Charter, bylaw, and control-related changes under 8-K Items 5.03/5.05/5.06.
MICRON TECHNOLOGY INC: Board amended and restated bylaws to increase board size from eight to nine (effective 2024-03-11).
“On March 11, 2024, the Board amended and restated the Company’s bylaws (the “Amended and Restated Bylaws”) to increase the size of the Board from eight to nine.”
GAXOS.AI INC.: Filed a certificate of amendment to effect a 1-for-12 reverse stock split of common stock (effective 2024-03-07).
“On March 7, 2024, Gaxos.ai Inc. (the “Company”) filed a certificate of amendment (the “Certificate of Amendment”) to the Company’s Certificate of Incorporation, as amended, with the Secretary of State of Delaware to effectuate a 1-for-12 reverse stock split (the “Reverse Stock Split”) of the Company’s issued and outstanding shares of common stock, par value $0.0001 per share (“Common Stock”).”
Mobile Global Esports, Inc.: Changed quorum for stockholder meetings to one-third (33.33%) of shares issued and outstanding and entitled to vote (effective 2024-03-08).
“On March 8, 2024, the Board of Directors of Mobile Global Esports Inc. (the “Company”) approved an amendment of the Company’s Bylaws (the “Bylaws”) to change the quorum for stockholder meetings to equal one-third (33.33%) of the shares issued and outstanding and entitled to vote on the matters at the meeting.”
Canton Strategic Holdings, Inc.: Lowered quorum requirement for stockholder meetings from a majority to one-third of shares entitled to vote (effective 2024-03-07).
“The Amendment amends and restates in its entirety Article II, Section 2.6 of the Bylaws to lower the quorum requirement for stockholder meetings from requiring the holders of a majority of the Company’s stock issued and outstanding and entitled to vote to be present in person or represented by proxy to one-third of the holders of the Company’s stock issued and outstanding and entitled to vote to be present in person or represented by proxy.”
Mountain & Co. I Acquisition Corp.: Extended deadline to consummate a business combination from March 9, 2024 to November 9, 2024 (or earlier date determined by board) by filing an amendment to the amended and restated memorandum and articles of association (effective 2024-03-08).
“The Extension Amendment changes the date by which the Company must consummate its initial business combination from March 9, 2024 to November 9, 2024 (or such earlier date as determined by the Company’s board of directors).”
Harpoon Therapeutics, Inc.: Bylaws amended and restated in their entirety.
“Pursuant to the Merger Agreement, at the Effective Time, Harpoon’s certificate of incorporation and bylaws were amended and restated in their entirety.”
Harpoon Therapeutics, Inc.: Certificate of incorporation amended and restated in its entirety.
“Pursuant to the Merger Agreement, at the Effective Time, Harpoon’s certificate of incorporation and bylaws were amended and restated in their entirety.”
DOCUSIGN, INC.: Amended and restated bylaws to update provisions related to stockholder meetings, director elections, universal proxy rules, and indemnification (effective 2024-03-05).
“On March 5, 2024, in connection with the effectiveness of certain Securities and Exchange Commission rules regarding universal proxy cards, certain recent changes to the Delaware General Corporation Law (the "DGCL"), and a periodic review of the bylaws of DocuSign, Inc. (the "Company"), the Company’s board of directors (the "Board") approved and adopted the Company’s amended and restated bylaws (the "Amended and Restated Bylaws"), which became immediately effective.”
FEDEX CORP: Amended Bylaws to authorize CEO, president, and other officers to elect, remove, and fill vacancies for certain officers not deemed officers under Rule 16a-1(f), and made administrative and clarifying changes (effective 2024-03-11).
“The Bylaws were amended to: • Provide that the Board may adopt resolutions authorizing the chief executive officer, the president, and/or other officers to elect, remove, and fill vacancies for certain officers other than persons who would be deemed an “officer” of the Company as such term is defined in Rule 16a-1(f) under the Securities and Exchange Act of 1934 (Article V, Sections 1, 2, and 3); and • Make several administrative and clarifying changes (Article II, Section 8 and Article III, Sections 1, 9, and 12).”
ALBEMARLE CORP: Filed Articles of Amendment to establish preferences, limitations and relative rights of Mandatory Convertible Preferred Stock (effective 2024-03-08).
“On March 7, 2024, the Company filed the Articles of Amendment with the SCC to establish the preferences, limitations and relative rights of the Mandatory Convertible Preferred Stock. The Articles of Amendment became effective upon the issuance of a Certificate of Amendment by the SCC to the Company on March 8, 2024.”
