Governance Changes

T3 Defense Inc.: Reverse stock split at a ratio of one-for-eight and increase in authorized shares from 40,000,000 to 150,000,000 (effective 2024-10-24).

“On October 11, 2024, the Company filed a Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation with the Delaware Secretary of State as corrected on October 16, 2024 to effect the Reverse Stock Split (the “Reverse Certificate of Amendment”), which will become effective 12:01 am eastern time on October 24, 2024.”

BOXABL Inc.: Filed Sixth Amended and Restated Articles of Incorporation with the Nevada Secretary of State (effective 2024-10-18).

“the Company has filed its Sixth Amended and Restated Articles of Incorporation (the “Sixth A&R Articles”) and related Certificate with the Nevada Secretary of State pursuant to Nevada Revised Statutes 78.390 and 78.403, with an effective date of October 18, 2024.”

RMG Acquisition Corp. III: Company filed Fifth Amended and Restated Memorandum and Articles of Association to extend business combination deadline from August 9, 2024 to November 9, 2024, with up to nine additional one-month extensions to August 9, 2025 (effective 2024-10-15).

“Effective October 15, 2024, to effectuate the Fourth Extension, the Company filed with the Cayman Islands Registrar of Companies the Fifth Amended and Restated Memorandum and Articles of Association of the Company (the “Fifth A&R Charter”).”

OMNICOM GROUP INC.: Board adopted amendments to the Company's amended and restated by-laws, effective October 17, 2024, including updates to shareholder meeting notice periods, universal proxy rules, disclosure requirements, special meeting mechanics, and proxy card color rules (effective 2024-10-17).

“On October 17, 2024, the Board of Directors (the “Board”) of Omnicom Group Inc. (the “Company”) adopted amendments to the Company’s amended and restated by-laws (as amended, the “Amended and Restated By-Laws”), which became effective the same day.”

MCGRATH RENTCORP: Amended and restated bylaws to decrease the fixed number of directors from seven to six (effective 2024-10-15).

“Effective as of October 15, 2024, the Board of Directors of McGrath RentCorp (the “Company”) approved the amendment and restatement of the Company’s bylaws (the “A&R Bylaws”). The sole modification is to amend Section 3.02 of the A&R Bylaws to decrease the fixed number of directors serving on the Board from seven to six.”

PROSPECT CAPITAL CORP: Reclassified 20,000,000 shares of Common Stock into Preferred Stock, decreasing authorized Common Stock from 1,352,100,000 to 1,332,100,000 shares (effective 2024-10-17).

“On October 17, 2024, in connection with the Offering, the Company filed Articles Supplementary (the “Articles Supplementary”) with the State Department of Assessments and Taxation of Maryland (“SDAT”), reclassifying and designating 20,000,000 shares of the Company’s authorized and unissued shares of Common Stock into shares of Preferred Stock.”

KBR, INC.: Amended and restated bylaws to revise proxy access and advance notice provisions for shareholder director nominations, with other clarifying changes (effective 2024-10-16).

“On October 16, 2024, the Board of Directors of KBR, Inc. (the “Company”) amended and restated the Company’s bylaws (the “Amended and Restated Bylaws”), effective immediately upon their adoption. These amendments principally provide for the following: to revise provisions on information required for shareholder proxy access for director nominations; to further revise and streamline the information required to be submitted in connection with advance notice requirements for stockholder director nominations consistent with the universal proxy rules adopted by the Securities and Exchange Commission and developing market practice; and to make other clarifying, conforming and ministerial changes.”

Squarespace, Inc.: Company was acquired via merger; certificate of incorporation and bylaws were amended and restated in connection with the merger.

“at the Effective Time, the certificate of incorporation of the Company, as in effect immediately prior to the Merger, was amended and restated to be in the form of the certificate of incorporation attached as Exhibit 3.1 to this Current Report on Form 8-K, which is incorporated herein by reference. In addition, at the Effective Time, 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 to this Current Report on Form 8-K, which are incorporated herein by reference.”

Kezar Life Sciences, Inc.: Board approved Certificate of Designations establishing Preferred Shares; filed with Delaware Secretary of State on October 17, 2024 (effective 2024-10-17).

“the Board approved the Certificate of Designations establishing the Preferred Shares and the rights, preferences and privileges thereof. The Certificate of Designations was filed with the Secretary of State of the State of Delaware on October 17, 2024.”

Petros Pharmaceuticals, Inc.: Filing of Certificate of Amendment related to Series A Preferred Stock.

“Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year The matters described in Item 1.01 of this Current Report on Form 8-K related to the Series A Preferred Stock and the filing of the Certificate of Amendment are incorporated herein by reference.”

