Barington Pressures BILL Holdings, Inc (BILL) to Cut Costs and Weigh a Potential Sale

Key Summary: On September 5, 2025, Starboard nominated four directors to the Board. On October 15, 2025, Starboard Value LP entered into an agreement with the company to settle board composition and governance matters. On December 4, 2025, Barington told BILL’s board that prolonged underperformance and a steep valuation drop persist despite strong fundamentals. It urged cost cuts and a review of strategic alternatives, including a sale, given higher private-market valuations for peers.                                              

Market Cap: $5 billion | BILL Holdings, Inc. provides financial operations platform for small and midsize businesses worldwide. 

Barington Capital Group

On December 4, 2025, Barington told BILL’s lead independent director that despite strong fundamentals, shareholders have faced years of underperformance, slowing monetization, rising competition, and a steep valuation decline. With no history of GAAP operating profits, Barington urges the refreshed board to cut costs and explore strategic alternatives, including a potential sale, given far higher private-market valuations for peers. Source

Starboard

·         On September 4, 2025, Starboard (8.5%) stated that it intends to nominate a slate of directors at the 2025 annual meeting and continue engaging with management and the board on value creation, representation, and governance. Source

·         On September 5, 2025, Starboard nominated Liat Ben-Zur, Nancy Disman, Peter A. Feld, and Frank T. Young for election to the board at the 2025 annual meeting. Source

·         On October 15, 2025, Starboard Value LP entered into an agreement with the company to settle board composition and governance matters. Under the agreement, director Stephen Fisher resigned, and the board expanded from 12 to 13 members with the appointment of Peter Feld and Lee Kirkpatrick as Class II directors through 2027. The company also agreed to nominate Beth Johnson and Natalie Derse as Class III directors for election at the 2025 annual meeting and assign committee roles to all four Starboard-backed nominees. During the standstill period, the board cannot exceed 13 members without Starboard’s consent. If Feld or Derse leave before the standstill ends and Starboard maintains at least a 3% stake, Starboard can recommend replacements. In return, Starboard agreed to support all board nominees and company proposals at the 2025 meeting, with limited exceptions, and accepted customary standstill restrictions through early 2026, including refraining from proxy contests, director nominations, or other activist actions.

·         Starboard argues that Bill.com (BILL) is a category-leading financial operations platform targeting small- and mid-sized businesses (SMBs), with strong market positions (#1 in AP automation, #2 in spend/expense) and sticky customers. They outline that BILL’s revenue is split roughly into subscription (~19%), transaction (~70%), and float (~11%) streams. While the company enjoys gross margins ahead of peers, its operating/adjusted EBITDA margins lag significantly, and its “Rule of 40” (growth + profitability) score is well below peer levels, indicating an execution gap. Starboard believes BILL trades at a discount to software peers despite similar growth, pointing to a margin improvement opportunity. The presentation indicates that with operational leverage, margin expansion, and a path toward “Rule of 40” status (with plans disclosed for H1 2026), there is substantial value-creation potential.

KAOS Capital announced plans for operational and strategic engagement with the board of Psyence Biomedical Ltd (PBM)

Key Summary: On December 10, 2025, KAOS Capital, Ltd. (16.8%) said it intends to engage the company’s management and board on operational, strategic, and governance issues.

Market Cap: $2.8 million | Psyence Biomedical Ltd. engages in the development of botanical psilocybin-based psychedelic medicines.

On December 10, 2025, KAOS Capital, Ltd. (16.8%) stated that it plans to engage with the management and board on operational, strategic, and governance matters. Source

Neil S. Subin Announces Activist Investment Stance with Four Director Nominations at Scully Royalty Ltd

Key Summary: On December 11, 2023, Neil S. Subin (12.4% holder) disclosed he had taken an activist stance by nominating four director candidates for the December 29, 2023 AGM. On November 26, 2025, Subin and Milfam LLC again moved to change the board, notifying the company that they will nominate Jerrod Freund, Mark Holliday, Alan Howe, Nimesh Patel, and Skyler Wichers for election at the December 27, 2025 annual meeting and will solicit proxies for their slate.

