8/21/2036

Kaos Capital Demands Board Overhaul at Capricor Ahead of FDA Decision on DMD Therapy

BigGo Finance (08/21/36)

Capricor Therapeutics Inc. (CAPR) is facing an activist campaign from shareholder Kaos Capital, which is demanding immediate board changes, a cash-preservation plan, and the creation of an M&A committee just one day before the U.S. Food and Drug Administration (FDA) is scheduled to act on the company's experimental Duchenne muscular dystrophy therapy. Kaos Capital, a Miami-based investment firm that describes itself as a "significant and growing shareholder," issued a letter to fellow shareholders on August 21 calling for a meeting with the board within 15 business days. The firm said it intends to nominate two independent directors and push for a board-led M&A and Strategic Alternatives Committee chaired by a shareholder-backed director. The activist campaign lands at a precarious moment for Capricor. The FDA's action date on deramiocel, the company's cell therapy for DMD-related cardiomyopathy, is August 22. In June, an FDA advisory panel voted 9-3 against the drug's use for that indication, casting significant doubt over its approval prospects. Capricor shares were down approximately 2% at the time of the letter's release. In the letter signed by CEO Adam Arviv, Kaos argued that Capricor has become overly dependent on a single regulatory outcome and must take immediate steps to preserve capital while exploring acquisitions, licensing deals, and partnerships that could broaden its pipeline. The company reported $237.9 million in cash, cash equivalents, and marketable securities as of June 30, down roughly $80.2 million from year-end 2025. First-half 2026 operating expenses totaled $79.7 million, including $23.5 million in general and administrative costs — approximately double the comparable 2025 figure, according to the letter. Kaos called for a formal Cash Preservation Plan that would include: a near-term freeze on nonessential spending; a zero-based review of G&A expenses; enhanced approval requirements for material commitments; and quarterly reporting on cost reductions, cash runway, and capital use. The firm also urged the board to retain independent legal advisers and commission a review of oversight, disclosure controls, contracting, compensation, and capital-allocation processes. Kaos cited "numerous legal matters and shareholder demands" disclosed in Capricor's public filings, including securities and derivative actions, a Section 220 books-and-records demand, a patent action, a distribution dispute, and employment-related claims. A further securities class action was filed against the company and certain officers in 2026. "This legal overhang carries cost, distraction, reputational risk, and governance consequences," the letter stated. Kaos emphasized it is not asking Capricor to abandon deramiocel, which it believes "may still have meaningful value for patients." Instead, the firm wants the company to use its cash and public-company platform to build a broader, multi-modality biotechnology enterprise. The proposed M&A committee should evaluate assets in inflammation, fibrosis, tissue repair, targeted delivery, and regenerative medicine, the letter said. Kaos specifically pointed to advanced small-molecule pharmacology targeting the NLRP3/inflammasome signaling pathway as one area of interest. "Conviction in a lead program is not a license for a Board to concentrate all of a public company's capital, risk, and future in a single regulatory outcome," Arviv wrote. The activist push comes as Capricor awaits the FDA's decision on deramiocel. The agency's action date is August 22, though the timeline has grown complicated. After the advisory committee's negative vote in June, Capricor said the FDA was willing to review an amendment containing 24-month Hope-3 data focused on upper-limb function. A new target date has not been formally announced. Roth Capital expects the FDA review could be extended by approximately three months to accommodate the additional data. Kaos said it is prepared to work constructively with the board but warned of escalation if its demands are not met. If the board does not confirm and convene the requested meeting within the specified timeframe, Kaos said it will begin seeking shareholder support to elect its two independent nominees, replace directors, and potentially pursue removal of senior management. "We do not take that step lightly, but continued inaction would leave shareholders no reasonable alternative," the letter read.

