Governance Changes

VOLITIONRX LTD: Amended Bylaws to reduce stockholder meeting quorum from majority to 33 1/3% of voting power (effective 2024-04-24).

“On April 24, 2024, the Board adopted resolutions to amend the Company’s Bylaws to provide that the holders of 33 1/3% of the voting power of the stock issued and outstanding and entitled to vote, present in person or represented by proxy, will constitute a quorum at all meetings of the stockholders for the transaction of business”

Avery Dennison Corp: Amended and restated bylaws to specify procedures for stockholder-requested special meetings and include modernizing/clarifying changes (effective 2024-04-25).

“on April 25, 2024, the Company’s Board of Directors (the “Board”) amended and restated the Company’s bylaws (as so amended and restated, the “Amended and Restated Bylaws”), effective as of that date subject to the filing and effectiveness of the Charter Amendment, to specify the procedures for stockholder-requested special meetings.”

Avery Dennison Corp: Certificate of Amendment approved to allow stockholders holding at least 25% of outstanding common stock to request special meetings (effective 2024-04-25).

“stockholders approved a Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Charter Amendment”) to provide that stockholders holding at least 25% of the Company’s outstanding common stock have the right to request that the Company call special meetings of stockholders.”

AMERIPRISE FINANCIAL INC: Approved and filed amendment to the Amended and Restated Certificate of Incorporation to permit exculpation of corporate officers, as permitted by Delaware law (effective 2024-04-25).

“the Company’s shareholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended (the “Charter”) to permit exculpation of the Company’s corporate officers, subject to limitations, as permitted by a recent amendment to the Delaware General Corporation law (the “Charter Amendment”). The Board of Directors of the Company previously approved the Charter Amendment, subject to shareholder approval at the 2024 annual meeting. On April 25, 2024, the Company filed the Charter Amendment with the Delaware Secretary of State, which became effective upon filing.”

KIRBY CORP: Amended bylaws to allow separation of CEO role from Chairman and President, and clarify CEO role (effective 2024-04-26).

“On April 26, 2024, the Board of Directors (the “Board”) of Kirby Corporation (the “Company”) amended the bylaws of the Company (as amended or modified from time to time, the “Bylaws”), which became effective on that date, in order to, among other things, provide that the role of Chief Executive Officer may be a separate office from the Chairman of the Board or the President and to clarify the role of the Chief Executive Officer, if a separate office.”

TortoiseEcofin Acquisition Corp. III: Extended the date to consummate an initial business combination from April 22, 2024 on a monthly basis up to six times until October 22, 2024 (effective 2024-04-19).

“Shareholders holding 1,744,889 of the Company’s public shares exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s trust account. The Company filed the Charter Amendment with the Cayman Islands Registrar of Companies on April 19, 2024.”

Hanover Bancorp, Inc. /MD: Increased authorized shares of Series A Convertible Perpetual Preferred Stock from 150,000 to 450,000 (effective 2024-04-25).

“the Company agreed to: (i) file with the Secretary of State of the State of New York a Certificate of Amendment to the Company’s Certificate of Incorporation (the “Amendment”) increasing the number of authorized shares of the Company’s Series A Convertible Perpetual Preferred Stock (“Series A Preferred Stock”) from 150,000, par value $0.01 per share, to 450,000, par value $0.01 per share”

Utz Brands, Inc.: 批准公司章程修正案，允许高管在某些违反信托义务的情况下获得豁免 (effective 2024-04-25).

“On April 25, 2024, as described below, upon recommendation of the Board of Directors (“Board”) of Utz Brands, Inc. (the “Company”), the Company’s stockholders approved an amendment to the Company’s Certificate of Incorporation to permit officer exculpation for certain breaches of fiduciary duties pursuant to the General Corporation Law of the State of Delaware (the “DGCL”), as further described in “Proposal No.3 Amendment to Company’s Certificate of Incorporation to Permit Officer Exculpation For Certain Breaches of Fiduciary Duties Pursuant to DGCL” on pages 63-64 of the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on March 14, 2024 (the “Proxy Statement”) and previously approved by the Board of the Company. As a result, the Company filed a Certificate of Amendment to the Company’s Certificate of Incorporation (“Certificate of Amendment”) with the Secretary of State of the State of Delaware on April 25, 2024, which became”

AVENUE THERAPEUTICS, INC.: Filed Certificate of Amendment to effect a 1-for-75 reverse stock split of common stock (effective 2024-04-26).

