Charter, bylaw, and control-related changes under 8-K Items 5.03/5.05/5.06.
iLearningEngines, Inc.: Upon the Business Combination, ARRW ceased to be a shell company effective April 16, 2024 (effective 2024-04-16).
“On April 16, 2024, as a result of the Business Combination, ARRW ceased to be a shell company (as defined in Rule 12b-2 of the Exchange Act) as of the Closing.”
iLearningEngines, Inc.: Approved and adopted a new Code of Business Conduct and Ethics (effective 2024-04-16).
“on April 16, 2024, the New iLearningEngines Board approved and adopted a new Code of Business Conduct and Ethics applicable to all employees, officers and directors of the Company.”
iLearningEngines, Inc.: Adopted Amended and Restated Bylaws effective April 16, 2024 (effective 2024-04-16).
“On April 16, 2024, the New iLearningEngines Board adopted the Bylaws, which became effective on that date.”
iLearningEngines, Inc.: Filed Certificate of Incorporation with amendments effective April 16, 2024 (effective 2024-04-16).
“The Certificate of Incorporation, which became effective upon filing with the Secretary of State of the State of Delaware on April 16, 2024 includes the amendments proposed by the Organizational Documents Proposal.”
Ouster, Inc.: Reduced stockholder meeting quorum requirement from majority to one third of voting power (effective 2024-04-18).
“On and effective as of April 18, 2024, the Board of Directors (the “ Board ”) of Ouster, Inc., a Delaware corporation (the “ Company ”) amended and restated the Company’s bylaws (as so amended and restated, the “ Second Amended and Restated Bylaws ”) to reduce the requisite quorum at all meetings of stockholders for the transaction of business from the holders of a majority to the holders of one third (1/3) of the Company’s voting power of stock issued and outstanding and entitled to vote, present in person, or by remote communication, if applicable, or represented by proxy, unless otherwise required by applicable law or the Company’s certificate of incorporation.”
Rekor Systems, Inc.: Certificate of Amendment to Amended and Restated Certificate of Incorporation to increase authorized common shares from 100,000,000 to 300,000,000 (effective 2024-04-22).
“On April 22, 2024, following the previously reported adoption by the stockholders of Rekor Systems, Inc. (the “Company”) of an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended, to increase the number of authorized shares of common stock from 100,000,000 to 300,000,000 (the “Charter Amendment”) at the Company’s 2024 annual meeting of stockholders held on April 18, 2024 (the “Annual Meeting”), the Company filed the Charter Amendment with the Secretary of State of Delaware.”
Cidara Therapeutics, Inc.: Amended certificate of incorporation to effect a 1-for-20 reverse stock split and reduce authorized shares to 20,000,000 (effective 2024-04-23).
“On April 22, 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 1-for-20 reverse stock split of the Company’s outstanding common stock.”
Nemaura Medical Inc.: Increased authorized shares of common stock from 42,000,000 to 62,000,000 (effective 2024-02-28).
“On February 28, 2024, Nemaura Medical Inc. (the “Company”) filed with the Nevada Secretary of State a certificate of amendment (the “Amendment”) to its articles of incorporation, as amended (the “Articles”), to increase the authorized shares of common stock from 42,000,000 to 62,000,000.”
Ibotta, Inc.: Bylaws amended and restated effective as of April 22, 2024 in connection with IPO (effective 2024-04-22).
“Effective as of April 22, 2024, the Company's bylaws were amended and restated (the “ Restated Bylaws ”) in connection with the completion of the IPO.”
Ibotta, Inc.: Amended and restated certificate of incorporation filed in connection with IPO (effective 2024-04-22).
“On April 22, 2024, Ibotta, Inc. (the “ Company ”) filed an amended and restated certificate of incorporation (the “ Restated Certificate ”) with the Secretary of State of the State of Delaware in connection with the completion of the Company’s initial public offering (the “ IPO ”).”
Booking Holdings Inc.: Amended and restated By-Laws effective April 18, 2024, including revisions to director nomination disclosure and procedural requirements, universal proxy rules, advance notice requirements, exclusive forum provisions, and other technical changes (effective 2024-04-18).
