Wynnefield Capital, Inc. (“Wynnefield”), a Delaware corporation formed in 1992, provides
investment supervisory services on a discretionary basis to private investment fund vehicles.
Wynnefield is a U.S. Securities and Exchange Commission registered investment adviser and
the investment manager for Wynnefield Capital Management, L.L.C., a New York limited
liability company formed in January 1997. Wynnefield Capital Management, L.L.C is the sole
general partner (“General Partner”) of two private investment funds organized as Delaware
based domestic limited partnerships and managed by Wynnefield. Wynnefield’s principal
owners are Mr. Nelson Obus, President and Mr. Joshua Landes, Executive Vice President,
Secretary and Treasurer.
Wynnefield is also the investment manager to an offshore fund, a Cayman Islands exempted
company formed in January 1997. The offshore fund and the domestic funds are individually
referred to as the “Offshore Fund” and “Domestic Funds” and collectively the “Funds”.
Wynnefield is also the investment manager to the Wynnefield Capital, Inc. Profit Sharing Plan
(the “Plan”) on behalf of its employees.
The Funds and the Plan are Wynnefield’s sole clients.
Wynnefield’s management of the Funds is in accordance with the small-cap value, special
situations strategy and objectives stated in the Domestic Funds’ Private Placement
Memorandum (“PPM”) or the Offshore Fund’s Confidential Explanatory Memorandum
(“Offering Memorandum”) (collectively the PPM and Offering Memorandum are referred to
as the “Offering Documents”). Wynnefield specializes in seeking out under-followed,
misunderstood, and undervalued companies that fit strict parameters which include minimal
balance sheet risk and potential for company specific or industry change. Wynnefield
selectively hedges its portfolio and/or specific investment positions through
the purchase or
sale of futures indexes, ETFs and options on ETFs and occasionally shorts individual stocks.
Wynnefield invests in undervalued companies that it believes have strong free cash flow
characteristics, minimal leverage, and talented management teams. The Funds’ securities
are generally held on a long-term basis, and when necessary, Wynnefield works with
management and corporate boards to enhance value. The Funds focus is on the micro-cap
segment of the small-cap universe and Wynnefield frequently invests in companies with
minimal sell-side research coverage. Because the focus of the Funds is on the least
researched segment of the market, Wynnefield believes it has less competition which
frequently gives Wynnefield “first mover advantage” whereby the Funds take advantage of
pricing inefficiencies in the pursuit of long-term gains.
The Funds are not registered as an investment company pursuant to the exclusions of either
section 3(c)(1) or section 3(c)(7) of the Investment Company Act of 1940, as amended. The
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specific investment methodology and objectives of the strategy of each Fund is described in
the applicable Offering Documents of the Fund.
Wynnefield provides portfolio advisory and management services to the Funds based on
their investment objectives, not based on the criteria or investment objective of any
individual investor. Wynnefield does not participate in wrap fee programs.
As of December 31, 2022, the amount of client gross assets managed on a discretionary basis
is approximately $227,716,086 and the amount managed on a non-discretionary basis is $0.
The information provided in this Form ADV Part 2A contains summaries of information that
is more particularly described in the Offering Documents of each Fund. Investors are
directed to review the Offering Documents of the relevant Fund.