Market Cap: $83 million | Scully Royalty Ltd. operates as an iron ore mining company in the Americas, Africa, Canada, Asia, and Europe. 

·         On December 11, 2023, Neil S. Subin (12.4%) stated that he has recently taken an activist investment stance by nominating four director candidates for the upcoming AGM on December 29, 2023. Source

·         On November 26, 2025, Neil S. Subin, Milfam LLC (13.4%) notified the company that he will nominate Jerrod Freund, Mark Holliday, Alan Howe, Nimesh Patel, and Skyler Wichers for election to the board at the December 27, 2025 annual meeting and will solicit proxies to support their election. Source

·         On December 7, 2025, Neil S. Subin, Milfam LLC sent a letter to the shareholders regarding the Annual Meeting and the notice provided by Milfam to the company regarding the nomination of each of Jerrod Freund, Mark Holliday, Alan Howe, Nimesh Patel, and Skyler Wichers to the board of directors of the company.

Larson Family Trust reaches agreement with Immersion Corp (IMMR)

Key Summary: On November 3, 2025, Irrevocable Larson Family Investment Trust (7.1%) sent a letter to the board criticizing weak governance and excessive pay, urging repayment of 2024–2025 bonuses, independent compensation reviews, and a strategic plan that could include a sale or liquidation. They warned that if the board fails to act, they would push for an orderly liquidation and may pursue board changes or other strategic actions. On December 5, 2025, the company and Irrevocable Larson Family Investment Trust entered a cooperation agreement.                                                

M.Cap: $215 million| Immersion Corporation is a licensing company focused on the creation, design, development and licensing of haptic technologies that allow people to use their sense of touch when operating digital devices.

Irrevocable Larson Family Investment Trust

·         On November 3, 2025, Irrevocable Larson Family Investment Trust (7.1%) sent a letter to the board criticizing its failure to deliver long-term shareholder value, citing weak governance, excessive executive pay, and poor oversight. They urged the board to demand repayment of 2024–2025 bonuses from top officers, implement independent compensation reviews, and create a clear strategic plan—potentially involving a sale, merger, or liquidation. If the board fails to act, they called for an orderly liquidation under independent advisement. The investors signaled intent to remain engaged and may pursue actions such as proposing director changes, governance reforms, or strategic alternatives based on future developments. Source

·         On December 5, 2025, the company and Irrevocable Larson Family Investment Trust entered a cooperation agreement under which Irrevocable Larson Family Investment Trust agreed to withdraw their information requests, halt all solicitation and related activities for the 2025 annual meeting, and share with the company any materials or information received from shareholders since January 1, 2025. Source

Past

Acacia Research Corp

On December 26, 2019, Acacia Research Corp (4.8%) stated its belief that the company is trading at a discount to intrinsic value owing to missteps and errors of strategy that can be corrected to realize the value of the company's assets. It stated that it intends to engage in discussions with the management and the Board concerning the business, assets, capitalization, financial condition, operations, management, strategy, potential business combinations and strategic alternatives, and future plans of the company. Source

VIEX Capital Advisors

Between 2016 and 2021, VIEX Capital Advisors repeatedly engaged with the company through activism focused on governance reform and board representation. It began by urging strategic alternatives and later nominated multiple director candidates, pushing to declassify the board and improve oversight. Over several years, VIEX demanded access to books and records, criticized board competence, and secured multiple cooperation agreements resulting in board seats and governance changes. Despite fluctuations in ownership—peaking at 12.9% in 2020—VIEX ultimately reduced its stake to 4.3% by early 2021 after influencing leadership changes, including the appointment of its representative, Eric Singer, as Chairman.

Raging Capital Management

From 2017 to 2021, Raging Capital built and actively managed a large position in the company, rising from 9.8% to a peak of 18.1%. It initially criticized weak leadership and welcomed the CEO’s termination, urging swift action to restore value. Over time, its influence grew with the appointments of Managing Partner Kenneth Traub and Founder William Martin to the board. By 2020, Raging Capital praised the company’s governance overhaul, cost reductions, and strategic shift toward recurring revenue in mobile, gaming, and automotive markets. Subsequent stake reductions reflected portfolio rebalancing rather than diminished confidence, with holdings tapering to 8.3% by early 2021.