“On April 18, 2024, the Board of Directors of Booking Holdings Inc. (the "Company") approved the amendment and restatement of the Company's By-Laws (the “Amended and Restated By-Laws”), effective immediately.”
WINDTREE THERAPEUTICS INC /DE/: Effected a 1-for-18 reverse stock split of common stock via amendment to the Amended and Restated Certificate of Incorporation (effective 2024-04-19).
“On April 19, 2024, the Company filed the Amendment for the Reverse Stock Split 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 April 19, 2024”
ROYCE MICRO-CAP TRUST, INC.: Adopted amended and restated bylaws with updates for remote meetings, meeting conduct, adjournment, proxies, board meeting notice, exclusive forum, and other changes (effective 2024-04-19).
“On April 15, 2024, the Board of Directors (the “Board”) of Royce Micro-Cap Trust, Inc., a registered closed-end management investment company (the “Fund”), adopted amended and restated bylaws of the Fund (the “Amended and Restated Bylaws”), effective as of April 19, 2024. Among other things, the amendments effected by the Amended and Restated Bylaws: ● Expressly provide for stockholder meetings by remote communication; ● Clarify that the Board or the President designates the chairman of all stockholder meetings and the Board and the chairman of the meeting have the power to regulate conduct at the stockholder meeting; ● Clarify stockholder meeting adjournment procedures; ● Clarify procedures relating to the use of proxies; ● Provide that special meetings of the Board may be called on less than 24 hours’ notice as the person or persons calling such meeting may deem necessary or appropriate in the circumstances; ● Clarify that the Circuit Court for Baltimore City, Maryland, or, if that C”
UWHARRIE CAPITAL CORP: Amended Bylaws to clarify officer compensation authority: Article V, Section 13 now defines 'officers' as Section 16 officers; Article VI, Section 3 now distinguishes compensation setting for Section 16 officers vs. other officers (effective 2024-04-16).
“Effective April 16, 2024, the Board of Directors (the “Board”) of Uwharrie Capital Corp (the “Company”) amended the Company’s Bylaws. A description of the amendments follows.”
LIGAND PHARMACEUTICALS INC: Adopted Fifth Amended and Restated Bylaws with updates for universal proxy rules, DGCL amendments, and other revisions (effective 2024-04-17).
“On April 17, 2024, the Board of Directors (the “Board”) of Ligand Pharmaceuticals Incorporated (the “Company”), in connection with the Securities and Exchange Commission’s revisions to the Securities Exchange Act of 1934, as amended (the "Exchange Act") regarding universal proxy cards, changes to the Delaware General Corporation Law (the "DGCL"), and a periodic review of corporate governance matters, approved the amendment and restatement of the Company’s Fourth Amended and Restated Bylaws, as amended (the “Fifth Amended and Restated Bylaws”).”
ROYCE SMALL-CAP TRUST, INC.: Filed Articles of Amendment to change the Fund's name from Royce Value Trust, Inc. to Royce Small-Cap Trust, Inc., effective May 1, 2024 (effective 2024-05-01).
“On April 16, 2024, the Fund, a Maryland corporation, filed Articles of Amendment to the Fund’s charter with the Maryland Department of Assessments of Taxation to change the name of the Fund from “Royce Value Trust, Inc.” to “Royce Small-Cap Trust, Inc.””
ROYCE SMALL-CAP TRUST, INC.: Amended and restated bylaws effective April 19, 2024, including provisions for remote stockholder meetings, clarifying meeting procedures, proxies, board special meeting notice, exclusive forum for federal claims, and ministerial updates (effective 2024-04-19).
“On April 15, 2024, the Board of Directors (the “Board”) of Royce Value Trust, Inc., a registered closed-end management investment company (the “Fund”), adopted amended and restated bylaws of the Fund (the “Amended and Restated Bylaws”), effective as of April 19, 2024.”
SEKISUI HOUSE U.S., INC.: Merger Sub's Bylaws became the Company's Bylaws at the Effective Time.
“Pursuant to the Merger Agreement, at the Effective Time, subject to the provisions of the Merger Agreement, Merger Sub’s Certificate of Incorporation and Bylaws, as in effect immediately prior to the Effective Time, became the Certificate of Incorporation and Bylaws of the Company, respectively.”