“On April 25, 2024, Avenue Therapeutics, Inc. (the “ Company ”) filed a Certificate of Amendment to its Third Amended and Restated Certificate of Incorporation (the “ Amendment ”) with the Secretary of State of the State of Delaware to effect a 1-for-75 reverse stock split”

Sabre Corp: Stockholders approved an amendment to the Certificate of Incorporation to eliminate monetary liability of certain officers in limited circumstances as permitted by Delaware law (effective 2024-04-24).

“Article VII, Section 1 of the Certificate of Incorporation has been amended to provide for the elimination of monetary liability of certain officers of Sabre in certain limited circumstances, as permitted by Delaware law.”

Tianci International, Inc.: Filed Certificate of Designation for 80,000 shares of Series B Preferred Stock with conversion and voting rights (effective 2024-04-24).

“On April 24, 2024 the Registrant filed with the Nevada Secretary of State a Certificate of Designation of 80,000 shares of Series B Preferred Stock.”

Marathon Petroleum Corp: Amendment to provide for officer exculpation limiting personal liability for breaches of fiduciary duty of care, as permitted by DGCL (effective 2024-04-24).

“the amendment limits the personal liability of certain officers for monetary damages associated with breaches of the fiduciary duty of care (but not the fiduciary duty of loyalty) in limited circumstances.”

SELECT MEDICAL HOLDINGS CORP: Amended certificate of incorporation to permit officer exculpation under Delaware law (effective 2024-04-26).

“The amendment of Charter became effective upon the filing of a certificate of amendment with the Delaware Secretary of State on April 26, 2024.”

PLUG POWER INC: Reduced quorum requirement for stockholder meetings from a majority to one-third of voting power (effective 2024-04-24).

“approved and adopted the Company’s Seventh Amended and Restated Bylaws (the “Seventh Amended and Restated Bylaws”), which became effective immediately, solely to reduce the quorum required to hold meetings of the Company’s stockholders.”

CHARTER COMMUNICATIONS, INC. /MO/: Amendment to Amended and Restated Certificate of Incorporation regarding officer exculpation, approved by stockholders and effective upon filing with the Delaware Secretary of State on April 23, 2024 (effective 2024-04-23).

“At the Annual Meeting, as further described in Item 5.07 below, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation regarding officer exculpation, which became effective upon the Company’s filing of the Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation with the Secretary of State of Delaware on April 23, 2024.”

NOVAVAX INC: Reduced quorum requirement for stockholder meetings from a majority to one-third (33 1/3%) of shares entitled to vote (effective 2024-04-22).

“Effective April 22, 2024, the Board of Directors of Novavax, Inc. (the “Company”) adopted the Amended and Restated By-Laws of Novavax, Inc. (the “Amended and Restated By-Laws”), which reduced the quorum required for the transaction of business at stockholder meetings from the holders of a majority of the shares of the Company’s common stock, par value $0.01 per share (“Common Stock”), issued and outstanding and entitled to vote at a meeting to holders of one-third (33 1/3%) of the shares of Common Stock issued and outstanding and entitled to vote at such meeting (the “Quorum Requirement”).”

MANGOCEUTICALS, INC.: Filed a Certificate of Designations establishing the 6% Series C Convertible Cumulative Preferred Stock, designating 6,250,000 shares with specific dividend, liquidation, conversion, voting, protective, and redemption terms (effective 2024-04-19).

“On April 19, 2024, the Company submitted for filing to the Secretary of State of Texas, a Certificate of Designations of Mangoceuticals, Inc. Establishing the Designations, Preferences, Limitations and Relative Rights of Its 6% Series C Convertible Cumulative Preferred Stock (the “ Series C Designation ”), which was filed with the Secretary of State of Texas on April 23, 2024, effective as of April 19, 2024.”