Cannae (CNNE) announces preliminary results of 2025 Annual Meeting of Shareholders

Key Summary: On March 20, 2025, Carronade Capital announced it would nominate four director candidates for Cannae’s 2025 Annual Meeting. Carronade criticized Cannae’s underperformance and governance, proposing cost reductions, better capital allocation, and stronger governance to boost shareholder returns by at least 50%. On September 4, 2025, Carronade resubmitted its nomination of directors to the Board. On December 12, 2025, the company announced preliminary annual meeting results showing that Carronade Capital nominees Mona Aboelnaga Kanaan and Chérie Lindsey, along with incumbents James B. Stallings Jr. and Barry B. Moullet, were elected to the board

Market Cap: $1 billion | Cannae Holdings, Inc. is a principal investment firm. The firm primarily invests in restaurants, technology enabled healthcare services, financial services and more. 

·         On March 20, 2025, Carronade Capital Management announced it would nominate four director candidates for election at 2025 Annual Meeting. Carronade criticized Cannae's underperformance and poor governance practices, citing persistent capital allocation issues and misalignment between management and shareholders. The firm proposed reducing overhead costs, improving capital allocation, unlocking portfolio value, and instituting stronger governance to increase shareholder returns by at least 50%. Source

·         On April 7, 2025, Carronade issued a press release nominating four independent candidates for the Board. Carronade criticizes Cannae's recent actions as insufficient to address chronic underperformance, poor governance, and excessive executive payouts. The firm believes the current Board's behavior undermines shareholder value and that new independent directors are needed to unlock potential and address ongoing issues.

·         On June 10, 2025, Carronade Capital Management filed proxy materials seeking support for its nominees.

·         On September 4, 2025, Carronade resubmitted its nomination of Mona Aboelnaga, Benjamin C. Duster IV, Dennis A. Prieto, and Cherie L. Schaible for election to the board at the December 12, 2025 annual meeting, after the Issuer delayed the meeting by more than 175 days past the prior year’s anniversary. Carronade had initially nominated the same slate on December 19, 2024, but was required to renominate under the company’s bylaws due to the delay. Source

·         On October 24, 2025, Carronade Capital Management filed proxy materials seeking support for its nominees.

·         On November 10, 2025, Carronade Capital issued an investor presentation and press release urging change at the company.  Carronade criticized years of poor strategic decisions, weak oversight, and excessive insider compensation that led to chronic underperformance and a persistent valuation discount. It nominated four independent directors — Mona Aboelnaga, Benjamin Duster, Dennis Prieto, and Cherie Schaible — for election at the December 12, 2025 annual meeting, arguing their addition would restore accountability, improve governance, and unlock shareholder value.

·         On November 24, 2025, Carronade issued an investor presentation countering Cannae’s claims ahead of the December 12, 2025 annual meeting, arguing the company had chronically underperformed, misrepresented facts, and suffered from severe board-level governance failures. The firm highlighted a 60% five-year shareholder loss, a 50% NAV decline, stock drops after recent earnings calls, and more than $650 million earned by management despite value destruction. Carronade also said Cannae had mischaracterized its board nominees’ qualifications and noted Cannae’s worst-in-class returns versus all peer groups, with directors posting cumulative five-year relative TSRs of –112% to –148%. It urged shareholders to vote for its four nominees on the GOLD proxy card to restore oversight and improve performance.

·         On November 25, 2025, Carronade issued a press release announcing that Glass Lewis has recommended that shareholders vote “FOR” Carronade nominees, Mona Aboelnaga, Benjamin Duster, Dennis Prieto and Chérie Schaible, and “WITHHOLD” on all four of Cannae’s nominees, Erika Meinhardt, Barry B. Moullet, James B. Stallings, Jr., and Frank P. Willey, on Carronade’s GOLD proxy card in connection with Cannae’s 2025 Annual Meeting of Shareholders to be held on December 12th, 2025.