Investcorp AI Acquisition Corp.: Amended the Amended and Restated Memorandum and Articles of Association to change the company's name from Investcorp India Acquisition Corp to Investcorp AI Acquisition Corp (effective 2024-10-15).

“On October 15, 2024 and following receipt of shareholder approval for the Name Change Proposal, the Company filed an amendment to the Amended and Restated Memorandum and Articles of Association”

Zoomcar Holdings, Inc.: Amendment to certificate of incorporation to effect a 1-for-100 reverse stock split (effective 2024-10-21).

“The Company intends to file with the Secretary of State of the State of Delaware a Certificate of Amendment to its Certificate of Incorporation (the “Certificate of Amendment”) on October 21, 2024 to effect the Reverse Stock Split.”

SUNation Energy, Inc.: Amended articles of incorporation to effect a one-for-fifty reverse stock split (effective 2024-10-17).

“Effective October 17, 2024, the Company amended its Fourth Amended and Restated Articles of Incorporation (“Articles of Amendment”) to implement a one-for-fifty reverse stock split.”

Birchtech Corp.: Changed corporate name from Midwest Energy Emissions Corp. to Birchtech Corp (effective 2024-10-17).

“Effective on October 17, 2024, Midwest Energy Emissions Corp. (the “Company”) changed its corporate name to “Birchtech Corp.” pursuant to a Certificate of Amendment to its Certificate of Incorporation filed with the State of Delaware (the “Corporate Name Change”).”

Dolphin Entertainment, Inc.: Reverse stock split at 1-for-2 ratio, effective October 16, 2024, approved via Articles of Amendment to the Amended and Restated Articles of Incorporation (effective 2024-10-16).

“The Articles of Amendment became effective at 12:01 a.m. on October 16, 2024.”

SemiLEDs Corp: Amended the Amended and Restated Certificate of Incorporation to increase authorized shares from 7,500,000 to 15,000,000 and to add an officer exculpation provision (effective 2024-10-11).

“On October 11, 2024, SemiLEDs Corporation (the “Company”) amended its Amended and Restated Certificate of Incorporation, as amended, to increase the number of authorized share of common stock from 7,500,000 to 15,000,000, and to include an officer exculpation provision.”

Aquestive Therapeutics, Inc.: Amended Article I, Section 11 of the Bylaws to shorten the look-back period for required information concerning stockholder nominations from three years to two years, and made technical and modernizing changes (e.g., replacing 'chairman' with 'chair') (effective 2024-10-16).

“On October 16, 2024, the Board of Directors (the “Board”) of Aquestive Therapeutics, Inc. (the “Company”), in connection with its periodic review of corporate governance matters, approved amendments, effective immediately, to the Company’s Amended and Restated Bylaws, as amended (the “Bylaws”). The Bylaws supersede the previously existing Amended and Restated Bylaws of the Company (the "Prior Bylaws"). Specifically, Article I, Section 11 of the Prior Bylaws, which sets forth requirements for stockholder nominations of candidates for election to the Board, has been amended to shorten the look-back period for required information concerning agreements, arrangements and understandings relating to stockholder nominations from three years to two years.”

SILVERTON ENERGY, INC.: Company ceased being a shell company; OTC Markets removed shell company status from SLTN Pink Sheet Stock listing effective April 10, 2024 (effective 2024-04-10).

“As a result of the Shell Company Opinion Letter, on April 10, 2024 and continuing to the date of this Form 8K filing by the Company, the OTC Markets Pink Market has removed the “shell company” status from the Company’s SLTN Pink Sheet Stock listing.”

Purple Innovation, Inc.: Amended certificate of incorporation to restrict transfers of common stock to protect net operating loss carryforwards (effective 2024-10-15).

“On October 15, 2024, the Company filed a Certificate of Amendment to its Second Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware (the “Certificate of Amendment”) after, on October 15, 2024, the Company’s stockholders approved an amendment to the Company’s Certificate of Incorporation (an “NOL Charter Amendment”) at the Company’s Special Meeting of Stockholders.”

Sadot Group Inc.: Reverse stock split at a ratio of one-for-ten and reduction of authorized shares from 200 million to 20 million (effective 2024-10-18).

“On October 9, 2024, the Company filed a Certificate of Change Pursuant to NRS 78.209 with the Nevada Secretary of State to effect the Reverse Stock Split, which will become effective 12:01 am eastern on October 18, 2024.”

VIVIC CORP.: Changed fiscal year end to June 30, effective June 30, 2024 (effective 2024-06-30).