ZyVersa Therapeutics, Inc.: Filed a certificate of amendment to effect a 1-for-10 reverse stock split of common stock (effective 2024-04-25).

“On April 25, 2024, ZyVersa Therapeutics, Inc. (the "Company") filed a certificate of amendment to the Company’s Second Amended and Restated Certificate of Incorporation (the “Amendment”) with the Secretary of State of the State of Delaware relating to a 1-for-10 reverse stock split (the “Reverse Stock Split”) of the outstanding shares of the Company’s common stock (“Common Stock”). The Reverse Stock Split became effective on April 25, 2024 at 4:01 p.m., and the Common Stock is expected to begin trading on The Nasdaq Capital Market on a Reverse Stock Split-adjusted basis on April 26, 2024 at market open.”

Reynolds Consumer Products Inc.: Amendment to Amended and Restated Certificate of Incorporation to allow for exculpation of officers from liability in specific circumstances (effective 2024-04-24).

“On April 24, 2024, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation that sets forth the Exculpation Amendment (the “Certificate of Amendment”).”

ISUN, INC.: Filing of Fifth Amended and Restated Certificate of Incorporation to rescind reverse stock split (effective 2024-04-25).

“iSun, Inc. (the “Company”) filed the Company’s Fifth Amended and Restated Certificate of Incorporation with the Delaware Department of State, Division of Corporations on April 25, 2024 (the “Amended Charter”) and the Amended Charter became effective on that date.”

Criteo S.A.: Amended and restated the By-laws to reflect a decrease in share capital and number of shares, with a par value of €0.025 each, effective immediately as of April 25, 2024 (effective 2024-04-25).

“On April 25, 2024, the Board of Directors of the Company amended and restated the By-laws ( statuts ) of the Company, effective immediately. Article 6 of the By-laws has been amended to provide that, as of April 25, 2024, the Company has a share capital of €1,475,775.025, divided into 59,031,001 shares with a par value of €0.025 each, decreased from €1,529,141.575, divided into 61,165,663 shares with a par value of €0.025 each.”

Voip-pal.com Inc: Increased authorized common stock from 5 billion to 8 billion shares (effective 2024-04-23).

“On April 23, 2024, the Company formally completed the Authorized Capital Increase by filing a Certificate of Amendment with the Nevada Secretary of State”

TurnOnGreen, Inc.: Amendment to certificate of designation for Series A Preferred Stock to set a Voting Floor Price and a Floor Price for conversion (effective 2024-04-22).

“On April 22, 2024, TurnOnGreen, Inc., a Nevada corporation (the “ Company ”) amended its articles of incorporation by the filing with the Secretary of State of the State of Nevada an amendment (the “ Series A COD Amendment ”) to the certificate of designation for the Company’s Series A convertible redeemable preferred stock, par value $0.001 per share (the “ Series A Preferred Stock ”).”

TELEDYNE TECHNOLOGIES INC: The Board amended and restated the bylaws to implement the same phased-in declassification and annual election of directors as approved in the charter amendment (effective 2024-04-24).

“As a result of the approval of the amendments to Teledyne's Restated Certificate described above, actions by the Board to amend and restate Teledyne's bylaws also became effective.”

TELEDYNE TECHNOLOGIES INC: Stockholders approved amendments to the Restated Certificate of Incorporation to declassify the Board of Directors and provide for annual election of directors, and to add officer exculpation provisions (effective 2024-04-24).

“At the 2024 Annual Meeting of Stockholders of Teledyne Technologies Incorporated ("Teledyne"), the stockholders of Teledyne approved amendments to Teledyne’s Restated Certificate of Incorporation (the "Restated Certificate") to (1) provide for the phased-in declassification of the Board of Directors and the annual election of directors and (2) provide for officer exculpation (the "Amendments").”

Panbela Therapeutics, Inc.: On April 23, 2024, Panbela Therapeutics filed a Certificate of Designation creating a new series of Preferred Stock with 90,000,000 votes per share, voting exclusively on a reverse stock split proposal in proportion to common stock votes (effective 2024-04-23).

