Charter, bylaw, and control-related changes under 8-K Items 5.03/5.05/5.06.
PACS Group, Inc.: Filed amended and restated certificate of incorporation (effective 2024-04-15).
“On April 15, 2024, the Company filed an amended and restated certificate of incorporation (the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware.”
Borealis Foods Inc.: Oxus ceased being a shell company as a result of the transaction on February 7, 2024 (effective 2024-02-07).
“As a result of the Transaction, on February 7, 2024, Oxus ceased being a shell company.”
Borealis Foods Inc.: New Borealis Board adopted a new code of business conduct and ethics effective February 7, 2024 (effective 2024-02-07).
“on February 7, 2024 and effective as of such date, the New Borealis Board adopted a new code of business conduct and ethics (the “ Code of Ethics ”) applicable to directors, officers, and employees of New Borealis and its subsidiaries.”
Borealis Foods Inc.: Articles of Amalgamation were filed for New Borealis effective February 7, 2024 (effective 2024-02-07).
“Articles of Amalgamation were filed for New Borealis (the “ Articles ”) with the Ministry of Public and Business Service Delivery of Ontario; and (b) New Borealis adopted amended and restated bylaws substantially in the form included in Annex J to the Proxy Statement/Prospectus (the “ Bylaws ,” and together with the Articles, the “ Governing Documents ”), in each case effective as of February 7, 2024.”
Borealis Foods Inc.: New Borealis adopted amended and restated bylaws effective February 7, 2024 (effective 2024-02-07).
“New Borealis adopted amended and restated bylaws substantially in the form included in Annex J to the Proxy Statement/Prospectus (the “ Bylaws ,” and together with the Articles, the “ Governing Documents ”), in each case effective as of February 7, 2024.”
CuriosityStream Inc.: Reduced quorum requirement for stockholder meetings from a majority to one-third of capital stock (effective 2024-04-12).
“The First Amendment reduces the quorum requirement for stockholder meetings from a majority to one-third (1/3) of the capital stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, as permitted by Section 216 of the Delaware General Corporation Law and Nasdaq Listing Rule 5620(c).”
BiomX Inc.: Eliminated requirements that the Board and its committees be comprised of an odd number of directors by amending Sections 1, 2, and 14 of Article II of the Amended and Restated Bylaws (effective 2024-04-11).
“On April 11, 2024, the Board approved amendments to the Company’s Amended and Restated Bylaws (as so amended, the “Amended Bylaws”), effective as of such date, to eliminate the requirements that the Board and its committees be comprised of an odd number of directors. The Amended Bylaws amend Sections 1, 2 and 14 of Article II of the Amended and Restated Bylaws to delete such requirements.”
Hypha Labs, Inc.: Changed name from Digipath, Inc. to Hypha Labs, Inc (effective 2024-03-12).
“Effective March 12, 2024, Digipath, Inc., a Nevada corporation now known as Hypha Labs, Inc. (the “Company”), amended Article 1 of its Articles of Incorporation to change its name from Digipath, Inc. to Hypha Labs, Inc.”
Sow Good Inc.: Adoption of Code of Business Conduct and Ethics (effective 2024-04-11).
“On April 11, 2024, the Board approved and adopted a Code of Business Conduct and Ethics (the “Code”). The Code sets forth Sow Good’s business and personal ethical and compliance conduct expectations for all employees, officers and directors, employees, and agents of Sow Good.”
My Size, Inc.: Filed Certificate of Amendment to effect a 1-for-8 reverse stock split of common stock (effective 2024-04-19).
“the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment to its Certificate of Incorporation (the “Certificate of Amendment”) to effect the Reverse Stock Split, which will become effective as of 5:00 p.m. Eastern Time on April 19, 2024.”
Cycurion, Inc.: Extended the deadline to consummate a business combination from April 11, 2024 to July 11, 2024 (effective 2024-04-10).
“The Charter Amendment extends the date by which the Company has to consummate a business combination from April 11, 2024 to July 11, 2024.”
Apartment Income REIT Corp.: Clarified incorporation of Class A Preferred Stock terms into the charter (effective 2024-04-11).
“On April 11, 2024, Apartment Income REIT Corp., a Maryland corporation (the “ Company ”), filed with the Maryland State Department of Assessments and Taxation a certificate of correction”
American Outdoor Brands, Inc.: Amended and restated bylaws to reflect DGCL updates, Universal Proxy Rules, Beneficial Ownership Rule, and reduced disclosure requirements for stockholder nominations/business proposals (effective 2024-04-09).
