13D Weekly Report - Dec 26, 2023 to Dec 29, 2023
Note: To access the past weekly reports, click the link below: https://activism.snowballresearch.com/s/weekly-update.
Table of Contents
Danbar Finance Ltd proposed a director candidate to SHL Telemedicine Ltd
Galloway Capital Partners delivered a letter to Regis Corporation
Zuma Capital Management nominated Board candidates to Presidio Property Trust
Madryn Asset Management Opposes SomaLogic's Proposed Merger with Standard BioTools Inc.
Paragon Technologies seeks shareholder support at Ocean Power Technologies
INITIATED
Notch View Capital Management Initiates Shareholder Value Enhancement Discussions with Whole Earth Brands
Market Cap: $146 million | Whole Earth Brands, Inc. operates as a food company worldwide. It operates through two segments, Branded CPG and Flavors & Ingredients.
On December 29, 2023, Notch View Capital Management (5.9%) stated that it plans to discuss ways to enhance shareholder value with the management and board of directors. Source
Danbar Finance Ltd proposed a director candidate to SHL Telemedicine Ltd
Market Cap: $118 million | SHL Telemedicine Ltd., together with its subsidiaries, develops and markets personal telemedicine solutions in Israel, Europe, and internationally.
Background
On December 14, 2023, Value Base (8.6%) sent a letter to the Board proposing Mr. Nouberger as a candidate for election to the Board for the upcoming AGM. Source
Update
On December 26, 2023, Danbar Finance Ltd. (4.9%) stated that on December 6, 2023, that it wrote to SHL Telemedicine Ltd. to request that Nir Rotenberg be appointed to the board and that such proposal will be included on the agenda for the next annual general shareholders meeting of the Company. Danbar Finance added that if elected, Nir Rotenberg intends to engage in communications with the board of directors and management of the Company regarding opportunities to enhance shareholder value.
Galloway Capital Partners delivered a letter to Regis Corporation
Market Cap: $24 million | Regis Corporation owns and franchises hair care salons in North America. The company operates through two segments, Franchise Salons and Company-Owned Salons.
On December 28, 2023, Galloway Capital Partners (4.9%) delivered a letter to the company's Chairman and CEO expressing disappointment in declining stock performance and offered support to enhance shareholder value. It suggested that the company could increase revenue by offering ancillary services and products similar to its competitor, Hair Cuttery Salons and proposed adding two candidates to the Board with public company experience. Galloway emphasized its alignment with the company's interests and its commitment to improving shareholder value without dilution.
Valuation Insight
"We believe the Company is solidly profitable at $30MM EBITDA and off to a very good start. While management has done a very good job in cutting costs and converting to a franchise system, this is certainly not reflected in the stock price. We believe the Company’s stock is undervalued by 5-10x"
Zuma Capital Management nominated Board candidates to Presidio Property Trust
Market Cap: $13 million | Presidio is an internally managed, diversified REIT with holdings in model home properties which are triple-net leased to homebuilders, office, industrial, and retail properties.
On December 19, 2023, Zuma Capital Management (6.6%) delivered a letter to the company nominating a slate of five candidates for election to the Board at the 2024 AGM. Source
ONGOING
Madryn Asset Management Opposes SomaLogic's Proposed Merger with Standard BioTools Inc.
Market Cap: $400 million | SomaLogic, Inc. operates as a protein biomarker discovery and clinical diagnostics company in the United States.
Background
· On December 12, 2023, Madryn Asset Management (4.2%) sent a letter to the shareholders regarding the proposed merger of SomaLogic with Standard BioTools Inc. In the letter, Madryn expresses its belief that the proposed merger is not in the best interests of the company's stockholders and solicits proxies from stockholders to vote "AGAINST" the merger at the upcoming Special Meeting scheduled for January 4, 2024. Source
· On December 18, 2023, Madryn Asset Management issued an investor presentation titled “The Case for Voting AGAINST the SLGC-LAB Proposed Merger”
· On December 18, 2023, Madryn Asset Management launched a website, www.NoSomaLogicMerger.com, to communicate with the stockholders of the company. Source
· On December 22, 2023, ISS recommended that stockholders vote “FOR” the pending merger with Standard BioTools at the company’s Special Meeting of Stockholders to be held on January 4, 2024. Source
Update
On December 26, 2023, Madryn Asset Management issued a press release opposing the SomaLogic-Standard BioTools merger due to concerns about inadequate disclosures, potential conflicts of interest, and inaccurate information in an ISS report. It called for an "AGAINST" vote by shareholders. Madryn Asset Management requested ISS to change its merger recommendation, citing inaccuracies, undervaluation, governance issues, and shareholder opposition. Madryn Asset Management revealed SomaLogic's failure to engage with Labcorp before the merger recommendation and called for a delay in the shareholder meeting. Source
Paragon Technologies seeks shareholder support at Ocean Power Technologies
Market Cap: $21 million | Ocean Power Technologies, Inc. develops and commercializes proprietary systems that generate electricity by harnessing the renewable energy of ocean waves in North America, South America, Europe, and Asia..
