Governance Changes

GSE SYSTEMS INC: Certificate of incorporation amended and restated in its entirety in connection with the Merger.

“At the Effective Time, the Company’s certificate of incorporation and bylaws were amended and restated in their entirety”

BOEING CO: Filed Certificate of Designations to establish preferences, limitations and relative rights of a new series of Preferred Stock (effective 2024-10-31).

“On October 31, 2024, the Company filed the Certificate of Designations with the Secretary of State of the State of Delaware to establish the preferences, limitations and relative rights of the Preferred Stock.”

Federal Home Loan Bank of Topeka: Removed chief compliance and ethics officer from approval requirement for removal; changed officer titles and responsibilities (effective 2024-10-25).

“the Bylaws permitted the President to only remove the chief risk officer and the chief compliance and ethics officer from office with the approval of the Risk Oversight committee of the board. The revision removes reference to the chief compliance and ethics officer and states the President is permitted to only remove the chief risk officer from office with the approval of the Risk Oversight committee of the board.”

REMARK HOLDINGS, INC.: Amendment to Section 2.06 of Bylaws to set quorum at 33.33% of voting power (effective 2024-10-30).

“On October 30, 2024, the Board of Directors of Remark approved an amendment to Section 2.06 of Remark’s Amended and Restated Bylaws (the “Bylaws”) to specify that the quorum for the transaction of business at all meetings of stockholders, whether annual or special, shall be 33.33% of the voting power of the shares outstanding entitled to vote, present in person or by proxy . The amendment became effective immediately.”

Edesa Biotech, Inc.: Filed Amended Articles to amend rights, preferences, restrictions and other matters pertaining to the Preferred Shares (effective 2024-10-30).

“On October 30, 2024, the Company filed Amended Articles to amend the rights, preferences, restrictions and other matters pertaining to the Preferred Shares.”

Knowles Corp: Fifth Amended and Restated By-Laws adopted, including clarifications on calling special meetings, revised stockholder nomination and proposal procedures, director interview requirement, severability provision, and ministerial updates (effective 2024-10-29).

“On October 29, 2024, in connection with a periodic review of the by-laws of Knowles Corporation (the “Company” ), the Company’s board of directors (the “Board” ) unanimously adopted the Fifth Amended and Restated By-Laws of the Company (the by-laws, as so amended and restated, the “Amended and Restated By-Laws” ), effective immediately.”

Sterling Check Corp.: Amended and restated certificate of incorporation and bylaws upon consummation of merger.

“Pursuant to the Merger Agreement, at the Effective Time, each of the certificate of incorporation and the bylaws of the Company as in effect immediately prior to the Effective Time was amended and restated in its entirety, as set forth in Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K, which are incorporated herein by reference.”

Jingbo Technology, Inc.: Increased authorized shares of common stock from 50,000,000 to 50,000,000,000 (effective 2024-10-17).

“The Certificate of Amendment increased the number of authorized shares of common stock, $0.001 par value per share (the “Common Stock”), from 50,000,000 shares to 50,000,000,000 shares (the “Authorized Capital Change”). The Authorized Capital Change took effect on October 17, 2024.”

Target Hospitality Corp.: Amended bylaws to specify individuals who may preside over stockholder meetings and clarify procedural mechanics for stockholder nominations and proposals under advance notice and proxy access provisions (effective 2024-10-30).

“On October 30, 2024, the Board of Directors of Target Hospitality Corp. (the “Company”) approved and adopted amendments to the Company’s Bylaws (the “Fourth Amended and Restated Bylaws”). The amendments, among other things, (i) specify individuals who may preside over meetings of the Company’s stockholders and (ii) clarify procedural mechanics and informational requirements in connection with stockholder nominations of directors and submission of stockholder proposals pursuant to the advance notice and proxy access provisions of the Fourth Amended and Restated Bylaws.”