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10/22/2026

Nidec Poses New-Old Test for Japanese Buyouts

Reuters Breakingviews (10/22/26) Lockett, Hudson

Nidec (TYO: 6594), Japan’s $16 billion precision-motor maker, is facing a major accounting crisis that could lead to its delisting from the Tokyo Stock Exchange, potentially creating an opportunity for private-equity investors. New CEO Michio Kaida said the company is still seeking auditor PwC’s approval for delayed financial results after recognizing about ¥1.1 trillion ($7 billion) in write-downs, including roughly ¥480 billion linked to accounting irregularities. Nidec must resolve its financial reporting issues by October 28 to avoid a forced delisting, while its shares have fallen sharply. The crisis is reminiscent of Toshiba, which following a 2015 accounting scandal became a high-profile option for hedge funds and investors including Elliott Management and Third Point. Nidec has also attracted investor interest, with Oasis Management building an almost 8% stake. Buyout firms such as Bain and KKR (NYSE: KKR) have the financial resources and restructuring expertise to pursue a takeover, but several obstacles could complicate a deal. Japanese authorities may consider some of Nidec’s more than 350 subsidiaries strategically important, while foreign investors could face resistance because of the company’s importance to Japan’s export economy. The experience of Toshiba, which ultimately went to a domestic consortium after foreign bidders faced concerns about strategic ownership, illustrates the potential difficulties. A successful Nidec transaction could therefore become an important test of Japan’s evolving corporate-governance and M&A environment.

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10/16/2026

Oasis Management Pushed Vail Resorts to Use AI-Drive Strategy Help Before Proxy Fight

Denver Business Journal (10/16/26) Barackman, Jenna

Before mounting a campaign to reshape Vail Resorts' (NYSE: MTN) board, Oasis Management spent over a year pushing the company behind the scenes to make changes it believed would improve the ski giant's performance, including using artificial intelligence to help guide business strategy The Hong Kong-based investment management firm Oasis Management Co Ltd. owns 9% of Broomfield-based Vail Resorts Inc. The investor has been pushing for boardroom change at Vail Resorts, nominating four candidates to its board of directors, arguing Vail Resorts has suffered from years of weak shareholder returns, declining guest satisfaction, operational missteps and insufficient board oversight. Oasis Management started meeting with Vail Resorts' investor relations team and top leadership nearly 18 months ago seeking changes to company strategy, being rebuffed and ultimately launching a campaign to have shareholders elect its chosen directors, the company said in a Tuesday U.S. Securities and Exchange Commission (SEC) filing. “We believe that Vail Resorts could be worth significantly more than its current stock price, that the status quo is untenable and that change is urgently needed to address the Company’s longstanding deficiencies and restore growth, profitability and credibility,” Oasis said in its SEC filing. A spokesperson from Vail Resorts said the company has made multiple changes over the past 16 months, including by launching its Epic Experience strategy to invest in the resorts' food offerings, ski lesson services, gear rental, guest engagement and talent. "We have enhanced our leadership team, revamped our marketing approach to celebrate what makes each of our mountains unique, and introduced new pass and lift ticket products and pricing strategies designed to broaden access," a Vail spokesperson said in an email. "We’ve already seen early proof points, including record guest satisfaction scores last year, increased lift ticket market share, and outperformance versus the industry on pass sales for the upcoming season." "As we look to the future, our focus is on building on that progress through disciplined execution, especially with our recently launched Epic Experience strategy to drive the next chapter of growth for Vail Resorts by making every part of the mountain journey more seamless, personalized, and memorable," the spokesperson continued. A preliminary proxy statement filed Tuesday ahead of Vail Resorts' annual shareholder meeting, expected in December, reveals that Oasis had met with company executives, including CEO Rob Katz, for more than a year to discuss issues before publicly advocating for change. Oasis, which began building its stake in the company April 2025, met with company leadership repeatedly in the following months, discussing company strategy around pricing, capital expenditures and operations, according to the Tuesday filing. During two meetings in July 2025, Oasis met with Vail Resorts CEO Rob Katz discussing ski pass pricing, operational efficiency and other matters, Oasis said in its proxy filing. The investment firm offered to pay for Vail Resorts to use what it said is "a leading AI consulting firm” to help optimize its Epic Pass and lift ticket pricing strategies, "harmonize the Company’s structured and unstructured customer experience data, weather forecasts and other data" and create a unified operating model for the company, Oasis' proxy filing said. Katz declined Oasis’ offer to pay, but agreed to review the proposal, the Oasis SEC filing said. Vail Resorts ultimately did not engage with the AI firm it recommended, Oasis said. The four candidates Oasis wants shareholders to elect include M. Ashton Hudson, the Florida founder and chairman of Riverwood Asset Management and partner at Value Acquisition Fund; former Disney (NYSE: DIS) CEO Robert Chapek; Utah venture capitalist Bryce Roberts and Picabo Street, a former World Cup alpine ski racer and Olympic gold medalist. Each of the candidates are being compensated to run for a board seat, according to previous SEC filings. The filing details that Oasis and Vail leaders continued meeting into 2026. In August, Oasis asked Katz to consider appointing Chapek to the Board. Katz interviewed Chapek, according to the filing, and provided some feedback calling him a “thoughtful guy.” Oasis then recommended two other candidates to the board which Katz also interviewed, the filing says. After director Sue Decker decided not to seek reelection, Oasis said Katz indicated he would share Chapek's name and those of the other candidates for consideration. Later, Katz made it clear the company did not intend to nominate any of them, the Oasis filing said. “We have sought to engage constructively with the Company, including by making numerous recommendations and introducing director candidates who we believe would contribute effectively to the Board,” Oasis said. “Unfortunately, the Company has largely ignored our recommendations, declined to appoint any of our candidates and appears no closer to addressing its longstanding guest experience issues.” In the weeks since Oasis launched its proxy push, Oasis has increased its stake in Vail from 6.2% in mid-September to 9% today. The board nominations come as Vail struggles to recover from an unusually warm and dry winter that plummeted visitation and, months later, have partially caused Vail’s multimountain access ski pass, the Epic Pass, to endure a steep decline in pass sales, a trend in recent months. But Oasis said the issues with the company are not primarily due to weather or its large network of 42 ski areas that it owns and operates. Instead, Oasis said issues lie with its board leadership, guest experience and continued operational deterioration. Oasis said Vail’s “stagnant, one-size-fits-all guest experience” has alienated guests, leaving both budget-conscious skiers and high-income guests with few options to have an experience that meets their needs. Marketing has also fallen behind, it said, and other major, public incidents, like labor unrest and overcrowding, has significantly devalued the company’s guest experience. It also argued that despite spending more than $1.5 billion on acquisitions and growing from 12 to 42 resorts, Vail's profitability has worsened and pass sales have fallen, suggesting the company has failed to translate growth into stronger financial results. During former Vail Resorts CEO Kirsten Lynch’s tenure, which lasted from 2021 to 2025, for example, the company lost around half of its value. Oasis said the board was too slow in replacing her, and when it did, no meaningful change was made by bringing back Katz, who was the CEO before Lynch.