·         On November 26, 2025, Carronade said ISS has joined Glass Lewis in backing all four of its director nominees for Cannae’s December 12, 2025 annual meeting, citing Cannae’s weak shareholder returns, failed SPAC investments, persistent governance problems, and the board’s deep ties to Bill Foley. Source

·         On December 1, 2025, Carronade announced that Egan-Jones cited Cannae’s “Financial Underperformance”, “Misaligned Capital Allocation”, “Lack of Credible Shareholder Distribution Plan” and “Governance Concerns” in Joining ISS and Glass Lewis in Recommending Cannae Shareholders Elect ALL FOUR of Carronade’s Nominees. Source

·         On December 12, 2025, the company announced the preliminary results of the 2025 Annual Meeting of Shareholders. The preliminary count indicates that Carronade Capital’s nominees Mona Aboelnaga Kanaan and Chérie Lindsey were elected, while two incumbents from Cannae’s slate (James B. Stallings Jr. and Barry B. Moullet) also won seats, meaning Carronade secured two of the four contested positions. Additionally, the Company’s shareholders approved the proposals to declassify the Board and to ratify the appointment of Cannae’s auditor. The Company’s shareholders did not approve the advisory vote on the compensation of the Company’s named executive officers or a shareholder proposal on engaging an investment banker.

Broadwood Partners Responds to Alcon’s Increase to Proposed Acquisition Price of STAAR Surgical (STAA)

Key Summary: From early 2024 to late 2025, Broadwood Partners steadily increased its stake in STAAR Surgical to over 25%, repeatedly voicing confidence in management and governance improvements while opposing any sale below long-term value. Following Alcon’s $28-per-share acquisition proposal, Broadwood and Yunqi Capital (5.1%) led a vigorous campaign against the deal, citing a flawed process, undervaluation, ignored competing interest, and conflicts of interest. Supported by major proxy advisors, they urged shareholders to reject the merger, demanded transparency, and called for governance reforms, with Yunqi later proposing board representation to realign the company’s direction.                                                                                  

Market Cap: $1.3 billion | STAAR Surgical Company designs, develops, manufactures and sells implantable lenses for the eye and delivery systems used to deliver the lenses into the eye.

·         On January 10, 2024, Broadwood Partners (22.1%) stated that despite the company's stock price having fallen since its last filing in November 2023, it believed the company had continued to grow and improve its financials. It opposed any acquisition offer at a price below its perceived long-term value. Broadwood Partners also emphasized the importance of corporate governance and shareholder alignment, noting past contributions and recent improvements. It planned to remain engaged in dialogue with the Board and other shareholders for further governance enhancements and value creation. Source

·         On March 3, 2025, Broadwood Partners raised its stake to 24.2% and expressed support for the new CEO, expecting improved profitability and growth, while also engaging with the Board on governance and strategic issues to foster long-term shareholder value. Source

·         On April 2, 2025, Broadwood Partners raised its stake to 25.4% and support the new CEO and Interim CFO, citing their track records, and welcome recent governance improvements, including the separation of CEO and Chair roles and the addition of Asia-focused directors.

·         On August 5, 2025, the company agreed to be acquired by Alcon, but Broadwood Partners remains undecided, seeking records on the merger process and exploring alternative partners or strategies to enhance shareholder value. Source

·         On August 5, 2025, the company announced that it had entered into a definitive merger agreement through which Alcon will acquire the company. On September 2, 2025, Broadwood Partners announced it will vote against Alcon’s proposed acquisition, citing serious process and valuation flaws. Broadwood argued the deal undervalues STAAR, noting Alcon’s earlier, higher $55 + $7 CVR offer, the lack of a proper market check, and that STAAR’s improving fundamentals and cost discipline were ignored when the deal was struck. Source

·         On September 15, 2025, Broadwood Partners filed proxy materials urging stockholders to vote against the proposed merger with Alcon Research, arguing it is not in shareholders’ best interests. Source

·         On September 22, 2025, Yunqi Capital (5.1%) announced it will vote against the company’s proposed $28 per share sale to Alcon, arguing the deal materially undervalues STAAR and results from a flawed process. In an open letter, Yunqi criticized the Board for engaging only with Alcon, limiting competing bids, and adopting an overly pessimistic view of China—STAAR’s key market—despite signs of recovery. While open to a transaction at a fair price, Yunqi urged shareholders to reject the current terms, stressing STAAR’s strong standalone prospects in the global refractive surgery market.