Baldwin Insurance Group, Inc.: Adopted First Amendment to the Second Amended and Restated By-laws to disband the independent committee once the operative provisions of the New Stockholders Agreement are in effect and to provide the Holders with approval rights over certain senior management matters.

“the Board adopted, the First Amendment to the Second Amended and Restated By-laws of the Company (the “By-law Amendment”) that (x) disband the independent committee of the Board established pursuant to Section 4.02 of the By-laws once the operative provisions of the New Stockholders Agreement are in effect and (y) provide the Holders with approval rights over certain specified matters relating to the Company’s senior management that must be satisfied prior to the occurrence of such specified matters.”

Sharecare, Inc.: Amended and restated the Second Amended and Restated Bylaws in their entirety to be in the form of the bylaws of Merger Sub, with name changes.

“the Company’s Second Amended and Restated Bylaws, as in effect immediately prior to the Effective Time, were amended and restated in their entirety to be in the form of the bylaws of Merger Sub as in effect immediately prior to the Effective Time of the Merger, except that references to Merger Sub’s name were replaced with references to the Company’s name (the “ Bylaws ”).”

Sharecare, Inc.: Amended and restated the Fourth Amended and Restated Certificate of Incorporation as the Fifth Amended and Restated Certificate of Incorporation.

“the Company’s Fourth Amended and Restated Certificate of Incorporation, as in effect immediately prior to the Effective Time, was amended and restated in its entirety as the Fifth Amended and Restated Certificate of Incorporation of the Company (the “ Charter ”).”

GRIID Infrastructure Inc.: Adopted bylaws of the merger subsidiary as the company's new bylaws.

“the bylaws of Merger Sub, as in effect immediately prior to the Effective Time, became the Bylaws of the Company and is attached as Exhibit 3.2 to this Current Report on Form 8-K”

GRIID Infrastructure Inc.: Amended and restated the certificate of incorporation as part of merger.

“the Second Amended and Restated Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, was amended and restated to be the certificate of incorporation attached as Exhibit 3.1 to this Current Report on Form 8-K”

Apollo Asset Backed Credit Co LLC: Amended and restated the limited liability company agreement to add two new share classes (T-S and T-I) with differing fee structures and no director nomination rights (effective 2024-10-25).

“On October 25, 2024, the Company executed its Third Amended and Restated Limited Liability Company Agreement (the “Third A&R LLCA”), which amended and restated the Company’s Second Amended and Restated Limited Liability Company Agreement, dated as of June 28, 2024. The amendment and restatement effects certain changes, including the addition of T-S Shares and T-I Shares (together, the “T Shares”), as described in further detail below.”

EAGLE PHARMACEUTICALS, INC.: Certificate of Designation establishing Preferred Shares adopted (effective 2024-10-31).

“In connection with the adoption of the Rights Agreement described in Item 1.01 above, the Board approved a Certificate of Designation establishing the Preferred Shares and the rights, preferences and privileges thereof (the “Certificate of Designations”). The Certificate of Designation was filed with the Secretary of State of the State of Delaware on October 31, 2024.”

ALAMO GROUP INC: Amendment and restatement of bylaws to include additional shareholder disclosure/procedural requirements for director nominations and proposals, clarification on waiver of notice, and addition of severability provision (effective 2024-10-31).

“On October 31, 2024, the Board of Directors (the “Board”) of the Company approved the amendment and restatement of the Bylaws of the Company (the “Amended and Restated Bylaws”). The Amended and Restated Bylaws are effective as of October 31, 2024. The principal revisions in the Amended and Restated Bylaws include (i) additional disclosure and procedural requirements for shareholders to submit director nominations and shareholder proposals to, among other things, align such provisions with recent developments in Delaware law, (ii) a clarification related to waiver of notice by shareholders and (iii) the addition of a severability provision.”

PARKERVISION INC: Increased authorized shares of common stock from 175,000,000 to 225,000,000 (effective 2024-10-30).