“On April 23, 2024, the Company filed a certificate of designation (the “Certificate of Designation”) with the Secretary of State of Delaware, effective as of the time of filing, designating the rights, preferences, privileges and restrictions of the share of Preferred Stock.”

KB HOME: Amended and Restated By-Laws revising Section 2.10 to narrow the range of information required regarding certain related parties when providing advance notice of stockholder-nominated director candidates, and revising Section 3.14 to clarify that Director Emeritus appointments are subject to the con (effective 2024-04-18).

“On April 18, 2024, the board of directors approved Amended and Restated By-Laws of KB Home, effective immediately, revising provisions in Section 2.10 to narrow the range of information required as to certain related parties and certain other persons in connection with providing advance notice of stockholder-nominated director candidates, and in Section 3.14 to clarify, consistent with a legal ruling invalidating prior language that did not expressly state, that Director Emeritus appointments are subject to the consent of the director being appointed.”

BioAtla, Inc.: Amended advance notice provisions for stockholder nominations and proposals, removing certain disclosure and interview requirements, clarifying cure periods and disclosure of financial supporters, and modifying definitions (effective 2024-04-22).

“On April 22, 2024, the board of directors (the “Board”) of BioAtla, Inc. (the “Company”) approved and adopted an amendment and restatement of the Company’s Amended and Restated Bylaws (the “Bylaws”), which became immediately effective, and include, among other things, the following changes in Article I, Section 2 relating to advance notice requirements applicable to stockholder-submitted nominations and other business proposals (the “Advance Notice Bylaw”): • remove the requirement for a Proposing Person (as defined in the Advance Notice Bylaw) to disclose any knowledge that another person or entity is Acting in Concert (as defined in the Advance Notice Bylaw) in describing the material terms of any agreement, arrangement or understanding entered into for the purpose of acquiring, holding, disposing or voting shares of the Company’s stock; • clarify that a stockholder’s notice required by the Advance Notice Bylaw must disclose the names, addresses and Company stock ownership of record”

Equitrans Midstream Corp: Approved amendment to bylaws to add officer exculpation provision under Pennsylvania law (effective 2024-04-23).

“the Company’s shareholders approved an amendment to the Company’s Fifth Amended and Restated Bylaws to provide for exculpation of the Company’s officers pursuant to Section 1735 of the Pennsylvania Business Corporation Law”

Cidara Therapeutics, Inc.: Filed Certificate of Designation for Series A Preferred Stock.

“on the Closing Date, the Company filed the Certificate of Designation with the Secretary of State of the State of Delaware designating 240,000 shares of its authorized and unissued preferred stock as Series A Preferred Stock”

ISUN, INC.: Fourth Amended and Restated Certificate of Incorporation filed to effect a 1-for-20 reverse stock split (effective 2024-04-24).

“we filed the Company’s Fourth Amended and Restated Certificate of Incorporation with the Delaware Department of State, Division of Corporations on April 24, 2024 (the “Amended Charter”) and the Amended Charter became effective on that date.”

Charging Robotics Inc.: The Company amended and restated its certificate of incorporation to change its name to Charging Robotics Inc. and effect a 1-for-150 reverse stock split, which became effective on April 24, 2024 (effective 2024-04-24).

“On April 23, 2024, the Company received notice from FINRA that the Name Change and the Reverse Stock Split has been announced on FINRA’s daily list and will take effect at market open on April 24, 2024 (the “Market Effective Date”).”

Kingfish Holding Corp: Company ceased to be a shell company after Merger closing.

“Prior to the Closing, the Company was deemed a “shell company,” as defined in Rule 450 of the Securities Act and Rule 12b-2 of the Exchange Act, because of the lack of operations prior to the completion of the Merger. Immediately following the Merger, the business of Renovo became the business of the Company and therefore the Company no longer qualifies as a shell company.”

Kingfish Holding Corp: Filed Certificate Amendment to implement reverse stock split and add officer exculpation provisions under DGCL (effective 2024-04-18).

