a member of the company's Nominating Committee, submitted a Notice of Nomination for Directors. The Notice proposed Mr. Li Zhang and Mr. Shaohua Ma as replacements for Mr. Yushi Guo and Mr. Yuanfei Qu, pending approval by the entire board. Source

Freeze Tag (FRZT) Executives Resign Following Shareholder Action; Louise Vardeman Joins Board

Key Summary: On July 10, 2025, shareholders led by Rob and Don Vardeman (65.92% voting power) submitted a consent to remove Craig Holland and Mick Donahoo as directors. Both resigned on July 22, and Louise Vardeman was appointed to the Board the same day.

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

On July 22, 2025, Craig Holland and Mick Donahoo resigned from the Board and officer roles at Freeze Tag, Inc., following a July 10 stockholder consent seeking their removal, which was later withdrawn before taking effect. No disagreements were cited. That same day, Louise Vardeman was appointed to the Board, effective immediately, with further details to be disclosed in a future filing.