“On April 9, 2024, our Board of Directors, or the Board, approved the adoption of our Third Amended and Restated Bylaws, or the Amended Bylaws, effective as of April 9, 2024, which amend and restate our Amended and Restated Bylaws”
Assure Holdings Corp.: Amended and restated bylaws to address discrepancies with Nevada law, including changes to stockholder vote requirement for director removal, filling board vacancies, uncertificated shares, notice and record date periods for stockholder meetings, and bylaw amendment authority (effective 2024-04-08).
“On April 8, 2024, the Board of Directors of the Corporation approved amended and restated bylaws of the Corporation.”
Datavault AI Inc.: Amendment to certificate of incorporation to effect a one-for-one hundred fifty reverse stock split, effective April 12, 2024 (effective 2024-04-12).
“On April 12, 2024, the Company filed the Certificate of Amendment to effect the Reverse Stock Split, effective as of 5:00 p.m. Eastern Time on April 12, 2024 (the “Effective Time”).”
Hewlett Packard Enterprise Co: Approved and filed a Certificate of Amendment to the Amended and Restated Certificate of Incorporation to exculpate certain officers from liability as permitted by Delaware law (effective 2024-04-11).
“On April 10, 2024, as described below, upon the recommendation of the Board of the Company, the Company’s stockholders approved a Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation (“Certificate of Amendment”) to provide for the exculpation of certain of the Company’s officers from liability in specific circumstances, as permitted by Delaware law (the “Amendment”), as further described in “Proposal no. 5: Vote to approve a certificate of amendment to the Amended and Restated Certificate of Incorporation of Hewlett Packard Enterprise Company to limit the liability of certain officers as permitted by Delaware law” on pages 68 to 69 of the Company's 2024 Proxy Statement and previously approved by the Board of the Company. As a result, the Company filed the Certificate of Amendment with the Secretary of State of the State of Delaware on April 11, 2024, which became effective upon filing.”
Fluent, Inc.: Fluent, Inc. filed a Certificate of Amendment to its Certificate of Incorporation to effect a 1-for-6 reverse stock split of its common stock, effective April 11, 2024 (effective 2024-04-11).
“Effective at 6:00 p.m. Eastern Time on April 11, 2024, the Company effected a 1-for-6 reverse split of the issued shares of Common Stock (the “ Reverse Stock Split ”) pursuant to a certificate of amendment to the Certificate of Incorporation filed with the Secretary of State of the State of Delaware on April 11, 2024 (the “ Certificate of Amendment ”).”
LIPELLA PHARMACEUTICALS INC.: Eliminated and canceled all designations, rights, preferences and limitations of Series A Preferred Stock (effective 2024-04-11).
“On April 11, 2024, the Company filed an Elimination of Certificate of Designation of the Preferences, Rights and Limitations of Series A Preferred Stock (the “Series A Elimination Certificate”) with the Secretary of State of the State of Delaware, in order to eliminate and cancel all designations, rights, preferences and limitations of the shares of the Company’s Series A convertible preferred stock, par value $0.0001 per share (the “Series A Preferred Stock”).”
CINTAS CORP: Amended Bylaws to clarify and implement procedural and disclosure requirements for shareholder director nominations under universal proxy rules, and updates to meeting procedures (effective 2024-04-09).
“On April 9, 2024, the Board of Directors (the Board) of Cintas Corporation (the Company) approved amendments (the Amendments) to the Amended and Restated By-Laws of the Company (as amended, the Bylaws), effective immediately. The Amendments, among other things, clarify and implement certain procedural and disclosure requirements for the Company’s shareholders proposing director nominations for consideration at the Company’s annual or special meetings of shareholders in light of the “universal proxy” rules adopted by the Securities and Exchange Commission pursuant to Rule 14a-19 of the Securities Exchange Act of 1934, as amended (Rule 14a-19).”
HPS Corporate Capital Solutions Fund: Amendment of declaration of trust to update sections on number of trustees, standard of care, officers, governing law, and direct actions (effective 2024-04-08).
“On April 8, 2024, the Board of the Fund approved the Fund’s Second Amended and Restated Declaration of Trust (the “ Second Amended and Restated Declaration of Trust ”) to update Sections 3.1 Number of Trustees, 3.8 Sole Discretion; Good Faith; Corporate Opportunities of the Adviser, 3.14 Officers, 10.1 Construction and Governing Law, and 10.4 Direct Actions.”
Nutex Health Inc.: Certificate of Amendment effecting a 1-for-15 reverse stock split of common stock (effective 2024-04-09).