“On April 18, 2024, Kingfish filed the Certificate Amendment, which implemented the Reverse Stock Split and provided certain exculpation provisions in accordance with recent changes to the DGCL for the Company’s officers.”

Astrana Health, Inc.: Eliminated all matters related to Series A and Series B Convertible Preferred Stock from the Certificate of Incorporation via a Certificate of Elimination, returning these shares to authorized but unissued preferred stock without designation (effective 2024-04-24).

“On April 24, 2024, Astrana Health, Inc. (the “Company”) filed a Certificate of Elimination (the “Certificate of Elimination”) to its Restated Certificate of Incorporation (as amended, the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware, eliminating from the Certificate of Incorporation all matters set forth in the Amended and Restated Certificate of Designation with respect to the Company’s Series A Convertible Preferred Stock (the “Series A Preferred Stock”) and Series B Convertible Preferred Stock (the “Series B Preferred Stock”) and returning each of the Series A Preferred Stock and Series B Preferred Stock to the status of authorized and unissued shares of preferred stock of the Company, without designation as to series.”

GOLDMAN SACHS GROUP INC: Filed Certificate of Designations establishing terms of Series X Preferred Stock, amending the Restated Certificate of Incorporation (effective 2024-04-18).

“On April 18, 2024, the Registrant filed a Certificate of Designations to its Restated Certificate of Incorporation with the Secretary of State of the State of Delaware setting forth the terms of its 7.50% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series X, liquidation preference $25,000 per share (the “Series X Preferred Stock”).”

PPG INDUSTRIES INC: Amended Articles of Incorporation to add shareholder right to call special meeting (25% threshold) and provide officer exculpation, effective April 19, 2024 (effective 2024-04-19).

“As a result of the shareholders’ approval of the Special Meeting Proposal and the Officer Exculpation Proposal, effective April 19, 2024, the Company amended its Articles of Incorporation as follows: • Article Fifth, Section 5.5 was amended to provide that a special meeting of shareholders may be called by shareholders entitled to cast 25% or more of the votes that all shareholders would be entitled to cast at the meeting; and • Article Ninth was added to the Articles of Incorporation to provide that to the fullest extent of the laws of the Commonwealth of Pennsylvania, as in effect on January 4, 2023, or as thereafter amended, permit the elimination or limitation of the liability of officers”

BNB PLUS CORP.: Certificate of Amendment to effectuate a 1-for-20 reverse stock split and update CUSIP number (effective 2024-04-25).

“The Board determined to set the reverse stock split ratio at one-for-twenty (1:20) (the “Reverse Stock Split”) and approved the final form of the Certificate of Amendment to the Certificate of Incorporation to effectuate the Reverse Stock Split (the “Certificate of Amendment”).”

L3HARRIS TECHNOLOGIES, INC. /DE/: Amended Restated Certificate of Incorporation to limit liability of officers (effective 2024-04-19).

“On April 19, 2024, L3Harris Technologies, Inc. (the “Company”) amended its Restated Certificate of Incorporation by filing a Certificate of Amendment with the Secretary of State of the State of Delaware. The Certificate of Amendment reflected an amendment to limit liability of officers as permitted by law, as approved by the holders of more than a majority of the Company’s shares outstanding and entitled to vote at the 2024 Annual Meeting of Shareholders (the “2024 Annual Meeting”) and as described in Item 5.07 below.”

Unusual Machines, Inc.: Company filed a Certificate of Designation for Series B Convertible Preferred Stock with Nevada Secretary of State (effective 2024-04-19).

“On April 19, 2024, the Company filed a Certificate of Designation of the Series B Convertible Preferred Stock (the “Certificate of Designation”) with the Nevada Secretary of State”

Unusual Machines, Inc.: Company changed its state of incorporation from Puerto Rico to Nevada, adopting new Articles of Incorporation and Bylaws (effective 2024-04-22).

“effective April 22, 2024, the Company changed its state of incorporation from Puerto Rico to Nevada pursuant to the Reincorporation.”