SEKISUI HOUSE U.S., INC.: Merger Sub's Certificate of Incorporation became the Company's Certificate of Incorporation at the Effective Time.
“Pursuant to the Merger Agreement, at the Effective Time, subject to the provisions of the Merger Agreement, Merger Sub’s Certificate of Incorporation and Bylaws, as in effect immediately prior to the Effective Time, became the Certificate of Incorporation and Bylaws of the Company, respectively.”
HP INC: Amended bylaws to decrease the number of authorized directorships from 14 to 12 (effective 2024-04-22).
“The amendments to the Bylaws are solely to decrease the number of authorized directorships comprising the Board from 14 to 12 in connection with Shumeet Banerji and Subra Suresh not standing for re-election at the Company's annual meeting, resulting in each stepping down from the Board effective at the annual meeting on April 22, 2024.”
1st FRANKLIN FINANCIAL CORP: Amended Bylaws to modernize language, grant board flexibility for growth, establish succession planning, and clarify director-officer dual roles (effective 2024-03-26).
“establish a more robust succession planning process for the Board and the Company's Officers”
1st FRANKLIN FINANCIAL CORP: Amended Articles of Incorporation to modernize language, conform to legal changes, and clarify governance provisions (effective 2024-03-26).
“On March 26, 2024, the Board of Directors of 1st Franklin Financial Corporation, a Georgia corporation (the "Company") approved and adopted amendments to the Company's Articles of Incorporation and Bylaws.”
Fintech Ecosystem Development Corp.: Amended charter to extend deadline for business combination from April 21, 2024 to up to October 21, 2024, with monthly extension options and deposit requirements (effective 2024-04-18).
“On April 18, 2024, Fintech Ecosystem Development Corp. (the “Company”) held an extraordinary general meeting (the “Special Meeting”) of stockholders of the Company (the “Stockholders”). The Stockholders approved the proposal to amend (the “Charter Amendment”) the Company’s amended and restated certificate of incorporation (the “Charter”) to extend the date by which the Company has to consummate a business combination for an additional six months, from April 21, 2024 to up to October 21, 2024, by electing to extend the date to consummate an initial business combination on a monthly basis up to six times, provided that for each one-month extension, the sponsor of the Company deposits into the trust account established for the benefit of the Company’s public stockholders (the “Trust Account”) the lesser of (i) $66,000.00 and (ii) an aggregate amount equal to $0.033 for each public share that is not redeemed in connection with the Special Meeting.”
Park Hotels & Resorts Inc.: Amended the certificate of incorporation to provide for officer exculpation from liability under Delaware law (effective 2024-04-19).
“On April 19, 2024, the Company filed a Certificate of Amendment with the Secretary of State of the State of Delaware (the “ Certificate of Amendment ”) to give effect to the Officer Exculpation Amendment.”
RideNow Group, Inc.: Amended Bylaws to eliminate classified board structure and adjust director removal vote requirement under Nevada law (effective 2024-04-16).
“On April 16, 2024, and effective as of the same date, the Board of the Company approved amendments to the Company’s Amended and Restated Bylaws, as amended on May 9, 2023 (the “Bylaws Amendments”), to reflect the Board’s decision to eliminate the classified board structure and to comply with the provisions of Nevada Revised Statutes Section 78.335(1) regarding the stockholder vote required to remove a director.”
Ellington Credit Co: Amended and restated bylaws to update company name references from Ellington Residential Mortgage REIT to Ellington Credit Company (effective 2024-04-19).
“the Board unanimously approved the Third Amended and Restated Bylaws (the "A&R Bylaws") of the Company, to be effective as of April 19, 2024. The A&R Bylaws delete any reference to "Ellington Residential Mortgage REIT" and insert "Ellington Credit Company" in lieu thereof.”
Ellington Credit Co: Changed corporate name from Ellington Residential Mortgage REIT to Ellington Credit Company via Articles of Amendment (effective 2024-04-19).