·         On September 24, 2025, the Broadwood Partners filed a definitive proxy statement and GREEN proxy card with the SEC urging shareholders to vote AGAINST the proposed merger and related compensation proposal at the upcoming special meeting. They also issued a press release and letter to stockholders announcing their campaign website, www.LetSTAARShine.com, arguing the merger is suboptimal due to poor timing, a flawed process, and conflicts of interest within the board and management. Source

·         On October 2, 2025, Broadwood Partners issued an investor presentation titled “The Wrong Time, Wrong Process and Wrong Price”.

·         On October 6, 2025, Broadwood Partners issued a letter to the shareholders urging them to vote “AGAINST” the $28-per-share sale to Alcon, calling it unjustified after the board rejected Alcon’s $58 offer last year.

·         On October 7, 2025, Yunqi Capital strongly opposes the proposed merger with Alcon, arguing that STAAR significantly underestimates its business strength, especially in China, and misrepresents its performance and market position. Source

·         On October 9, 2025, Glass Lewis & Co. recommended that shareholders vote against the proposed $28-per-share sale of STAAR to Alcon AG. Source

·         On October 14, 2025, Broadwood Partners criticized STAAR’s delayed disclosure that another strategic buyer had expressed acquisition interest in April 2025—information allegedly withheld from the full board when it approved the sale to Alcon. Broadwood called this a serious breach of transparency and governance, noting STAAR’s CEO and Board Chair ignored the outreach from a major private equity–backed suitor and only acknowledged it in a recent SEC filing. Broadwood urged shareholders to vote against the proposed Alcon acquisition, citing a flawed sale process and lack of disclosure. Source

·         On October 15, 2025, Broadwood Partners announced that all three major proxy advisory firms—ISS, Glass Lewis, and Egan-Jones—have recommended STAAR Surgical shareholders vote against the proposed sale to Alcon

·         On October 17, 2025, Broadwood Partners sent a letter to STAAR’s board urging it to proceed with the October 23, 2025 shareholder vote on the proposed sale to Alcon without delay or manipulation. Broadwood criticized the sale process as flawed and the deal price as inadequate, noting that major investors and proxy advisors also oppose it.

·         On October 21, 2025 Yunqi Capital issued via press release an open letter to the board of directors further discussing its continued intention to vote against the Proposed Merger.

·         On October 21, 2025, Broadwood Partners informed the Board of their intent to call a separate special meeting to remove several directors (yet to be identified) and warned the Board not to take any action regarding the proposed merger before the October 23, 2025 stockholder vote. Source

·         On October 25, 2025, Yunqi Capital via press release an open letter to the board opposing the Board’s decision to delay the shareholder vote on the $28-per-share sale to Alcon, calling it unnecessary and harmful. It warned against a new “go-shop” or rushed sale, citing conflicts of interest and the deterrent effect of Alcon’s low offer. Yunqi urged the Board to end the Alcon deal and later pursue a proper strategic review from a stronger position, noting rising ICL demand in China and urging disclosure of in-market sales data to reflect STAAR’s improving fundamentals.

·         On October 27, 2025, STAAR Surgical postponed its special meeting to vote on the merger with Alcon from November 6 to December 3, 2025. Source

·         On October 31, 2025, Yunqi Capital issued a press release urging the board to terminate the proposed merger, criticizing the adjournment and postponement of the special meeting, and highlighting stockholder opposition already reflected in the vote. They also suggested adding stockholder representation to the board, proposing Yunqi Capital’s CIO, Christopher M. Wang, as a potential director.