“Articles of amendment to the Company's amended and restated articles of incorporation setting forth the amendment were filed with the Department of State of the State of Florida on October 28, 2024 (as corrected on October 30, 2024) and became effective on October 30, 2024.”

USBC, Inc.: Amendment to Articles of Incorporation to increase authorized shares of common stock from 200 million to 300 million (effective 2024-10-29).

“The Amendment was filed with the Nevada Secretary of State on October 29, 2024, and became effective on that date.”

Dayforce, Inc.: Amended and restated bylaws to enhance advance notice provisions, add forum selection, update officer resignation procedures, and make technical changes (effective 2024-10-29).

“On October 29, 2024, the Board of Directors (the “Board”) of Dayforce, Inc. (the “Company” or “Dayforce”) approved and adopted an amendment and restatement of the Company’s Fourth Amended and Restated Bylaws (as amended, the “Bylaws”).”

Terran Orbital Corp: Amended and restated bylaws in their entirety in connection with the Merger.

“Effective as of the Effective Time and as a result of the completion of the Merger, the Amended and Restated Certificate of Incorporation and the Bylaws of the Company, as in effect immediately prior to the Effective Time, were amended and restated in their entirety (as amended, the “ Second Amended and Restated Certificate of Incorporation ” and the “ Amended and Restated Bylaws ”, respectively).”

Terran Orbital Corp: Amended and restated certificate of incorporation in its entirety in connection with the Merger.

“Effective as of the Effective Time and as a result of the completion of the Merger, the Amended and Restated Certificate of Incorporation and the Bylaws of the Company, as in effect immediately prior to the Effective Time, were amended and restated in their entirety (as amended, the “ Second Amended and Restated Certificate of Incorporation ” and the “ Amended and Restated Bylaws ”, respectively).”

Keen Vision Acquisition Corp.: Filed second amended and restated memorandum and articles of association, as approved by shareholders at the Annual Meeting (effective 2024-10-28).

“KVAC filed its second amended and restated memorandum and articles of association (the “ M&AA ”) with the British Virgin Islands Registry on October 28, 2024.”

CNA FINANCIAL CORP: Amended and restated By-Laws to clarify role and responsibilities of Chairman of the Board and Chief Executive Officer (effective 2024-10-30).

“On October 30, 2024, the Board of Directors of Registrant adopted and approved amended and restated By-Laws of Registrant effective October 30, 2024 primarily to clarify role and responsibilities of each of the Chairman of the Board and Chief Executive Officer.”

COMMERCE BANCSHARES INC /MO/: Amended Article II, Sections 1 and 2 of By-Laws to update provisions for annual and special meetings, including virtual or hybrid meeting options and setting annual meeting time and date details (effective 2024-10-25).

“On October 25, 2024, Commerce Bancshares, Inc. (the “Company”) amended its By-Laws to update certain provisions related to annual and special meetings of stockholders”

MICRON TECHNOLOGY INC: The board approved an amendment to the company's Amended and Restated Bylaws to set the number of directors from time to time by board resolution, effective immediately (effective 2024-10-28).

“Item 5.03 Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year. On October 28, 2024, the Board approved an amendment to the Company’s Amended and Restated Bylaws to provide that the number of directors shall be set from time to time by resolution of the Board, effective immediately.”

GSI TECHNOLOGY INC: Board of Directors decreased from six to five members (effective 2024-10-28).

“on October 28, 2024, the Board of Directors of the Corporation adopted an amendment to the amended and restated bylaws of the Corporation to decrease the size of the Board of Directors from six (6) to five (5) members, effective as of October 28, 2024.”

Avalon GloboCare Corp.: Reverse stock split at a ratio of 1-for-15 and decrease in authorized shares from 490,000,000 to 100,000,000 (effective 2024-10-25).

“On October 23, 2024, the Company filed a certificate of amendment (the “Amendment”) to its Certificate of Incorporation with the Secretary of State of the State of Delaware to effectuate the Reverse Stock Split at a ratio of 1-for-15 as well as the Decreased in Authorized Shares. The Amendment became effective at 5:00 PM ET on October 25, 2024.”