“On April 9, 2024, the Company filed the Certificate of Amendment with the Delaware Secretary of State to effect the Reverse Split, effective at 11:59 p.m. Eastern Time on April 9, 2024”
UNIVERSAL BIOSENSORS INC: Increased authorized shares of common stock from 300,000,000 to 750,000,000 (effective 2024-04-10).
“the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment (the “Certificate of Amendment”) to the Company’s Amended and Restated Certificate of Incorporation, as amended to date, to increase the number of authorized shares of the Company’s common stock from 300,000,000 shares to 750,000,000 shares.”
INVACARE HOLDINGS Corp: Amended Certificate of Designations for Series A Convertible Participating Preferred Stock to revise definitions and scope/timing of delivery of financial statements to holders (effective 2024-04-08).
“On April 8, 2024, in connection with the Third Amendment, the Company, with the consent of the stockholders required thereby, amended the Certificate of Designations of the Company for its 9.00% Series A Convertible Participating Preferred Stock (the “ Second Amendment to the Certificate of Designations ”), to among other things amend certain definitions contained therein and amend the scope and timing of delivery of certain financial statements with respect to the Company to the holders of the Parent Series A Preferred Stock.”
Acri Capital Acquisition Corp: Approved amendment to Charter to extend the deadline to consummate an initial business combination until April 14, 2024, with optional monthly extensions up to January 14, 2025 (effective 2024-04-10).
“On April 9, 2024, at the Special Meeting, the stockholders of the Company approved the proposal to amend Company’s amended and restated certificate of incorporation (“Charter”) to allow the Company until April 14, 2024 to consummate an initial business combination, and, without another stockholder vote, to elect to extend the date by which the Company must consummate a business combination on a monthly basis for up to nine (9) times, up to January 14, 2025, by depositing the lesser of (i) $50,000 and (ii) $0.033 for each public share to the Company’s trust account”
Tevogen Bio Holdings Inc.: Filed Certificate of Designation for Series A-1 Preferred Stock, creating new series and establishing rights, preferences, and terms (effective 2024-03-28).
“On March 28, 2024, the Company filed the Certificate of Designation of Series A-1 Preferred Stock (the “Series A-1 Certificate of Designation”) with the Delaware Secretary of State, creating the Series A-1 Preferred Stock and establishing the rights, preferences and other terms of the Series A-1 Preferred Stock, and issued the Series A-1 Preferred Stock.”
Nuvation Bio Inc.: Filed Certificate of Designation for Series A Non-Voting Convertible Preferred Stock in connection with the Acquisition (effective 2024-04-09).
“On April 9, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of Series A Non-Voting Convertible Preferred Stock (the “Certificate of Designation”) with the Secretary of State of the State of Delaware in connection with the closing of the Acquisition.”
QDM International Inc.: Articles of Amendment filed to increase authorized common stock from 200M to 700M shares and authorized preferred stock from 5M to 30M shares, and effect a 10-for-1 forward split of common stock (effective 2024-04-05).
“On March 28, 2024, QDM International Inc. (the “Company”) filed an Articles of Amendment to Articles of Incorporation of the Company (the “Amendment”) with the Florida Department of State to (i) increase its authorized shares of common stock, par value $0.0001 per share, from 200,000,000 shares to 700,000,000 shares and its authorized shares of preferred stock, par value $0.0001 per share, from 5,000,000 shares to 30,000,000 shares; and (ii) effect a forward split of its issued and outstanding shares of common stock at a ratio of 10-for-1 (the “Forward Stock Split”), which became effective as of April 5, 2024.”
Contineum Therapeutics, Inc.: Adopted amended and restated bylaws effective upon IPO closing, eliminating stockholder action by written consent and establishing procedures for stockholder proposals and director nominations (effective 2024-04-09).
“Effective as of April 9, 2024 the Company adopted amended and restated bylaws (the “Restated Bylaws”) in connection with the closing of the IPO.”
Contineum Therapeutics, Inc.: Amended and restated certificate of incorporation in connection with IPO, including changes to authorized stock, board classification, and exclusive forum provisions (effective 2024-04-09).
“On April 9, 2024, Contineum Therapeutics, 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 closing of the Company’s initial public offering (the “IPO”).”
Apartment Income REIT Corp.: Added Article X providing exclusive forum provisions for Internal Corporate Claims and Securities Act claims, effective April 7, 2024 (effective 2024-04-07).