“the board of trustees (the "Board") of Ellington Residential Mortgage REIT (the "Company") adopted Articles of Amendment for the purpose of amending the Company's current declaration of trust in order to change its corporate name to "Ellington Credit Company" from "Ellington Residential Mortgage REIT."”
DarioHealth Corp.: Reduced the stockholder meeting quorum requirement to 33 1/3% (effective 2024-04-16).
“The Bylaws were revised to reduce the quorum requirement at any meeting of the Company’s stockholders to thirty-three and one-third percent (33 1/3%) of the stock issued and outstanding and entitled to vote at such meeting.”
ROYCE GLOBAL TRUST, INC.: Changed the Fund's name from Royce Global Value Trust, Inc. to Royce Global Trust, Inc. via Articles of Amendment (effective 2024-05-01).
“On April 16, 2024, the Fund, a Maryland corporation, filed Articles of Amendment to the Fund’s charter with the Maryland Department of Assessments of Taxation to change the name of the Fund from “Royce Global Value Trust, Inc.” to “Royce Global Trust, Inc.” Such Articles of Amendment shall become effective as of 12:01 a.m., Eastern Time, on May 1, 2024.”
ROYCE GLOBAL TRUST, INC.: Adopted amended and restated bylaws effective April 19, 2024 (effective 2024-04-19).
“On April 15, 2024, the Board of Directors (the “Board”) of Royce Global Value Trust, Inc., a registered closed-end management investment company (the “Fund”), adopted amended and restated bylaws of the Fund (the “Amended and Restated Bylaws”), effective as of April 19, 2024.”
ENTRAVISION COMMUNICATIONS CORP: Amended and restated bylaws to clarify definitions of Affiliates and Associates and enhance stockholder proposal and nomination requirements (effective 2023-04-16).
“On April 16, 2023, the Board of Directors of Entravision Communications Corporation (the "Company") adopted the Eighth Amended and Restated Bylaws of the Company (the “Amended and Restated Bylaws”), effective immediately.”
MOODYS CORP /DE/: Board approved amendments to the Amended and Restated By-Laws to conform to and implement the special meeting charter amendment, effective April 17, 2024 (effective 2024-04-17).
“the Board of Directors (the “Board”) approved amendments to the Company’s Amended and Restated By-Laws (the “By-Laws”) to conform to and further implement the Certificate of Amendment.”
MOODYS CORP /DE/: Stockholders approved an amendment to the Restated Certificate of Incorporation to allow stockholders owning at least 25% of common stock to require the company to call a special meeting (effective 2024-04-17).
“As discussed under Item 5.07 of this Current Report on Form 8-K, at the 2024 Annual Meeting of Stockholders held on April 16, 2024 (the “2024 Annual Meeting”), stockholders of Moody’s Corporation (the “Company”) approved an amendment to the Company’s Restated Certificate of Incorporation (the “Charter”) to allow one or more stockholders who own at least 25% of the Company’s common stock, and who satisfy certain procedures, to require that the Company call a special meeting of the stockholders.”
CNB FINANCIAL CORP/PA: Amended bylaws to reflect Board's concurrent right to amend bylaws consistent with the charter amendment (effective 2024-04-18).
“Following approval of the Charter Amendment by the Corporation’s shareholders, on April 16, 2024, the Board approved an amendment to the Bylaws to reflect the Board’s concurrent right to amend the Bylaws (the “Bylaws Amendment”).”
CNB FINANCIAL CORP/PA: Amended articles to grant Board concurrent right to amend bylaws, subject to shareholder ratification for adverse changes, and shareholder-only amendment/repeal of shareholder-adopted provisions (effective 2024-04-18).
“the shareholders of CNB Financial Corporation (the “Corporation”) voted, among other things, to approve an amendment (the “Charter Amendment”) to the Corporation’s Second Amended and Restated Articles of Incorporation (the “Articles of Incorporation”) to grant the Corporation’s Board of Directors (the “Board”) the concurrent right to amend the Corporation’s Second Amended and Restated Bylaws (the “Bylaws”), provided that (i) shareholder ratification of any amendment to the Byalws that adversely affects the rights of shareholders is required before such amendment takes effect, (ii) any provision of the Bylaws amended or adopted by the Corporation’s shareholders may only be amended or repealed by the shareholders, and (iii) any provision of the Bylaws amended or adopted by the Board may be amended or repealed by the shareholders.”