“On October 9, 2024, the Board of Directors of the Company adopted a resolution changing the fiscal year end of the Company to June 30, effective June 30, 2024.”

Bluejay Diagnostics, Inc.: Reduced quorum requirement for stockholder meetings from a majority to one-third of shares entitled to vote (effective 2024-10-16).

“On October 16, 2024, the Board of Directors (the “Board”) of Bluejay Diagnostics, Inc. (the “Company”) approved Amendment No. 1 to the Amended and Restated Bylaws of the Company for the purpose of reducing the threshold required to establish a quorum for its meetings of stockholders from a majority of shares entitled to vote at such meetings to one-third of the shares entitled to vote at such meetings.”

Chrome Holding Co.: Approved a reverse stock split at a ratio of one-for-20 and filed a Certificate of Amendment to the Certificate of Incorporation to effect the split, effective October 16, 2024 (effective 2024-10-16).

“On October 11, 2024, the Company filed the Certificate of Amendment to its Certificate of Incorporation (the “Certificate of Amendment”), with the Secretary of State of the State of Delaware to effect the Reverse Stock Split at the ratio of one-for-20, which became effective as of 12:01 a.m., EST on October 16, 2024.”

Vocodia Holdings Corp: Board amended Article III, Section 3.02 of Bylaws to decrease minimum number of directors from five to two (effective 2024-10-15).

“On October 15, 2024, the Board amended Article III, Section 3.02 of the Company’s Bylaws to decrease the minimum number of directors that can serve on the Board from five (5) to two (2), effective immediately (the “ Amendment ”).”

Gen Digital Inc.: Amended and restated Bylaws to clarify and enhance procedural mechanics, informational, and written representation requirements for stockholder nominations and proposals, and make other ministerial changes (effective 2024-10-08).

“On October 8, 2024, the Board of Directors (the “Board”) of Gen Digital Inc. (the “Company”), acting upon the recommendation of the Nominating and Governance Committee of the Board, amended and restated the Company’s Bylaws (the “Amended Bylaws”), effective as of that date.”

INVO Fertility, Inc.: Company changed its corporate name to NAYA Biosciences, Inc. via an Amendment to Articles of Incorporation (effective 2024-10-15).

“On October 15, 2024, the Company changed its corporate name to NAYA Biosciences, Inc., pursuant to an Amendment to Articles of Incorporation filed with the Nevada Secretary of State on October 15, 2024 (the “ Name Change ”).”

EnLink Midstream, LLC: Amended and restated limited liability company agreement of the Manager to replace references to Seller I with references to ONEOK (effective 2024-10-15).

“On October 15, 2024, in connection with the Closing, ONEOK entered into the Third Amended and Restated Limited Liability Company Agreement of the Manager (the “Amended and Restated Manager Agreement”) to, among other things, replace references to Seller I with references to ONEOK.”

Penguin Solutions, Inc.: Company changed name from SMART Global Holdings, Inc. to Penguin Solutions, Inc. and filed Third Amended and Restated Memorandum and Articles of Association effective October 15, 2024 (effective 2024-10-15).

“As previously announced, effective October 15, 2024, the Company changed its name from SMART Global Holdings, Inc. to Penguin Solutions, Inc. pursuant to the Company’s Third Amended and Restated Memorandum and Articles of Association (the “Articles of Association”) filed with the Cayman Islands Registrar of Companies on October 15, 2024 (the “Name Change”).”

Camp4 Therapeutics Corp: Adopted amended and restated bylaws to establish procedures for stockholder proposals and director nominations, modify indemnification provisions, and conform to the amended charter (effective 2024-10-15).

“On October 15, 2024, in connection with the consummation of the IPO, the amended and restated bylaws of the Company (the “Amended and Restated Bylaws”), previously approved by the Company’s board of directors and stockholders, became effective.”

Camp4 Therapeutics Corp: Filed fifth amended and restated certificate of incorporation to increase authorized common stock, eliminate references to existing preferred, authorize undesignated preferred stock, and eliminate stockholder action by written consent (effective 2024-10-15).

“On October 15, 2024, in connection with the consummation of the initial public offering (the “IPO”) of shares of common stock, par value $0.0001 per share (“Common Stock”), of CAMP4 Therapeutics Corporation (the “Company”), the Company filed a fifth amended and restated certificate of incorporation (the “Restated Certificate”) with the Secretary of State of the State of Delaware, which became effective upon filing.”

RF Acquisition Corp.: Amended certificate of incorporation to extend deadline to consummate a business combination to March 28, 2025 through six monthly extensions with deposit of $0.03 per unredeemed Class A share into trust (effective 2024-09-23).