Blue Owl Real Estate Net Lease Trust: Entered into Fourth Amended and Restated Limited Partnership Agreement to establish Class N and Class N-1 OP Units (effective 2024-04-19).

“On April 19, 2024, the Company, on behalf of itself as a general partner and on behalf of the limited partners thereto, entered into the Fourth Amended and Restated Limited Partnership Agreement (the “Amended Operating Partnership Agreement”) of Blue Owl NLT Operating Partnership LP (the “Operating Partnership”).”

Blue Owl Real Estate Net Lease Trust: Adopted Third Amended and Restated Declaration of Trust designating new Class N shares (effective 2024-04-19).

“On April 19, 2024, the Company adopted the Third Amended and Restated Declaration of Trust (the “Amended Declaration of Trust”) pursuant to which the Company designated the new Class N shares.”

DIH HOLDING US, INC.: Changed fiscal year end from December 31 to March 31 to align with subsidiary (effective 2024-04-19).

“On April 19, 2024, the Board of Directors of DIH Holding US, Inc. (the "Registrant") approved a change in the fiscal year end of the Registrant from December 31 to March 31 so as to align its fiscal year end with its subsidiary.”

Ellington Credit Co: Board adopted a Section 382 rights plan to protect NOLs, authorizing a dividend of one preferred share purchase right per common share (effective 2024-04-22).

“On April 22, 2024, the Board of Trustees (the “Board”) of Ellington Credit Company, a Maryland real estate investment trust (the “Company”), approved the Company's entry into a rights plan and authorized a dividend of one preferred share purchase right (“Right”) for each of the Company's outstanding common shares”

Turtle Beach Corp: Amended and restated bylaws to clarify that plurality voting standard applies only in contested director elections (effective 2024-04-22).

“On April 22, 2024, the Board of Directors of Turtle Beach Corporation approved amended and restated bylaws (the “Amended and Restated Bylaws”), which became effective the same day, that make certain technical changes to clarify that a plurality voting standard would only be applicable in contested director elections.”

Sunshine Biopharma Inc.: Filed certificate of amendment to articles of incorporation to effect a 1-for-100 reverse stock split (effective 2024-04-17).

“Effective April 17, 2024, Sunshine Biopharma, Inc. (the “Company”) filed a certificate of amendment to its articles of incorporation with the Secretary of State of Colorado to effect a 1-for-100 reverse split of the Company’s common stock.”

BOWFLEX INC.: Board approved amendment to Section 2.2 of Bylaws to change minimum director number and set board size at two directors.

“Effective immediately following the Closing, the Board approved an Amendment (the “Amendment”) to the Amended and Restated Bylaws of the Company (as amended, the “Bylaws”) to revise Section 2.2 of the Bylaws to provide that the number of directors of the Company shall not be less than one director, with the specific number of directors to be set by resolution of the Board. Also effective as of immediately following the Closing, the Board adopted resolutions setting the number of directors of the Board at two directors.”

BNB PLUS CORP.: Reverse stock split at 1-for-20 ratio via amendment to certificate of incorporation (effective 2024-04-25).

“The Board determined to set the reverse stock split ratio at one-for-twenty (1:20) (the “Reverse Stock Split”) and approved the final form of the Certificate of Amendment to the Certificate of Incorporation to effectuate the Reverse Stock Split”

J.P. Morgan Real Estate Income Trust, Inc.: Filed Articles Supplementary to reclassify and designate 500,000,000 authorized but unissued shares as Class X Common Stock (effective 2024-04-16).

“On April 16, 2024, J.P. Morgan Real Estate Income Trust, Inc. (the “Company”) filed Articles Supplementary (the “Articles Supplementary”) to its Articles of Amendment and Restatement, dated June 2, 2022 (the “Charter”), with the Maryland State Department of Assessments and Taxation, pursuant to which the Company reclassified and designated 500,000,000 authorized but unissued shares of Class X Common Stock, $0.01 par value per share, as shares of a new Class X Common Stock, $0.01 par value per share (“Class X Shares”), of the Company and fixed the preferences, rights, powers, restrictions, limitations, qualifications, terms and conditions of the newly designated Class X Shares.”