Generation Asia I Acquisition Ltd: Extended business combination deadline to July 23, 2025 and reduced monthly extension payments to $35,000 (effective 2024-04-16).
“At the Meeting on April 16, 2024, the Company’s shareholders approved by special resolutions the amendments to the Company’s Amended and Restated Memorandum and Articles of Association of the Company (collectively, the “ Articles Amendments ”), to, among other things, do the following: (a) to extend the date by which the Company must consummate an initial business combination from July 23, 2024 to July 23, 2025; and (b) to reduce the amount of monthly extension payments which the Company’s sponsor, Generation Asia LLC, or its affiliates or designees, must deposit into the trust account of the Company from an amount equal to the lesser of (x) $125,000 or (y) $0.03 per public share multiplied by the number of public shares outstanding at that time for each one-month extension of the date by which the Company has to consummate an initial business combination, to an amount equal to $35,000 for each one-month extension of the date by which the Company has to consummate an initial business c”
SeaStar Medical Holding Corp: Amended and restated bylaws to reduce stockholder quorum threshold from majority to 33 1/3% and remove 'Acting in Concert' provisions (effective 2024-04-12).
“On April 12, 2024, the Board of Directors (the “Board”) of SeaStar Medical Holding Corporation (the “Company”) approved the amendment and restatement of the Company’s Amended and Restated Bylaws (the “Second Amended and Restated Bylaws”) to, among other things: • reduce the quorum threshold for meetings of stockholders from the holders of a majority of the common stock of the Company issued and outstanding and entitled to vote to the holders of at least 33 1/3% of the common stock of the Company issued and outstanding and entitled to vote; and • remove the “Acting in Concert” definition and provisions”
Mediaco Holding Inc.: Filed Articles of Amendment to designate 60,000 shares of Series B Preferred Stock and establish their terms, rights, and preferences (effective 2024-04-17).
“Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On April 17, 2024, MediaCo filed with the Secretary of State of the State of Indiana the Articles of Amendment (the “ Series B Articles of Amendment ”) to the Amended and Restated Articles of Incorporation of MediaCo (the “ Articles of Incorporation ”), to designate 60,000 shares of MediaCo’s preferred stock as “Series B Preferred Stock” and to establish the terms, rights and preferences of the Series B Preferred Stock under Article VIII of the Articles of Incorporation. The Series B Articles of Amendment became effective upon filing with the Secretary of State of the State of Indiana, and the foregoing description is qualified in its entirety by the complete description of the Series B Preferred Stock in the Series B Articles of Amendment, which are filed as Exhibit 3.1 hereto and incorporated by reference herein.”
PALVELLA THERAPEUTICS, INC.: Filing of Certificate of Change to effect a 1-for-80 reverse stock split of common stock and adjust authorized shares accordingly (effective 2024-04-22).
“The Company effected the Reverse Stock Split pursuant to the Company’s filing of a Certificate of Change (the “Certificate”) with the Nevada Secretary of State on April 18, 2024, in accordance with Nevada Revised Statutes (“ NRS ”) 78.209.”
T2 Biosystems, Inc.: Filed a Certificate of Designation for Series A Convertible Preferred Stock, establishing its preferences, rights, and limitations (effective 2024-04-12).
“On April 12, 2024, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock (the “ Certificate of Designation ”) with the Secretary of State of the State of Delaware pursuant to the Securities Purchase Agreement.”
UL Solutions Inc.: Amended and restated bylaws became effective in connection with IPO (effective 2024-04-11).
“upon which both the Certificate of Incorporation and the Company’s amended and restated bylaws (the “Bylaws”) became effective.”
UL Solutions Inc.: Amended and restated certificate of incorporation filed in connection with IPO (effective 2024-04-11).
“On April 11, 2024, UL Solutions Inc. (the “Company”) filed its amended and restated certificate of incorporation (the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware, upon which both the Certificate of Incorporation and the Company’s amended and restated bylaws (the “Bylaws”) became effective.”
