Core Viewpoint - CEA Industries Inc. has adopted a limited duration stockholder rights agreement and amended bylaws to protect against potential control changes by YZi Labs Group, which seeks to gain a majority of the Board [1][2]. Stockholder Rights Plan - The Rights Plan aims to prevent any entity from gaining control of the Company solely through stock accumulation without offering a control premium to all stockholders [4]. - Under the Rights Plan, stockholders will receive one preferred share purchase right for each outstanding share of Common Stock as of January 8, 2026 [5]. - Rights become exercisable if an acquiring person obtains 15.0% or more of the outstanding shares without Board approval [6]. - If triggered, rights holders can purchase additional shares at a 50.0% discount, and the Board may redeem the rights at $0.001 per right [8]. Amended and Restated Bylaws - The Amended and Restated Bylaws require stockholders seeking to act by written consent to request a record date and provide necessary information [10]. - All consents must be received within 60 days of the first consent date for stockholder action to be valid without a meeting [10]. - These bylaws are designed to ensure an orderly and informed consent solicitation process [11]. YZi Labs Group - YZi Labs Group holds 7.0% of the Company's outstanding Common Stock and has filed a preliminary consent statement to gain control of the Board [2]. - The group has in-the-money warrants to acquire 11,314,869 shares at a strike price of $0.00001, potentially increasing their ownership to 19.99% [7]. - Additionally, out-of-the-money warrants could allow the group to increase ownership to 34.2% [7].

Core Viewpoint - Neuphoria Therapeutics Inc. has adopted a limited-duration stockholder rights plan to protect the interests of the company and its shareholders in response to significant stock accumulation by certain investors [1][2]. Summary by Sections Rights Plan Adoption - The Board of Directors has implemented a Rights Plan to ensure fair participation in any strategic review process and to provide time for informed decision-making [2][3]. - The Rights Plan aims to prevent any entity from gaining control through open-market accumulation without offering a control premium to all shareholders [2]. Rights Plan Details - A dividend of one preferred share purchase right will be issued for each outstanding share of common stock as of October 27, 2025 [4]. - The rights become exercisable if an entity acquires 15% or more of the outstanding common stock without Board approval [4]. - Holders of the rights can purchase additional shares at a market value of twice the exercise price, while those triggering the Rights Plan will have their rights voided [5]. Expiration and Additional Information - The rights will expire on October 27, 2026, unless redeemed or exchanged earlier by Neuphoria [6]. - Further details regarding the Rights Plan will be provided in a Form 8-K filing with the U.S. Securities and Exchange Commission [6]. Company Overview - Neuphoria is a clinical-stage biotechnology company focused on developing therapies for neuropsychiatric disorders [7]. - The company previously advanced its lead drug candidate, BNC-210, for social anxiety disorder and post-traumatic stress disorder but halted development following a failed Phase 3 clinical trial [7]. - Neuphoria has a strategic partnership with Merck & Co., Inc. for two drugs in early-stage clinical trials targeting cognitive deficits in Alzheimer's disease and other CNS conditions [7].

Core Viewpoint - The Board of Directors of Sturm, Ruger & Company, Inc. has adopted a limited-duration stockholder rights plan in response to Beretta Holding S.A.'s significant accumulation of Ruger's common stock, aimed at protecting the interests of all stockholders and ensuring fair treatment [1][2]. Summary by Sections Rights Plan Adoption - The Rights Plan is effective from October 14, 2025, to October 13, 2026, and is a temporary measure to allow the Board to assess Beretta's intentions and evaluate options [1][2]. - The plan aims to prevent Beretta from gaining control through open market accumulation without compensating stockholders or allowing the Board adequate time for informed decision-making [2][3]. Board's Rationale - The Board, led by Chairman John Cosentino, believes that the Rights Plan is a prudent step to fulfill its fiduciary duties, especially given Beretta's potential to increase its stake in Ruger [3]. - The Board is open to discussions with Beretta regarding operational and strategic collaborations, emphasizing a commitment to long-term value creation for stockholders [3]. Rights Plan Details - The Rights Plan issues one right for each share of common stock, becoming exercisable if any person or group acquires 10% or more of the outstanding shares [5]. - Passive institutional investors are exempt from the Rights Plan, which does not limit stockholders' ability to solicit support for meetings [5][8]. - If the rights become exercisable, holders can acquire shares at a 50% discount to the market price or exchange rights for common stock [7]. Beretta's Stake - Beretta disclosed a 7.7% ownership interest in Ruger on September 22, 2025, which increased to 9.0% by October 2, 2025, without prior notification to Ruger [6]. - Beretta has not engaged in discussions with Ruger and has refused to sign a confidentiality and standstill agreement [6]. Company Background - Sturm, Ruger & Company, Inc. is a leading manufacturer of firearms in the U.S., offering nearly 800 variations across more than 40 product lines [10].