·         On November 4, 2025, Alcon released investor materials supporting its proposed acquisition of STAAR Surgical, emphasizing that the offer provides a premium well above comparable MedTech deals and delivers certain value to shareholders. The company criticized Broadwood Partners’ opposition campaign as a “silent takeover” aimed at seizing control of STAAR without offering stockholders any premium or alternative transaction. Alcon reiterated its request for STAAR’s board to accept an amended merger agreement that includes an unencumbered go-shop period, asserting this would confirm that Alcon’s proposal offers the best outcome for shareholders. Source

·         On November 4, 2025, Broadwood Partners denounced Alcon’s investor presentation as misleading and self-serving, accusing both Alcon and STAAR’s board of spreading false claims to justify an undervalued takeover. Broadwood argued that STAAR’s board has no obligation to seek Alcon’s consent to remain independent or explore alternatives and urged shareholders to vote “AGAINST” the merger. The firm criticized the board for delaying the vote despite widespread shareholder and proxy advisor opposition and asserted that, once the deal is rejected, STAAR can freely pursue a proper strategic process. Source

·         On November 6, 2025, Broadwood Partners, L.P. and its affiliates updated their website, www.LetSTAARShine.com, to include a press release issued by Yunqi Capital Limited on the same date. Yunqi Capital applauded strong Q3 results and renewed its call to terminate the $28-per-share sale to Alcon, saying the offer undervalues the company. It argued China’s issues are temporary, accused Alcon of selective data use, and noted 72% of shares reportedly opposed the merger.

·         On December 2, 2025, Broadwood Partners stated that it is moving to call a special shareholder meeting to remove three directors—Chair Elizabeth Yeu, CEO Stephen Farrell, and Compensation Chair Arthur Butcher—arguing they oversaw a flawed, conflicted sale process that pushed an undervalued deal with Alcon while ignoring alternative interest. Broadwood claims undisclosed relationships, excessive golden parachutes, and misaligned incentives eroded trust, and says board refreshment is needed to restore credibility and ensure any strategic alternatives process is independent, fair, and aimed at maximizing value. Source

·         On December 8, 2025, Broadwood Partners announced that proxy advisor Egan-Jones has reaffirmed its recommendation that STAAR Surgical shareholders vote against the proposed sale to Alcon, criticizing the rushed 30-day go-shop as superficial and saying the valuation, process integrity, and board objectivity remain unacceptable.

·         On December 9, 2025, Alcon raised its offer for STAAR to $30.75 per share after a failed go-shop, adding $150 million in value and cutting executive payouts, while urging shareholders to approve the now $1.6 billion deal. Broadwood, with 30.2% ownership, opposes the transaction, arguing the sale process was conflicted, undervalued the company, and ignored prior higher offers. It maintains STAAR is worth more as an independent business and urges shareholders to vote against the deal. Source

·         On December 11, 2025, Yunqi Capital urges shareholders to reject the revised $30.75-per-share Alcon deal, arguing STAAR is rebounding and not ready for sale, and that the board ran a flawed, restrictive go-shop designed to lock in Alcon rather than seek real alternatives. Source

·         On December 11, 2025, Broadwood Partners issued an investor presentation titled “Still the Wrong Time, Wrong Process and Wrong Price,”

·         On December 12, 2025, Broadwood Partners said Glass Lewis reaffirmed its recommendation that STAAR Surgical shareholders vote AGAINST the proposed sale to Alcon, arguing the revised offer is not compelling and the board lacks credibility. Source

Past

In 2015, Broadwood Partners disclosed a 2.3% stake and sought a board seat, while it increased its holdings from 17.3% to 21.6%, citing governance and alignment concerns and faith in management. In 2016, Broadwood's stake grew to 27%, recognizing governance improvements but maintaining alignment concerns, emphasizing the need for more progress. In August 2018, holding 24.7%, Broadwood Partners noted substantial company progress under improved management, better results, and increased recognition, acknowledging governance advancements and committing to ongoing dialogue for long-term value. In August 2020, with a 23.6% stake, it reaffirmed its belief in the company's progress, and on January 28, 2021, at 21.5%, expressed satisfaction with ongoing corporate governance enhancements, crediting shareholder-oriented governance since 2014-2016 via shareholder-board dialogue.

Leading Advisory Firms Recommend Voting FOR Lynx1’s Independent Nominees at Neuphoria Therapeutics (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. Lynx1 Capital Management sent a letter on December 2, 2025, with a new non-binding offer to acquire all outstanding shares for $4.75 per share in cash. On December 8, 2025, Lynx1 announced that Glass Lewis and Egan-Jones both support board change at Neuphori

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

·         On November 26, 2025, Lynx1 Capital Management issued a definitive proxy statement urging shareholders to vote FOR its nominees on the BLUE card

·         On November 26, 2025, Lynx1 Capital Management released a presentation accusing Neuphoria’s board of mismanaging the company after its AFFIRM-1 trial failure, citing massive dilution (~128% increase in shares), value destruction, and poor governance. Lynx1 nominated Stephen Doberstein and Kimberly Smith as independent directors and urged shareholders to vote for them on the BLUE proxy card to restore oversight and protect value.