DUKE Robotics Corp.: Amended certificate of incorporation to change corporate name from UAS Drone Corp. to DUKE Robotics Corp (effective 2024-11-04).

“On October 28, 2024, DUKE Robotics Corp. formerly known as UAS Drone Corp. (the “Company”), filed a Certificate of Amendment (the “Certificate of Amendment”) to its Certificate of Incorporation with the Nevada Secretary of State to change the Company’s corporate name from UAS Drone Corp. to DUKE Robotics Corp. effective as of November 4, 2024.”

Chenghe Acquisition I Co.: Removed language allowing withdrawal of up to $100,000 from trust account for dissolution expenses if no business combination is completed.

“the proposal to amend the Articles to remove the language therein which permits the Company to withdraw up to $100,000 of interest earned on the funds held in the trust account (the “Trust Account”) established in connection with the initial public offering of the Company’s securities to pay dissolution expenses if the Company fails to consummate a business combination by the Termination Date”

Chenghe Acquisition I Co.: Extended the deadline to complete a business combination from October 27, 2024 to November 27, 2024, with option for further monthly extensions up to April 27, 2025, subject to deposits (effective 2023-04-13).

“the proposal to amend the Company’s amended and restated memorandum and articles of association (as amended by a special resolution of the Company’s shareholders on April 13, 2023 and October 25, 2023, the “Articles”) to extend (the “Extension”) the date (the “Termination Date”) by which the Company must (i) consummate a business combination, (ii) cease its operations except for the purpose of winding up if it fails to complete such business combination and (iii) redeem all of the Company’s then issued and outstanding Class A ordinary shares, from October 27, 2024 to November 27, 2024 for a deposit of $0.025 for each of the Company’s Class A ordinary share not elected to be redeemed immediately after the Extraordinary General Meeting; and to allow the Company, without the need for any further approval of the Company’s shareholders, by resolutions of the board of directors of the Company, to further extend the Termination Date for up to five times, each time by one month, from November”

Mitesco, Inc.: Filed Certificate of Designation for Series A Amortizing Convertible Preferred Stock to authorize 3,000,000 shares with a stated value of $25 per share, establishing preferences, conversion, and redemption rights (effective 2024-10-28).

“On October 28, 2023, the Company filed a Certificate of Designation, Preferences and Rights of Series A Amortizing Convertible Preferred Stock with the Nevada Secretary of State (the “Certificate of Designation”).”

CLEANSPARK, INC.: Increased authorized shares of Common Stock from 300,000,000 to 600,000,000 (effective 2024-10-28).

“The Charter Amendment increased the number of shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), authorized for issuance under the Articles of Incorporation from 300,000,000 shares to 600,000,000 shares.”

SANMINA CORP: Amended and restated bylaws to increase the ownership threshold for stockholders to call a special meeting to 50% of voting power and revise stockholder meeting procedures to conform to recent DGCL amendments (effective 2024-10-23).

“On October 23, 2024, the board of directors (the “Board”) of Sanmina Corporation (the “Company”) approved and adopted an amendment and restatement of the Company’s amended and restated bylaws (as amended, the “Bylaws”), which became effective the same day.”

Can B Corp: Amended Articles of Incorporation to add a provision required by Section 607.11045(g) of the FBCA regarding stockholder approval for certain acts or transactions (effective 2015-10-25).

“On October 25, 2015, the Articles of Incorporation of Can B (the “Can B Charter”) was amended pursuant to the Nascent Merger to add a provision, which is required by Section 607.11045(g)_ of the FBCA, that provides that any act or transaction by or involving Can B, other than the election or removal of directors, that requires for its adoption under the FBCA or the Can B Charter the approval of the stockholders of Can B shall require the approval of the stockholders of Nascent by the same vote as is required by the FBCA and/or the Can B Charter.”