GRESHAM WORLDWIDE, INC.: Changed company name from Giga-Tronics Incorporated to Gresham Worldwide, Inc (effective 2024-03-01).
“On March 1, 2024, Giga-Tronics Incorporated (the “Company”) changed the Company’s name from “Giga-Tronics Incorporated” to “Gresham Worldwide, Inc.” The Company filed a Certificate of Amendment of Articles of Incorporation (the “Amendment”) with the Secretary of State of the State of California to effect such change.”
FLEXSTEEL INDUSTRIES INC: Amended and Restated Bylaws to address Universal Proxy Rules and make related changes (effective 2024-03-05).
“On March 5, 2024, in connection with Rule 14a-19 adopted by the U.S. Securities and Exchange Commission and related requirements (collectively, the “Universal Proxy Rules”) and a periodic review of the Bylaws of Flexsteel Industries, Inc. (“Flexsteel”), the Board of Directors (the “Board”) of Flexsteel amended and restated Flexsteel’s Bylaws (the “Amended and Restated Bylaws”), effective immediately.”
Hempacco Co., Inc.: 1-for-10 reverse stock split effected by filing Certificate of Change with Nevada Secretary of State; authorized shares reduced from 200M to 20M (effective 2024-03-13).
“Hempacco Co., Inc. (the “ Company ”), filed a Certificate of Change with the State of Nevada to effect a 1-for-10 reverse stock split”
QT IMAGING HOLDINGS, INC.: Company ceased being a shell company as a result of the business combination.
“As a result of the Business Combination, the Company ceased being a shell company.”
QT IMAGING HOLDINGS, INC.: Bylaws amended and restated to prohibit stockholder action by written consent.
“In connection with the Closing of the Business Combination, GigCapital5’s bylaws were amended and restated to prohibit stockholder action by written consent, which forces stockholder action to be taken at an annual or annual meeting of our stockholders.”
QT IMAGING HOLDINGS, INC.: Amended and restated certificate of incorporation to change company name, classify board, increase authorized capital, and other changes in connection with business combination (effective 2024-03-04).
“Immediately prior to the Closing of the Business Combination, GigCapital5’s amended and restated certificate of incorporation, dated March 4, 2024 (the “ Charter ”), was further amended and restated to: (a) change the post-combination company’s name to QT Imaging Holdings, Inc.; (b) classify and divide the Board into three classes, each with terms expiring at different times; (c) delete the second sentence in Article II and delete the prior provisions under, and references to, Article IX (Business Combination Requirements; Existence) of the prior amended and restated certificate of incorporation; (d) Increase the authorized share capital of the Company from (i) 100,000,000 shares of common stock and (ii) 1,000,000 shares of preferred stock, to 510,000,000 total shares, consisting of (X) 500,000,000 shares of common stock, and (Y) 10,000,000 shares of preferred stock; (e) amend certain terms in Article X (Corporate Opportunities) with respect to certain non-employee directors of the com”
Kingswood Acquisition Corp.: Filed seventh amendment to the second amended and restated certificate of incorporation (effective 2024-03-08).
“On March 8, 2024, Kingswood Acquisition Corp. (“we”, “us”, “our”, or the “Company”) filed a seventh amendment to the second amended and restated certificate of incorporation of the Company with the Secretary of the State of Delaware (the “Amendment”).”
Canoo Inc.: Amended certificate of incorporation to effect a 1-for-23 reverse stock split (effective 2024-03-08).
“On March 7, 2024, Canoo Inc. (the “Company”) filed a Certificate of Amendment (the “Certificate of Amendment”) to the Company’s Second Amended and Restated Certificate of Incorporation, as amended, with the Secretary of State of the State of Delaware to effect a 1-for-23 reverse stock split”
Fisker Inc./DE: Amendment to increase authorized shares of Class A Common Stock from 1,250,000,000 to 2,000,000,000 (effective 2024-03-07).
“The Company filed a Certificate of Amendment to its Second Amended and Restated Certificate of Incorporation (the “Charter Amendment”) with the Secretary of State of the State of Delaware on March 7, 2024 to reflect this amendment, which became effective immediately upon filing.”
LM FUNDING AMERICA, INC.: On March 7, 2024, the Company filed a Certificate of Amendment to its Certificate of Incorporation to effect a one-for-six reverse stock split of its common stock, effective March 12, 2024 (effective 2024-03-12).
“On March 7, 2024, 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.”