“On September 23, 2024, the Company filed a certificate of amendment to its Existing Charter with the Secretary of State of the State of Delaware to reflect the Extension Amendment Proposal (the “ Charter Amendment ”).”

Ceribell, Inc.: Amended and restated bylaws to include provisions for advance notice of nominations, board authority to alter bylaws, elimination of stockholder special meetings and written consent, and other corporate governance matters (effective 2024-10-15).

“On October 15, 2024, CeriBell, Inc.’s (the “Company”) amended and restated certificate of incorporation (the “Certificate of Incorporation”), filed with the Secretary of State of the State of Delaware on October 11, 2024, and its amended and restated bylaws (the “Bylaws”) became effective in connection with the closing of the initial public offering of shares of the Company’s common stock.”

Ceribell, Inc.: Amended and restated certificate of incorporation to include provisions for authorized common stock, undesignated preferred stock, classified board, exclusive forum, and supermajority vote requirements (effective 2024-10-15).

“On October 15, 2024, CeriBell, Inc.’s (the “Company”) amended and restated certificate of incorporation (the “Certificate of Incorporation”), filed with the Secretary of State of the State of Delaware on October 11, 2024, and its amended and restated bylaws (the “Bylaws”) became effective in connection with the closing of the initial public offering of shares of the Company’s common stock.”

KinderCare Learning Companies, Inc.: Amended and Restated Bylaws became effective (effective 2024-10-08).

“On October 8, 2024, the Company’s Third Amended and Restated Certificate of Incorporation (the “ Certificate of Incorporation ”), in the form previously filed as Exhibit 3.1 to the Registration Statement, and the Company’s Amended and Restated Bylaws (the “ Bylaws ”), in the form previously filed as Exhibit 3.2 to the Registration Statement, became effective.”

KinderCare Learning Companies, Inc.: Third Amended and Restated Certificate of Incorporation became effective, authorizing 750M shares of Common Stock and 25M shares of preferred stock (effective 2024-10-08).

“On October 8, 2024, the Company’s Third Amended and Restated Certificate of Incorporation (the “ Certificate of Incorporation ”), in the form previously filed as Exhibit 3.1 to the Registration Statement, and the Company’s Amended and Restated Bylaws (the “ Bylaws ”), in the form previously filed as Exhibit 3.2 to the Registration Statement, became effective.”

Cohen Circle Acquisition Corp. I: Filed second amended and restated memorandum and articles of association in connection with IPO (effective 2024-10-10).

“On October 10, 2024, in connection with the IPO, the Company filed its second amended and restated memorandum and articles of association (the “Amended and Restated Memorandum”) with the Cayman Islands General Registry.”

Transit Pro Tech Inc.: Effected a 20-for-1 stock split and increased authorized capital stock to 101,000,000 shares via a Certificate of Amendment to the Articles of Incorporation (effective 2024-10-10).

“We filed a Certificate of Amendment with the Office of the Secretary of State of Delaware to effectuate the Stock Split which became effective upon the date of filing of the Certificate of Amendment, October 10, 2024.”

Rising Dragon Acquisition Corp.: Adopted Amended and Restated Memorandum and Articles of Association in connection with the IPO (effective 2024-10-10).

“On October 10, 2024, and in connection with the IPO, the Company adopted its Amended and Restated Memorandum and Articles of Association. The Amended and Restated Memorandum and Articles of Association is filed herewith as Exhibit 3.1 and is incorporated by reference herein.”

Upstream Bio, Inc.: Second amended and restated bylaws became effective, eliminating stockholder ability to act by written consent, establishing advance notice procedure for stockholder proposals, and conforming to amended certificate (effective 2024-10-10).

“In addition, as previously disclosed in the Registration Statement, the second 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 10, 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.”

Upstream Bio, Inc.: Third amended and restated certificate of incorporation filed to increase authorized common stock to 500 million shares, eliminate references to previous series of preferred stock, and authorize 10 million shares of undesignated preferred stock (effective 2024-10-15).

“As previously disclosed in the Registration Statement on Form S-1, as amended (File No. 333-282197) (the “Registration Statement”), of Upstream Bio, Inc. (the “Company”), and in connection with the completion of the initial public offering of the Company’s common stock (the “IPO”), on October 15, 2024, the Company filed its third amended and restated certificate of incorporation (the “Amended and Restated Certificate”) with the Secretary of State of the State of Delaware. The Company’s board of directors (the “Board”) and the Company’s stockholders previously approved the Amended and Restated Certificate to be filed in connection with, and to be effective immediately prior to, the completion of the IPO. The Amended and Restated Certificate amends and restates the Company’s existing second 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”

PROGRESSIVE CORP/OH/: Reduced the size of the Board of Directors from 12 to 11 members (effective 2024-10-11).