CIMG Inc.: On October 22, 2024, the Company filed a Certificate of Amendment to its Articles of Incorporation to change its corporate name from Nuzee, Inc. to CIMG Inc., effective October 31, 2024 (effective 2024-10-31).

“On October 22, 2024, Nuzee, Inc. (the “Company” or “we”) filed with the Secretary of State of the State of Nevada a Certificate of Amendment to our Articles of Incorporation to change our corporate name from Nuzee, Inc. to CIMG Inc., effective October 31, 2024.”

MALIBU BOATS, INC.: Amended and restated bylaws to revise advance notice provisions for stockholder proposals and director nominations, and to require proxy card color distinction (effective 2024-10-23).

“On October 23, 2024, the Board of Directors (the “ Board ”) of the Company approved and adopted an amendment and restatement of the Company’s bylaws (as so amended, the “ Bylaws ”), which became effective immediately upon approval. The amendment and restatement revise the advance notice provisions of the bylaws to remove or clarify certain informational and other requirements for stockholder proponents and director nominees, including removing the requirement to disclose compensatory and other monetary agreements with persons acting in concert with the stockholder proponent. The Bylaws also provide that any stockholder soliciting proxies from other stockholders must use a proxy card color other than white, with the white proxy card being reserved for the exclusive use by the Board of Directors.”

Autonomix Medical, Inc.: Approved an amendment to the certificate of incorporation to effect a 1-for-20 reverse stock split of common stock (effective 2024-10-24).

“The Amendment was filed with the Secretary of State of the State of Delaware and the Reverse Stock Split will become effective in accordance with the terms of the Amendment at 11:59 p.m. Eastern Time on October 24, 2024 (the “Effective Time”), and the Company’s common stock will open for trading on The Nasdaq Capital Market on October 25, 2024 on a post-split basis, under the existing ticker symbol “AMIX” but with a new CUSIP number 05330T205.”

Kezar Life Sciences, Inc.: Amended certificate of incorporation to effect a 1-for-10 reverse stock split (effective 2024-10-29).

“On October 28, 2024, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment of its Amended and Restated Certificate of Incorporation (the “Charter Amendment”) to effect the Reverse Stock Split. The Charter Amendment will become effective at 5:00 p.m. Eastern Time on October 29, 2024 (the “Effective Time”).”

Scilex Holding Co: Filed Certificate of Designation creating Series 1 Mandatory Exchangeable Preferred Stock (effective 2024-10-28).

“On October 28, 2024, in connection with the dividend described below, the board of directors (the “Board”) of Scilex Holding Company (the “Company”) filed a Certificate of Designation of Preferences, Rights and Limitations of Series 1 Mandatory Exchangeable Preferred Stock (the “Certificate of Designation”) with the Secretary of State of the State of Delaware, designating 5,000,000 shares of the Company’s authorized but unissued preferred stock, par value $0.0001 per share, as Series 1 Mandatory Exchangeable Preferred Stock.”

Septerna, Inc.: Amended and restated bylaws to eliminate stockholder ability to act by written consent and call special meetings, establish advance notice procedure for stockholder proposals, and conform to amended certificate (effective 2024-10-24).

“the amended and restated bylaws of the Company (the “Amended and Restated Bylaws”), previously approved by the Board and the Company’s stockholders, became effective as of the effectiveness of the Registration Statement on October 24, 2024. The Amended and Restated Bylaws amend and restate the Company’s bylaws in their entirety to, among other things: (i) eliminate the ability of the Company’s stockholders to take action by written consent in lieu of a meeting and call special meetings of stockholders; (ii) establish an advance notice procedure for stockholder proposals to be brought before an annual meeting of our stockholders, including proposed nominations of persons for election to our Board; and (iii) conform to the amended provisions of the Amended and Restated Certificate.”

Septerna, Inc.: Amended and restated certificate of incorporation to authorize 500,000,000 shares of common stock, eliminate references to existing series of preferred stock, and authorize 10,000,000 shares of undesignated preferred stock (effective 2024-10-28).

