Special Situations Digest #16

Cellectar Biosciences, Inc. (CLRB) appointed Andrew Gu to its board as a Class III director and Audit Committee member on May 18, 2026. This appointment activates a board-designation right granted to Nantahala Capital Management, LLC in a May 4, 2026 securities purchase agreement. Gu is an analyst at Nantahala focused on biotechnology investments with dual degrees from the University of Pennsylvania. Incumbent Class III director Stefan D. Loren, Ph.D., will not stand for reelection at the upcoming 2026 annual meeting and has entered into a consulting agreement with the company. The board designation converts Nantahala’s investment into an active governance stake and creates a potential pivot point for strategic or operational changes at the clinical-stage biopharmaceutical company. A catalyst is scheduled for June 5, 2026.

Akatsuki Capital Works Corporation has submitted shareholder proposals for unbanked Corporation's (8746.T) June 26, 2026 annual general meeting to elect two outside directors and three audit committee members. The board of unbanked, a Japanese financial services firm, unanimously resolved to oppose the proposals, citing an investigation and allegations that a ¥1.34B uncollectible receivable was orchestrated by an Akatsuki owner. These proposals follow similar submissions for a June 5, 2026 extraordinary general meeting but do not include the removal of incumbent directors. unbanked filed a damages lawsuit against Akatsuki on February 27, 2026, and secured a provisional attachment order on February 13, 2026. The shareholder vote will take place at the annual meeting in Shibuya, Tokyo.

An individual shareholder of Origin Corporation (6513.T) submitted a proposal to repurchase 300,000 shares for up to ¥320M within one year of the annual general meeting. The board of directors resolved on May 19, 2026, to oppose the proposal at the June 26, 2026, AGM, stating its preference to prioritize a return to operating profit and the execution of an emergency management reform plan. The proposer argues the stock is undervalued at a 0.24x PBR, near a 30-year low, while the company holds ¥13.4B in net financial assets. This contested buyback proposal signals minority-shareholder activism and could catalyze a re-rating of the company if it gains support or forces a compromise.

Kitasawa Sangyo (9930.T) is facing a proxy contest from Tempos Holdings Co., Ltd., which has submitted proposals to elect its president, Atsushi Morishita, as a director and to amend the articles to establish a shareholder benefit program. The board of Kitasawa Sangyo resolved on May 18 to oppose both proposals and will present them as independent agenda items at the annual general meeting scheduled for June 26, 2026. Tempos Holdings argues that Kitasawa Sangyo needs stronger leadership to revitalize stagnant performance, citing its own revenue growth to ¥57B. The Kitasawa Sangyo board maintains that current management is executing growth strategies and that the nine-director slate, which includes three outside directors, is optimal. The board’s formal resolution to oppose these shareholder proposals sets up a contested vote for the June 26 AGM.

Alternative Income REIT (AIRE.L) issued a public rebuttal to activist demands and a possible cash offer from Glenstone REIT plc, which controls a 26.4% stake. Glenstone’s demands include a managed wind-down, the appointment of a Glenstone executive to the board, and a transfer of the listing to. The International Stock Exchange. Independent directors rejected these demands and denied due diligence access, noting that a prior 66.5p per share proposal represented a 20.8% discount to NAV. AIRE’s board currently supports a separate possible offer from AEW UK REIT at a 3% discount to NAV. Glenstone and director Adam Smith control a combined 26.4% interest, with Shore Capital acting as advisor. A next catalyst date for the situation is June 12, 2026.

Seer, Inc. (SEER) filed a preliminary proxy statement disclosing that the Radoff-JEC Group intends to nominate three director candidates for election at the 2026 Annual Meeting. The dissident slate will oppose three of the seven board-recommended nominees. Seer's board unanimously recommends that stockholders vote only for its nominees on the BLUE proxy card and disregard any white proxy card from the dissident group. A record date and meeting date have not yet been set. This formal proxy contest creates a near-term catalyst where board composition changes could drive shifts in Seer’s strategy, capital allocation, or M&A posture.

MI2 Corporation, Takahiro Murakami, and MI5 Corporation disclosed a collective 5.03% stake in AD Works Group (2982.T) totaling 2,534,000 shares. The investor group intends to advise on and propose changes to capital policy and corporate governance, including dividend increases and share buybacks. Takahiro Murakami individually holds 4.67% of the company, having accumulated the stake through market purchases from March 16 to May 13, 2026. The filing indicates the group may execute additional share purchases within three months if the stock remains undervalued.

Vaxart, Inc. (VXRT) filed a preliminary proxy statement for its 2026 Annual Meeting disclosing a proxy contest initiated by stockholder Daniel P. Houle. Houle intends to nominate himself and two additional candidates for election as directors against the board's six incumbent nominees. The board does not endorse the dissident candidates and is soliciting votes for its own slate via a WHITE proxy card. The election will proceed under universal proxy rules with both slates listed. Vaxart, a clinical-stage biotechnology company developing oral tablet vaccines, has retained Campaign Management as its proxy solicitor.

Zimmer Partners filed a Schedule 13D disclosing a 9.9999987% stake in James River Group (JRVR), representing 4.62M shares acquired for approximately $22.4M. The hedge fund views the shares of the Bermuda-domiciled specialty property and casualty insurer as undervalued and intends to discuss capital allocation, debt reduction, and strategic alternatives with management. This initial activist position serves as a catalyst for potential operational improvements, asset sales, or a full company sale. Zimmer Partners has reserved the right to increase or hedge its holdings.

Hibiki Path Advisors SPC and Hibiki Path Advisors 2 SPC disclosed an 18.40% aggregate stake in Japan Pure Chemical (4973.T), representing 1,116,100 shares. The Cayman Islands-incorporated filers stated their purpose includes providing management advice and making significant proposals to improve capital policy and achieve capital efficiency reflecting the issuer's high-ROIC, research-and-development business. Hibiki Path 2 SPC recently reduced its individual holding from 6.83% to 5.73% through share sales between April 24 and May 12, 2026. This 18.4% position and explicit activist agenda target engagement, buybacks, or broader corporate action at the specialty chemicals company.