“On April 7, 2024, the Company Board approved and adopted the first amendment (the “ Bylaws Amendment ”) to the Company’s Amended and Restated Bylaws (the “ Bylaws ”), to add a new Article X that provides that, unless the Company consents in writing to the selection of an alternative forum, (i) the Circuit Court for Baltimore City, Maryland, or, if that court does not have jurisdiction, the United States District Court for the District of Maryland, Northern Division, shall be the sole and exclusive forum for (a) any Internal Corporate Claim as defined in the Maryland General Corporation Law or any successor provision thereof (the “ MGCL ”), (b) any derivative action or proceeding brought on behalf of the Company, (c) any action asserting a claim of breach of any duty owed by any director or officer or other employee of the Company to the Company or its stockholders, (d) any action asserting a claim against the Company or any director, officer or other employee of the Company arising pur”
Meridian Holdings Inc./NV: Adopted Certificate of Designation for Series C Voting Preferred Stock, designating 1,000 shares with special voting and board appointment rights (effective 2024-04-04).
“Additionally, on April 4, 2024, in contemplation of the closing of the transactions contemplated by the Purchase Agreement, and pursuant to the power provided to the Company by the Articles of Incorporation of the Company, as amended, the Company’s Board of Directors approved the adoption of, and filing of, a Certificate of Designation of Golden Matrix Group, Inc. Establishing the Designation, Preferences, Limitations and Relative Rights of Its Series C Preferred Stock (the “ Series C Designation ”), which was filed with, and became effective with, the Secretary of State of Nevada on the same date.”
Meridian Holdings Inc./NV: Amended articles of incorporation to remove classified board, opt out of Nevada Control Share Act, give stockholders concurrent bylaw amendment power, and increase authorized common stock from 250M to 300M shares (effective 2024-04-04).
“On April 4, 2024, the Company filed a combined Certificate of Amendment to its Articles of Incorporation with the Secretary of State of Nevada, amending such Articles of Incorporation to affect each of the Amendments, which filing became effective on April 4, 2024.”
BIODESIX INC: Filed Certificate of Designations for Series A Non-Voting Convertible Preferred Stock (effective 2024-04-08).
“On April 8, 2024, the Company filed a Certificate of Designations of Preferences, Rights and Limitations of the Series A Non-Voting Convertible Preferred Stock with the Secretary of State of the State of Delaware (the “Certificate of Designations”) in connection with the Concurrent Private Placement.”
Eagle Bulk Shipping Inc.: Merger submarine's certificate and bylaws became surviving corporation's charter and bylaws.
“Pursuant to the terms of the Merger Agreement, at the Effective Time, the certificate of incorporation and bylaws of Merger Sub became the certificate of incorporation and bylaws of Eagle as the surviving corporation.”
WINDTREE THERAPEUTICS INC /DE/: Filed Certificate of Designation establishing Series B Preferred Stock effective April 3, 2024 (effective 2024-04-03).
“Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. Pursuant to the Asset Purchase Agreement, the Company filed the Certificate of Designation with the Secretary of State of the State of Delaware on April 2, 2024 for the purpose of establishing and designating the Series B Preferred Stock. The Certificate of Designation became effective on April 3, 2024.”
Cartica Acquisition Corp: Amended charter to extend business combination deadline from April 7, 2024 to January 7, 2025 (effective 2024-04-03).
“The Charter Amendment went effective as of April 3, 2024 and was filed by the Company with the Cayman Islands Registrar of Companies.”
Ace Global Business Acquisition Ltd: Amended and restated memorandum and articles of association to extend the business combination deadline from April 8, 2024 to October 8, 2024, by up to six additional one-month extensions (effective 2024-04-03).
“the Company filed an amended and restated memorandum and articles of association on April 3, 2024 (the “Charter Amendment”), giving the Company the right to extend the date by which it has to complete a business combination up to a total of six (6) times for an additional one (1) month each time from April 8, 2024 to October 8, 2024.”
Amalgamated Financial Corp.: Amended advance notice provisions to incorporate universal proxy regulations under Rule 14a-19 (effective 2024-04-04).
“On April 4, 2024, the Board of Directors of the Corporation approved amendments to the advance notice provisions of the Company’s Bylaws to incorporate the universal proxy regulations under Rule 14a-19 of the Securities Exchange Act of 1934, as amended.”
Societal CDMO, Inc.: Articles of incorporation and bylaws amended and restated in their entirety pursuant to Merger Agreement.
“Pursuant to the terms of the Merger Agreement, at the Effective Time, the Company’s articles of incorporation and bylaws were amended and restated in their entirety”
PELOTON INTERACTIVE, INC.: Amended and restated bylaws to revise stockholder nomination and proxy solicitation requirements, allow householding, update DGCL provisions, and add emergency bylaw provision (effective 2024-04-04).