“The Amended and Restated Certificate amends and restates the Company’s existing amended and restated certificate of incorporation, as amended, in its entirety to, among other things: (i) authorize 500,000,000 shares of common stock; (ii) eliminate all references to the previously-existing series of preferred stock; and (iii) authorize 10,000,000 shares of undesignated preferred stock that may be issued from time to time by the Board in one or more series.”

Nascent Pharma Holdings, Inc.: Adopted a Code of Business Conduct and Ethics (effective 2024-10-24).

“On October 24, 2024, Nascent adopted a Code of Business Conduct and Ethics (the “ Code ”) that was approved by the Board of Directors on October 25, 2024”

Nascent Pharma Holdings, Inc.: Adopted new Bylaws substantially identical to prior Can B bylaws except for name change.

“adopted the Bylaws of Nascent (the “ Nascent Bylaws ”) that each contains provisions substantially identical to those of Can B immediately prior to the consummation of the Nascent Merger, except for the change of the name of the corporation”

Nascent Pharma Holdings, Inc.: Adopted new Articles of Incorporation substantially identical to prior Can B articles except for name change (effective 2024-09-13).

“The Nascent Articles of Incorporation were filed with the Florida Secretary of State on September 13, 2024.”

STANDEX INTERNATIONAL CORP/DE/: The By-Law Amendment provides the Board of Directors, in addition to the Shareholders, the authority to set the number of directors within a prescribed range (effective 2024-10-22).

“Effective October 22, 2024, the Shareholders of Standex International Corporation (the “Company”) approved an amendment to Article III, Section 1 of the Company’s Amended and Restated By-Laws (the “By-Law Amendment”). The By-Law Amendment provides the Board of Directors, in addition to the Shareholders, the authority to set the number of directors within a prescribed range. The Company’s Amended and Restated By-Laws, reflecting the By-Law Amendment, is attached as Exhibit 3.1.”

TruBridge, Inc.: Amended and restated bylaws to require proxy card color other than white, narrow definitions of stockholder associated persons, and clarify officer duties (effective 2024-10-25).

“On October 25, 2024, the Board of Directors (the “Board”) of TruBridge, Inc. (the “Company”) approved and adopted an amendment and restatement of the Amended and Restated Bylaws of the Company (as amended and restated, the “Bylaws”), effective on such date. The amendments effected by the Bylaws (i) require that any stockholder soliciting proxies from other stockholders use a proxy card color other than white, (ii) narrow the definitions of “stockholder associated person” and “nominating stockholder associated person,” and (iii) clarify the powers and duties of certain officers of the Company.”

ASHFORD HOSPITALITY TRUST INC: Reverse stock split effecting a 1-for-10 combination of common stock, effective October 25, 2024 (effective 2024-10-25).

“On October 17, 2024, the Company filed Articles of Amendment to the Company’s charter (the “Articles of Amendment”) with the State Department of Assessments and Taxation of Maryland to effect the Reverse Stock Split. Pursuant to the Articles of Amendment, effective as of 11:59 p.m. on October 25, 2024, each outstanding share of the Company’s common stock, par value $0.01 per share, will automatically combine into 1/10th of a share of common stock, par value $0.01 per share.”

Ingevity Corp: Amended and restated bylaws to revise procedural and disclosure requirements for stockholder nominations and proposals (effective 2024-10-22).

“On October 22, 2024, the Board of Directors of Ingevity Corporation (the “Company”) approved and adopted amended and restated bylaws of the Company (the “Fourth Amended and Restated Bylaws”), which further amend and restate the Company’s previously adopted bylaws.”

PetIQ, Inc.: Amended and restated the bylaws upon completion of the merger.

“Effective upon completion of the Merger, the bylaws of the Company, as in effect immediately prior to the Merger, were amended and restated to be in the form of the bylaws attached as Exhibit 3.2 hereto.”