Latest News
Ashland Settles With Ancora: Two Board Seats, No Sale Process
Bloomberg, via The Star
Ashland reached a settlement with Ancora Holdings, adding former Ferro chairman and CEO Peter Thomas and former Hercules CFO Allen Spizzo to an expanded 11-member board and creating a capital allocation committee, under an agreement that runs through the 2028 annual meeting. That is a long way from the $76-per-share sale value Ancora pitched in June, and the settlement lands while a second activist, Cruiser Capital, separately presses for a sale and has threatened a proxy contest if no genuine process is underway by September 15. The activist that demanded a sale settled for seats and a committee, so the live question is whether Cruiser’s September deadline forces the process Ancora couldn’t.
Radoff-JEC Loses the Seer Proxy Fight, Then Keeps Bidding for the Company
GlobeNewswire
Bradley Radoff and Michael Torok’s Radoff-JEC Group, holding about 7.7% of proteomics company Seer, lost its contested election for three board seats at the July 28 annual meeting after a campaign built on claims of Seer’s 97% share-price decline and $465 million in cumulative losses since its 2020 IPO. Within days the group pressed a revised unsolicited offer of $2.55 per share in cash plus a contingent value right, competing head-on with a $2.45-per-share proposal from Seer’s own chairman and CEO, Omid Farokhzad. A dissident that loses the board vote and keeps bidding against the sitting CEO’s own offer has turned a proxy fight into a live control contest at a sub-$150 million company, with the board now wedged between two insiders’ prices.
Lehman’s 42.4% of BayFirst Closed the Day Its Audit Committee Pulled the Financials
SEC EDGAR
Kenneth Lehman’s exchange of Series E preferred into 11.5 million common shares, giving him 42.4% of the $1.2 billion-asset Florida bank, closed on July 14, the same day BayFirst’s audit committee determined its 2024, 2025 and first-quarter 2026 financials could no longer be relied on. The errors came to light through the asset resolution plan Lehman had negotiated into his April recapitalization agreement, under which he and the bank jointly identify problem loans and accelerate workouts. Quantifying that plan exposed $2.8 million of misapplied deferred origination costs and $2.1 million of accrued interest on defaulted SBA loans, deepening the restated 2025 loss to $24.2 million from $22.9 million, and leaving Lehman with effective control of a bank whose reported numbers his own deal terms had just helped disprove.
ReposiTrak Takes 31.4% of SPAR Group Three Weeks Before Its Nasdaq Delisting
SEC EDGAR
ReposiTrak bought 4.7 million SPAR Group shares for $3.3 million on July 1 and converted $2.325 million of unpaid services fees into another 3.2 million shares, disclosing a combined 31.4% stake in a Schedule 13D filed July 20. SPAR had been publicly out of compliance with Nasdaq’s minimum bid price since January and its stockholders’ equity requirement since April, and on July 10 its own shareholders voted down the reverse split that would have cured the bid-price problem, 9.4 million shares against to 4.9 million for. Nasdaq issued its delisting determination four days later and SPAR moved to OTCQB on July 23, so what ReposiTrak accumulated was never a listed equity position but a creditor’s leverage over a customer that could not pay its invoices.
Glenbrook Goes to 19.95% of SenesTech and Starts Paying Its Marketing Bills
SEC EDGAR
Glenbrook Capital Management converted its passive holding into a Schedule 13D on July 23, disclosing 19.95% of SenesTech, the roughly $8 million rodent-fertility-control company, and discussions with management on operational and financial matters. The filing also discloses that Glenbrook has advanced its own funds to outside marketing and branding advisors working on SenesTech’s behalf, an expense no shareholder is obliged to carry. Funding the marketing rather than pressing for board seats implies Glenbrook has concluded the product works and the company cannot sell it, a diagnosis that capital raised at the company level would not have fixed.
Industry Opportunities
Investment Banking Associate, Shareholder Engagement & Activism Advisory — Jefferies, New York, NY
Senior Director, Shareholder Activism and Contested M&A — Alvarez & Marsal, New York, NY
Corporate Governance Attorney (AVP/VP) — iCapital, New York, NY
Analyst, Corporate Governance — Sodali & Co, New York, NY
Senior Stock Surveillance Analyst — Computershare (Georgeson), New York, NY
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