Background
· On July 7, 2023, Paragon Technologies (3.9%) provided a letter to the stockholders with respect to its views regarding the Company’s financial condition and the performance of the board. It expressed its concerns about the company's ongoing cash burn and lack of a coherent plan for profitability. It highlighted the company's history of net losses since its inception in 1994, declining share price, failed commercialization efforts, and high operating expenses. Paragon intends to provide a slate of director nominees with the aim of reducing losses, addressing the cash burn, and implementing a go-to-market strategy to create profitable operations at the company.
· On July 14, 2023, Paragon Technologies (4%) expressed its concerns about alleged wrongdoing and mismanagement by the board and management. It has requested access to the company's records and will pursue litigation if the board does not comply. Furthermore, it stated that it may make binding or non-binding stockholder proposals or may nominate one or more individuals as nominees for election to the board. Source
· On July 17, 2023, Paragon sent an Inspection Demand to the company, requesting access to the company's books and records for the purpose of investigating apparent wrongdoing and/or mismanagement by the Board and/or management. Source
· On July 27, 2023, Paragon filed a complaint in the Delaware Court of Chancery to enforce for inspecting Company's books and records.
· On August 2, 2023, Paragon Technologies, Inc. issued a press release regarding the company, demanding clear explanations from the board on how the company will fund operations beyond July 31, 2024.
· On August 11, 2023, Paragon Technologies (4%) calls on the company to REFRAIN from ALL future equity share sales that will dilute shareholders and immediately announce a significant cost cutting plan to demonstrate the Board’s commitment to protecting shareholder value. Source
On August 25, 2023, Paragon demands corporate governance adherence and shareholder value enhancement, urging to:
Reinstate the Company’s bylaws to their original form prior to Paragon’s calling out the Company’s worsening financial performance
Terminate the Company’s poison pill and grant Paragon its limited waiver
Allow Paragon, as is Paragon’s right as a shareholder, to examine the Company’s books and records
Reconstitute its Board to appoint Paragon’s directors to the Company’s Board.
· On August 25, 2023, Paragon Technologies notified its intent to nominate five directors for the company's board at the 2023 annual meeting. On August 29, 2023, Paragon Technologies submitted a second request for an exemption related to the "Section 382 Tax Benefits Preservation Plan" adopted by the company's board on June 29, 2023, limiting ownership to 19.9% of the company's outstanding shares. The company's board has not responded to these exemption requests. Source
· On October 9, 2023, Paragon Technologies stated that it has initiated legal action against the board and CEO for alleged breach of fiduciary duties. They sought to appoint three directors to the board and requested an exemption from poison pill provision. Paragon criticized the management for self-serving actions and misleading statements. Source
· On October 20, 2023, the Delaware Court of Chancery ruled in favor of Paragon Technologies (OTC PINK:PGNT), ordering Ocean Power Technologies (OPT) to provide Paragon with certain books and records for an investigation. Paragon had made a books and records demand on July 17, 2023, which OPT initially refused, leading to litigation. During the trial, Paragon raised concerns about OPT's financial losses, expenses, and director/officer compensation, as well as actions by OPT's board seemingly aimed at interfering with Paragon's efforts to elect new directors. The Court found that Paragon had a credible basis to suspect wrongdoing and rejected OPT's claim of an improper motive for the demand. Sham Gad, Chairman of Paragon, expressed satisfaction with the decision and urged OPT to work constructively with shareholders. Source
· On October 24, 2023, Paragon Technologies sent a letter to the independent directors of the company, raising concerns about recent decisions made by the board. The letter questioned whether the actions taken by the directors are in the best interest of shareholders and suggests that these actions may be aimed at preventing certain director candidates from being presented to shareholders. Paragon highlights several actions, including the adoption of new by-laws, the implementation of a poison pill, engagement of multiple law firms and a proxy defence firm, and the refusal to provide access to company records. Paragon calls for transparency and questions the board's spending decisions in light of OPT's financial situation.
· On November 13, 2023, Paragon Technologies notified the Company that Robert J. Tannor notified them of his withdrawal as a nominee, due to health reasons that he is still recovering from, for election to the Company’s board of directors at the Company’s 2023 AGM. Paragon Technologies intends to proceed to nominate the four other candidates previously notified to the Company. Source
· On November 17, 2023, a Delaware Chancery Court ruling and evidence suggest a gap between OPT's public statements and financial reality. Paragon calls on OPT to implement a substantial cost-cutting plan and cease issuing equity to safeguard shareholder interests. Source
· On November 28, 2023, Paragon Technologies filed proxy materials seeking support for its nominees.
· On November 30, 2023, the Delaware Court of Chancery denied Paragon's request for injunctive relief filed on October 9, 2023. As a result, Paragon's nominations and exemption request remain rejected, and they cannot nominate their candidates for the OPT Board at the 2023 Annual Meeting. Source
· On December 4, 2023, Paragon Technologies stated that it intends to move forward with its election contest at the Company’s 2023 annual meeting of shareholders (scheduled by the Company to be held on January 31, 2024) and intends to nominate its four director candidates at the annual meeting. Source
· On December 11, 2023, Paragon Technologies reiterated its concerns and urges shareholders to vote for its nominees. Source
· On December 18, 2023, Paragon Technologies reiterated its concerns and urges shareholders to vote for its nominees. Source
Update
On December 29, 2023, Paragon Technologies reiterated its concerns and urges shareholders to vote for its nominees. Source