Core Viewpoint - Endeavor Investor Group criticizes Mawson Infrastructure Group for adopting a stockholder rights plan, viewing it as a move to protect management at the expense of shareholders [1][2]. Group 1: Management Actions - Mawson's implementation of the Rights Plan is seen as a tactic for management to entrench itself rather than addressing ongoing operational underperformance and shareholder value destruction [2][4]. - The rights plan is triggered if an entity acquires 20% or more of the outstanding common stock, allowing other shareholders to purchase shares at a 50% discount [3]. Group 2: Shareholder Impact - Endeavor argues that the Rights Plan impedes constructive voices and shields the current leadership from accountability, ultimately harming shareholders [2][4]. - As of January 30, Endeavor and its affiliates reported a combined ownership of approximately 48% of Mawson's outstanding shares [3]. Group 3: Previous Proposals - The rights plan was implemented after Mawson's board rejected an earlier proposal from Endeavor that included a tender offer and equity financing, which aimed to select a new CEO [4].

Core Viewpoint - Kelly Services, Inc. has entered into a Letter Agreement with Hunt Equity Opportunities, LLC to amend its stockholder rights plan and facilitate governance changes following Hunt's acquisition of a controlling stake in the company [1][2][3]. Group 1: Stockholder Rights Plan and Governance Changes - The Rights Plan was initially adopted to allow the Board sufficient time to evaluate a Share Purchase Agreement with Hunt [2]. - The Board unanimously approved Amendment No. 1 to the Rights Plan, which exempts Hunt's purchase of shares from triggering events under the Rights Plan and allows the Rights Plan to expire before the transfer [2]. - Hunt acquired 3,039,940 shares of Class B Common Stock from Trust K, resulting in Hunt holding 92.2% of the Class B Common Stock and becoming the controlling stockholder of Kelly [3]. Group 2: Board Composition and Management Support - The Board will now consist of four designees from Hunt and three existing directors, with Chris Hunt serving as the chairman [4]. - The changes in the Board composition are aimed at supporting Kelly's management in accelerating growth and realizing the company's potential [4][5]. - Outgoing Board members have resigned, and the company expresses gratitude for their contributions while welcoming new members [5]. Group 3: Company Overview - Kelly Services, Inc. specializes in talent solutions, connecting over 400,000 people with work annually and generating revenue of $4.3 billion in 2024 [9]. - The company operates in various industries, including science, engineering, technology, education, manufacturing, retail, finance, and energy [9]. Group 4: Hunt Companies Overview - Hunt Companies is a privately held investment platform with over 75 years of experience in real estate, infrastructure, and financial services [10]. - The company focuses on sustainable growth and innovation, aiming to create enduring value for clients and communities [10].

Core Viewpoint - Mission Produce, Inc. has adopted a limited duration stockholder rights plan to protect against potential control by a strategic investor, Globalharvest Holdings Venture Ltd, while promoting fair treatment of all shareholders [1][2]. Group 1: Rights Plan Details - The Rights Plan is effective from January 21, 2026, and will expire on January 21, 2027, unless extended or terminated earlier [3]. - Each stockholder will receive one preferred stock purchase right for each share of common stock held as of February 4, 2026, allowing them to purchase a fraction of a share of newly-created Series A Junior Participating Preferred Stock at an exercise price of $63.00 [3]. - The Board of Directors can redeem the rights at $0.01 per right before any person or group acquires 15% or more of the outstanding common stock [3]. Group 2: Acquisition Conditions - If a person or group acquires 15% or more of the common stock, the rights will allow holders to purchase shares of common stock at a market value of two times the right's exercise price [4]. - Rights held by the acquiring person will become void, and if the company is acquired in a merger not approved by the Board, rights will allow holders to purchase shares of the acquiring company's stock at a similar valuation [4]. Group 3: Company Overview - Mission Produce is a global leader in sourcing, producing, and distributing fresh Hass avocados, with additional offerings in mangos and blueberries, servicing customers in over 25 countries [6]. - The company operates four packing facilities in key growing locations, including California, Mexico, Peru, and Guatemala, and has sourcing capabilities in various countries, ensuring a year-round supply of premium fruit [6]. - Mission Produce's distribution network includes strategically positioned centers across North America, China, Europe, and the UK, providing value-added services such as ripening and logistical management [6].

Core Viewpoint - Kelly Services, Inc. has adopted a stockholder rights plan to protect the interests of all stockholders amid a significant sale of its Class B common stock by a major shareholder [1][2]. Group 1: Stockholder Rights Plan - The Board of Directors unanimously approved the Rights Plan to allow time for evaluation of a transaction involving the sale of 92.2% of Class B common stock [2][3]. - The Rights Plan will issue rights to purchase shares of Class A and Class B common stock to stockholders of record as of January 11, 2026 [4]. - The rights will expire on January 10, 2027, or upon certain conditions such as redemption or a merger [5]. Group 2: Rights Activation and Terms - Rights become exercisable if an acquiring person obtains 75% or more of the Class B common stock, allowing existing right holders to receive shares valued at twice the exercise price [6]. - If the company is acquired after an unapproved party obtains 75% of Class B shares, right holders can receive common stock of the acquiring company valued at twice the exercise price [6]. - The Board can redeem the rights at $0.001 per right, and existing ownership percentages of those who already own 75% or more of Class B shares will be grandfathered under certain conditions [6][7]. Group 3: Company Overview - Kelly Services, Inc. is a leading provider of specialty talent solutions, connecting over 400,000 people with work annually [9]. - The company reported revenue of $4.3 billion in 2024 and operates in various industries including science, engineering, technology, and finance [9].

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]