Hudson Acquisition I Corp.: Amended certificate of incorporation to extend business combination deadline up to January 18, 2025 and remove geographic limitations on business combinations (effective 2024-04-17).
“On April 17, 2024, the Company filed a certificate of amendment (the “Certificate of Amendment”) to the Company’s Second Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware. The Certificate of Amendment amends the Certificate of Incorporation to (i) give the Company the option to extend the date by which the Company must effect a Business Combination beyond April 18, 2024, up to nine (9) times for an additional (1) month each time to January 18, 2025, upon the deposit into the Trust Account of $25,000 for each calendar month and (ii) to remove the geographic limitations for a Business Combination., which requires the deletion of Section J of the Sixth Article in the Charter”
NV5 Global, Inc.: The company amended its Amended and Restated Bylaws to address mandatory universal proxy rule requirements and other procedural updates (effective 2024-04-16).
“On April 16, 2024, the board of directors (the “Board”) of NV5 Global, Inc. (the “Company”) amended the Company's Amended and Restated Bylaws, effective immediately, to address certain procedural aspects with respect to implementing a mandatory universal proxy rule, including applicable notice, information and solicitation requirements, pursuant to Rule 14a-19, promulgated under the Securities Exchange Act of 1934, as amended, and as adopted by the U.S. Securities and Exchange Commission.”
TLGY ACQUISITION CORP: Amendment to reduce monthly extension payment from the lesser of $0.033 or $110,000 to the lesser of $0.02 or $60,000 (effective 2024-04-16).
“shareholders of the Company approved by special resolution an amendment (the “Charter Amendment”) to the Amended and Restated Memorandum and Articles of Association of the Company (the “Charter”) to modify the monthly amount that its Sponsor or its affiliates or designees must deposit into the Trust Account in order to extend the period of time to consummate a business combination by one month, up to twelve times (starting from the first date on which such modified extension payment is made), if requested by the Sponsor and accepted by the Company, from the lesser of $0.033 per outstanding share and $110,000 to the lesser of (x) $0.02 per outstanding share and (y) $60,000.”
Cullinan Therapeutics, Inc.: Amended and restated bylaws solely to reflect the name change (effective 2024-04-15).
“the Board also approved an amendment and restatement of the Company’s Second Amended and Restated Bylaws solely to reflect the Name Change (as amended and restated, the “ Third Amended and Restated Bylaws ”) effective as of April 15, 2024.”
Cullinan Therapeutics, Inc.: Amended certificate of incorporation to change company name from Cullinan Oncology, Inc. to Cullinan Therapeutics, Inc (effective 2024-04-15).
“Effective as of 9:47 A.M., Eastern Time on April 15, 2024, the Company amended its Second Amended and Restated Certificate of Incorporation, as amended (the “ Certificate of Incorporation ”), to effect a change of the Company’s name from “Cullinan Oncology, Inc.” to “Cullinan Therapeutics, Inc.” (the “ Name Change ”).”
Beneficient: Reverse stock split at ratio of 1-for-80 and proportionate reduction in authorized shares via Certificate of Change (effective 2024-04-18).
“On April 15, 2024, the Company filed a Certificate of Change with the Secretary of State of the State of Nevada to effect the Reverse Stock Split at a ratio of 1-for-80 and a simultaneous proportionate reduction in the authorized shares of each class of Common Stock. The Reverse Stock Split is expected to become effective at 12:01 a.m. Eastern Time on April 18, 2024 (the “Effective Time”).”
RHYTHM PHARMACEUTICALS, INC.: Filing of Certificate of Designations for Convertible Preferred Stock (effective 2024-04-15).
“on April 15, 2024, the Company filed the Certificate of Designations with the Secretary of State of the State of Delaware, effective the same day.”
PACS Group, Inc.: Amended and restated bylaws became effective in connection with the IPO (effective 2024-04-15).
“In addition, the amended and restated bylaws (the “Bylaws”) of the Company became effective in connection with the IPO.”
Facts are extracted by an LLM and gated to those whose source quote is present verbatim in the filing text. Coverage is best-effort while backfill and monitoring mature; this is not yet a full-market index. See methodology.