·         The company halted its dilutive ATM issuances on November 7, 2025, just before Lynx1 Capital Management nominated directors and submitted a $5.20 per-share offer. The activist withdrew that offer on November 14 after the company disclosed a “transformational” 128% increase in share count over four weeks, which made it impossible to price an acquisition amid ongoing dilution. With the company now confirming that issuances have stopped, Lynx1 Capital Management is recalculating and preparing to resubmit a revised offer that assumes no further dilution and accounts for the value impact of the prior issuances. Source

·         On December 2, 2025, Lynx1 Capital Management delivered a letter to the Board which contained a new non-binding proposal to acquire all of the outstanding shares for a price of $4.75 per share in cash. Source

·         On December 3, 2025, Lynx1 sent an open letter to Neuphoria shareholders accusing the board of mismanagement, clinical trial failures, opaque strategic review processes, and value-destructive dilution that has erased 95%+ of shareholder value. It resubmitted an all-cash offer of $4.75 per share—reduced from its prior $5.20 bid due to the board’s dilutive actions—and urged investors to elect its two independent nominees to restore oversight, stop further dilution, and ensure a credible strategic review.

·         On December 8, 2025, Lynx1 announced that Glass Lewis and Egan-Jones both support board change at Neuphoria, with Glass Lewis recommending a vote for Stephen Doberstein and Egan-Jones backing both Doberstein and Kimberly Smith on the BLUE card. Source

All Three Leading Independent Proxy Advisors Recommend UniFirst (UNF) Shareholders Vote “FOR” Engine Capital’s New Director Candidates at 2026 Annual Meeting

Key Summary: On November 14, 2025, Engine Capital nominated two candidates to the Board. All Three Leading Independent Proxy Advisors Recommend UniFirst Shareholders Vote “FOR” Engine Capital’s New Director Candidates at 2026 Annual Meeting

Market Cap: $2.8 billion | UniFirst Corporation provides workplace uniforms and protective work wear clothing in the United States, Europe, and Canada.  

·         On November 25, 2025, Engine Capital issued an open letter criticizing the Croatti family trustees for refusing engagement and urging them to pursue a sale, arguing the company has lost competitiveness, rejected a valuable Cintas offer, and destroyed significant shareholder and family value. It claims UniFirst has no credible standalone path, faults the Board for accelerating the annual meeting and adopting a virtual-only format, and calls for immediate dialogue and shareholder representation to avoid a prolonged proxy battle.

·         On December 1, 2025, Engine issued a press release, which included links to a letter sent to the Company’s independent directors and an investor presentation titled “The Path to Enhanced Value Creation at UniFirst Corporation”. Engine Capital told UniFirst’s independent directors that shareholders and analysts broadly agree the company’s poor results, weak outlook, and lack of a credible strategy make the status quo untenable, with several investors and research firms publicly supporting Engine’s push for change and even a potential sale. The letter criticizes the Board’s decisions, the Croatti family’s control, and conflicts involving the General Counsel, urges formation of an independent special committee, and argues that rejecting past takeover interest—especially Cintas’ 2022 offer—has destroyed massive shareholder value.

·         On December 8, 2025, Engine Capital announced that ISS is urging UniFirst shareholders to vote for Engine’s nominees, Arnaud Ajdler and Michael Croatti, at the December 15, 2025 meeting, citing years of weak performance, a value-destructive rejection of multiple premium offers from Cintas, and the risks created by UniFirst’s dual-class structure. Source

·         On December 10, 2025, Engine capital announced that ISS, Glass Lewis, and Egan-Jones all recommend voting for its director nominees at the December 2026 annual meeting, arguing UniFirst’s governance, culture, and strategy have deteriorated under the Croatti family’s control. Source