Core Viewpoint - Rubicon Technology, Inc. has successfully acquired Janel Group LLC, making it a wholly owned subsidiary, which is expected to enhance Rubicon's profitability and access to capital [1][3]. Transaction Overview - The acquisition was finalized with Janel Corp selling all equity of Janel Group to Rubicon for 7,000,000 shares of Rubicon common stock valued at $4.75 per share [4]. - Rubicon will assume approximately $23 million in Janel Group's debt and gain access to $35 million in borrowing capacity through a revolving credit facility [4]. Financial Performance - Janel Group reported revenues of approximately $181.3 million and operating income of about $8.7 million for the 12-month period ending June 30, 2025 [2]. Shareholding Changes - Prior to the acquisition, Janel Corp owned 1,108,000 shares of Rubicon, representing about 46.6% of Rubicon's outstanding stock. Post-transaction, Janel Corp's ownership increased to approximately 86.5% [5]. - Following the acquisition, Janel Corp plans to make a tender offer for an additional 426,000 shares of Rubicon at $4.75 per share, which would increase its ownership to approximately 91.0% [7]. Governance and Compliance - The existing governance and voting agreements between Janel Corp and Rubicon will remain in effect, requiring independent director approval for related party transactions until Janel Corp or its affiliates acquire over 90% of Rubicon's stock [5]. - Rubicon has adopted a stockholder rights plan to protect its net operating loss carryforwards, which the board has determined will not be impaired by this transaction [6].

Core Viewpoint - Fortrea has adopted a limited-duration stockholder rights plan to protect the long-term value for all stockholders and ensure fair treatment in potential takeover situations [1][2][3] Summary by Sections Rights Plan Purpose - The Rights Plan aims to enable stockholders to realize long-term investment value and ensure fair treatment during any proposed takeover [2] - It is designed to prevent tactics that could allow control of the Company without appropriate compensation to all stockholders [2] - The plan was initiated in response to significant dislocation in the trading price of the Company's stock and interest from third parties to capitalize on this dislocation [2] Rights Plan Details - The Rights Plan applies equally to all current and future stockholders and does not deter offers or preclude the Board from considering beneficial transactions [3] - Fortrea will issue one right for each share of common stock as of June 23, 2025, with rights becoming exercisable if any person acquires 10% or more of the outstanding common stock [4] - If exercisable, rights holders (excluding the triggering person) can acquire shares at a 50% discount or exchange rights for one share of common stock [4] - The Board can redeem the rights at $0.001 per right, and the plan does not limit future Boards' ability to redeem the rights [4] Company Overview - Fortrea is a leading global provider of clinical development solutions to the life sciences industry, partnering with biopharmaceutical, biotechnology, medical device, and diagnostic companies [6] - The Company offers phase I-IV clinical trial management, clinical pharmacology, and consulting services, leveraging over 30 years of experience across more than 20 therapeutic areas [6]

Core Viewpoint - Turtle Beach Corporation has adopted a limited duration stockholder rights plan to protect stockholders and enhance the value of their investments [1][2][4] Summary by Sections Rights Plan Adoption - The Board of Directors has approved a stockholder rights plan, declaring a dividend distribution of one right for each outstanding share of common stock, with a record date of June 23, 2025 [1][2] - The Rights Plan is designed to allow stockholders to realize the full potential value of their investments and to protect against actions deemed not in the best interests of the Company [2][4] Rights Plan Mechanism - The Rights become exercisable if a person or group acquires 10% or more of the Company's common stock without Board approval, allowing existing Right holders to purchase shares at a value of twice the exercise price [3] - In the event of a merger after such an acquisition, Right holders can purchase shares of the acquiring company at a similar valuation [3] Special Meeting Clause - The Rights Plan includes a clause allowing stockholders to call a special meeting to exempt a pending offer that meets specific criteria [4] - The plan is not a response to any specific takeover bid and does not aim to deter fair offers [4] Existing Stockholders - Current stockholders owning 10% or more of the Company's stock will not face penalties under the Rights Plan as long as they do not acquire additional shares cumulatively [5] Additional Information - Further details regarding the Rights Plan will be filed with the U.S. Securities and Exchange Commission and will be available on the Company's corporate website [6]

Core Viewpoint - Eagle Pharmaceuticals, Inc. has amended its limited duration stockholder rights plan to increase the initial purchase price of each preferred share purchase right from $10.00 to $20.00, effective immediately, in response to significant dislocation in the trading price of its common stock [1][2]. Group 1: Rights Plan Details - The Rights Plan is designed to penalize any person or group acquiring 10% or more of the company's common stock without Board approval, with a higher threshold of 15% for passive institutional investors [2]. - The amendment increases the potential dilution an Acquiring Person would face if the Rights Plan is triggered, thereby protecting stockholders' long-term investment value [2]. - The Rights Plan will automatically expire on October 30, 2025, unless earlier redeemed or exchanged by the company [3]. Group 2: Company Overview - Eagle Pharmaceuticals is a fully integrated pharmaceutical company with expertise in research and development, clinical, manufacturing, and commercial operations [4]. - The company is focused on developing innovative medicines, particularly in oncology and critical care, with products like PEMFEXY®, RYANODEX®, and others in its pipeline [4].

Core Points - ACELYRIN, INC. has adopted a limited-duration stockholder rights plan in response to Tang Capital Partners accumulating 8.8% of its outstanding common stock [1][3] - The rights plan aims to maximize stockholder value and is effective immediately, expiring on March 12, 2026 [2][4] Rights Plan Details - Each share of common stock will receive one right, which will become exercisable if any person acquires 10% or more of the company's outstanding common stock [3] - Holders of rights (excluding the acquiring person) can purchase additional shares at a price equal to twice the exercise price [3] - Current owners exceeding the Triggering Percentage can retain their shares but cannot acquire more without triggering the rights plan [3] Company Overview - ACELYRIN focuses on developing transformative medicines in immunology, with its lead program being lonigutamab, a monoclonal antibody for thyroid eye disease [5]