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10/15/2026

Ethan Allen Investor Launches Proxy Fight With Five Nominees

Investing.com (10/15/26)

Doug Bergeron, who holds approximately 5.2% of Ethan Allen Interiors Inc. (NYSE: ETD) through his affiliates and associates, sent a letter to shareholders today outlining his campaign to elect five director nominees to the company’s board at its 2026 annual meeting. Bergeron filed a definitive proxy statement with the U.S. Securities and Exchange Commission (SEC) to solicit votes for his director candidates. The investor is urging shareholders to vote using a white universal proxy card for his nominees. In the letter, Bergeron criticized what he described as two decades of declining revenue, profitability and shareholder value at the furniture retailer. He challenged the current board’s position that continuity represents the safer path forward for the company. The materials include what Bergeron calls an accountability matrix comparing the incumbent directors' records with his five nominees' qualifications. He stated that Ethan Allen has a deteriorating earnings base and an aging customer demographic. Bergeron outlined a plan he said would restore profitable growth while maintaining a regular dividend. The investor warned that the company's recovery is becoming more difficult and costly. Additional campaign materials, including video interviews with the five director candidates, are available on a website established for the proxy contest. The information is based on a press release statement from Bergeron's campaign. DGB Investment, Inc. and Douglas G. Bergeron, together with other participants in their solicitation, filed the proxy materials with the SEC. Okapi Partners LLC is serving as proxy solicitor for the campaign. Stockholders can access the definitive proxy statement and related documents at no charge through the SEC's website or by contacting the proxy solicitor.

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