“Effective October 11, 2024, The Board of Directors (the “Board”) of the Company approved an amendment to the Company’s Code of Regulations reducing the size of the Board from 12 to 11 members.”

AgEagle Aerial Systems Inc.: Reverse stock split at a ratio of 1:50, effectuated by filing a Certificate of Change with the Secretary of State of Nevada (effective 2024-10-14).

“The Company filed a Certificate of Change (the “Certificate of Change”) with the Secretary of State of the State of Nevada to effectuate the Reverse Stock Split.”

FLAGSTAR BANK, NATIONAL ASSOCIATION: Amended certificate of incorporation to change company name to Flagstar Financial, Inc (effective 2024-10-25).

“On October 8, 2024, the Board of Directors (the “Board”) of New York Community Bancorp, Inc. (the “Company”) approved and adopted an amendment to the Company’s Amended and Restated Certificate of Incorporation changing the Company’s name to Flagstar Financial, Inc. (the “Name Change”). Pursuant to Delaware law, a stockholder vote was not necessary to effect the Name Change and the Name Change does not affect the rights of the Company’s stockholders. The Company has filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware (the “Certificate of Amendment”) to effect the Name Change. Pursuant to the Certificate of Amendment, the Name Change will become effective on October 25, 2024 in accordance with Section 242 of the Delaware General Corporation Law.”

LOGITECH INTERNATIONAL S.A.: Amended Articles of Incorporation to reduce share capital from CHF 43,276,655 to CHF 42,248,535.50 and corresponding reduction of registered shares to 168,994,142 shares with CHF 0.25 nominal value; also amended Article 27 regarding capital band (effective 2024-10-09).

“Logitech International S.A. (the “Company”) amended Article 3 of its Articles of Incorporation to reflect a reduction in the share capital of the Company from CHF 43,276,655 to CHF 42,248,535.50, and a corresponding reduction of the registered shares reflecting a new total of 168,994,142 registered shares with a nominal value of CHF 0.25 each.”

Tracon Pharmaceuticals, Inc.: Amended Article III, Section 8 of the bylaws to allow holders of a majority of voting power (rather than a majority of outstanding shares) to constitute a quorum (effective 2024-10-11).

“On October 11, 2024, the Board approved the amendment of Article III, Section 8 of the Company’s bylaws to enable the holders of a majority of the voting power of, rather than the majority of, the outstanding shares of stock of the Company entitled to vote at a meeting of stockholders to constitute a quorum for the transaction of business.”

Tracon Pharmaceuticals, Inc.: Filed Certificate of Designation of Series A Preferred Stock to establish a super-voting share with specific rights and preferences (effective 2024-10-11).

“On October 11, 2024, the Company filed a Certificate of Designation of Series A Preferred Stock (the “Certificate of Designation”) with the Secretary of State of the State of Delaware with respect to the Super-Voting Share.”

Vera Bradley, Inc.: Filed Articles of Amendment to the Amended and Restated Articles of Incorporation in connection with adoption of Rights Agreement (Preferred Stock) (effective 2024-10-11).

“In connection with the adoption of the Rights Agreement, the Company has filed Articles of Amendment to the Amended and Restated Articles of Incorporation of the Company (the “Articles of Amendment”). The Articles of Amendment were filed with the Secretary of State of Indiana on October 11, 2024.”

CHUY'S HOLDINGS, INC.: Bylaws amended and restated.

“As of the Effective Time, the Bylaws of the Company that were in effect immediately before the Effective Time were amended and restated to be in the form attached hereto as Exhibit 3.2 and are incorporated by reference into this Item 5.03.”

CHUY'S HOLDINGS, INC.: Certificate of Incorporation amended and restated.

“As of the Effective Time, the Certificate of Incorporation of the Company that was in effect immediately before the Effective Time was amended and restated to be in the form attached hereto as Exhibit 3.1 and is incorporated by reference into this Item 5.03.”

NV5 Global, Inc.: Effected a 4-for-1 forward stock split of common stock and proportionate increase in authorized shares via amendment to Certificate of Incorporation (effective 2024-10-09).

“On September 25, 2024, NV5 Global, Inc. (the “Company”) issued a press release announcing that the Company’s Board of Directors has authorized a 4-for-1 forward split (the “Stock Split”) of its common stock, par value $0.01 per share (the “Common Stock”), to be effected through an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Amendment”). The Amendment also effected a proportionate increase in the number of shares of authorized Common Stock and became effective at 4:30 p.m. Eastern Time on October 9, 2024.”