“On April 4, 2024, the Board of Directors of Peloton Interactive, Inc. (the “Company”) approved the amendment and restatement of the Company’s Amended and Restated Bylaws (as so amended and restated, the “Second Amended and Restated Bylaws”), effective as of such date.”
Knightscope, Inc.: Increased authorized shares of Class A Common Stock from 114,000,000 to 228,000,000 (effective 2024-04-05).
“On April 5, 2024, Knightscope, Inc. (the “Company”) held a special meeting of stockholders (the “Special Meeting”) at which the Company’s stockholders approved an amendment (the “Amendment”) to the Company’s Amended and Restated Certificate of Incorporation to increase the number of authorized shares of the Company’s Class A Common Stock, par value $0.001 per share from 114,000,000 to 228,000,000 shares”
Seres Therapeutics, Inc.: Increased authorized shares of Common Stock from 240,000,000 to 360,000,000 (effective 2024-04-05).
“On April 4, 2024, Seres Therapeutics, Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”), at which the Company’s stockholders approved an amendment (the “Amendment”) to the Company’s Restated Certificate of Incorporation to increase the number of authorized shares of the Company’s Common Stock, $0.001 par value per share, from 240,000,000 shares to 360,000,000 shares, as described in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on March 5, 2024. The Company’s board of directors previously approved the Amendment and, on April 5, 2024, the Company filed a Certificate of Amendment to the Restated Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware to effect the Amendment, which became effective upon filing with the Secretary of State.”
Sila Realty Trust, Inc.: Decrease of par value of common stock from $0.04 to $0.01 per share after the reverse stock split (effective 2024-05-01).
“and the Company filed Articles of Amendment to, immediately after the Reverse Stock Split, decrease the par value of each issued and outstanding share of Common Stock from $0.04 par value per share to $0.01 par value per share (the “Par Value Charter Amendment” and together with the Split Charter Amendment, the “Charter Amendments”).”
Sila Realty Trust, Inc.: One-for-four reverse stock split of common stock, effective May 1, 2024 (effective 2024-05-01).
“On April 8, 2024, Sila Realty Trust Inc. (the “Company”) filed Articles of Amendment previously approved by the Board of Directors of the Company (the “Board”) on April 5, 2024 to effect a one-for-four reverse stock split (the “Reverse Stock Split”) of each issued and outstanding share of each class of common stock, par value $0.01 per share (the “Common Stock”) of the Company, effective May 1, 2024 (the “Split Charter Amendment”)”
Tracon Pharmaceuticals, Inc.: Amended Certificate of Incorporation to effect a one-for-twenty reverse stock split (effective 2024-04-09).
“On April 8, 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 one-for-twenty reverse stock split of the Company’s outstanding common stock.”
BLUE RIDGE BANKSHARES, INC.: Filed Articles of Amendment to create Series B and Series C Preferred Stock (effective 2024-04-03).
“On April 3, 2024, the Company filed Articles of Amendment to its Articles of Incorporation with the Virginia State Corporation Commission creating and authorizing 30,000 shares of Series B Preferred Stock and 10,000 shares of Series C Preferred Stock.”
Empery Digital Inc.: Reduced quorum requirement for a meeting from a majority to one-third in voting power of the stock issued and outstanding and entitled to vote (effective 2024-04-05).
“On April 5, 2024, the Board of Directors of Volcon, Inc. (the “Company”) adopted the Second Amended and Restated Bylaws of Volcon, Inc. (as amended and restated, the “Bylaws”), effective on such date.”
NGM BIOPHARMACEUTICALS INC: Amended and restated bylaws (effective 2024-04-05).
“Pursuant to the terms of the Merger Agreement, on April 5, 2024, the Company’s certificate of incorporation and bylaws were amended and restated in their entirety”
NGM BIOPHARMACEUTICALS INC: Amended and restated certificate of incorporation (effective 2024-04-05).
“Pursuant to the terms of the Merger Agreement, on April 5, 2024, the Company’s certificate of incorporation and bylaws were amended and restated in their entirety”
CarParts.com, Inc.: Board approved and filed a Certificate of Designation for Series B Junior Participating Preferred Stock, designating rights, preferences, and privileges of 100,000 shares of preferred stock.
“In connection with the adoption of the Plan described in Item 1.01 of this Current Report, the Board approved a Certificate of Designation of Series B Junior Participating Preferred Stock (the “Certificate of Designation”), which designates the rights, preferences and privileges of 100,000 shares of a series of the Company’s preferred stock, par value $0.001, designated as Series B Junior Participating Preferred Stock. The Company filed the Certificate of Designation with the Secretary of State of the State of Delaware on April 5 , 2024.”
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.