Avinger Inc: Filed amendment to Series E Convertible Preferred Stock certificate reducing beneficial ownership limitation (effective 2024-03-04).
“on March 4, 2024, the Company filed a Certificate of Amendment to the Certificate of Designation of Preferences, Rights and Limitations of Series E Convertible Preferred Stock (the “Series E Amendment”).”
Avinger Inc: Filed Certificate of Designation of Series A-1 Preferred Stock (effective 2024-03-04).
“on March 4, 2024, the Company filed the Series A-1 Certificate of Designation, designating shares of Series A-1 Preferred Stock.”
Avinger Inc: Filed Certificate of Designation of Series F Preferred Stock (effective 2024-03-04).
“on March 4, 2024, the Company filed the Series F Certificate of Designation, designating 7,224 shares of Series F Preferred Stock.”
Clean Vision Corp: Adoption of amended and restated bylaws reflecting current company name and corporate history (effective 2024-03-04).
“On March 4, 2024, the Board of Directors of Clean Vision Corporation (the “Company”) approved and adopted an amended and restated bylaws (the “Bylaws”), which, among other things, reflect the current name of the Company and provide for the corporate history of the Company.”
IMMUNIC, INC.: Increased authorized shares of common stock from 130,000,000 to 500,000,000 (effective 2024-03-06).
“the stockholders of Immunic, Inc. (the "Company") approved an amendment to Article Four, Part A of the Company's Amended and Restated Certificate of Incorporation to increase the total number of authorized shares of common stock, $0.0001 par value per share (the "Common Stock"), from 130,000,000 shares of Common Stock to 500,000,000 shares of Common Stock (the "Amendment"). The Amendment did not change the number of shares of preferred stock that the Company is authorized to issue. On March 5, 2024, the Company filed the Amendment with the Secretary of State of the State of Delaware, which became effective on March 6, 2024.”
Ambrx Biopharma, Inc.: Amended and restated bylaws in connection with merger effective time.
“In addition, pursuant to the terms of the Merger Agreement, as of the Effective Time, the Company’s bylaws, as in effect immediately prior to the Effective Time, were amended and restated in their entirety to conform to the bylaws of Merger Sub as in effect immediately prior to the Effective Time, except that references to Merger Sub’s name were replaced by references to the name of the Surviving Corporation and the indemnification provisions were conformed to the indemnification provisions of the Company’s bylaws as in effect immediately prior to the Effective Time (the “ Amended and Restated Bylaws ”).”
Ambrx Biopharma, Inc.: Amended and restated certificate of incorporation in connection with merger effective time.
“Pursuant to the terms of the Merger Agreement, as of the Effective Time, the Company’s certificate of incorporation, as in effect immediately prior to the Effective Time, was amended and restated in its entirety to be in the form of Annex A to the Merger Agreement (the “ Amended and Restated Certificate of Incorporation ”).”
Lakeshore Acquisition II Corp.: Expanded methods to avoid penny stock rules by removing net tangible asset requirement (effective 2024-03-05).
“On March 5, 2024, Lakeshore Acquisition II Corp. (“Lakeshore”) filed an Amendment (the “Charter Amendment”) to Lakeshore’s Amended and Restated Memorandum and Articles of Association to expand the methods that Lakeshore may employ to not become subject to the Securities and Exchange Commission’s “penny stock” rules by removing the net tangible asset requirement therein.”
KIDPIK CORP.: Amended Second Amended and Restated Certificate of Incorporation to effect a 1-for-5 reverse stock split (effective 2024-03-07).
“On March 4, 2024, we filed a Certificate of Amendment to our Second Amended and Restated Certificate of Incorporation (the “ Certificate of Amendment ”) with the Secretary of State of the State of Delaware to affect the Reverse Stock Split.”
FLYEXCLUSIVE INC.: Filed Series A Certificate of Designation (effective 2024-03-04).
“On March 4, 2024, in connection with the Agreement, the Company filed the Series A Certificate of Designation with the Secretary of State of the State of Delaware.”
Texas Pacific Land Corp: Increased total authorized shares of capital stock from prior amount to 47,536,936 shares (1,000,000 preferred and 46,536,936 common) (effective 2024-03-01).
“On March 1, 2024, Texas Pacific Land Corporation (the “Company”) filed a Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of the Company (the “Amendment”) with the Secretary of State of the State of Delaware. Pursuant to the Amendment, Section 4.1(A) of Article IV of the Second Amended and Restated Certificate of Incorporation of the Company was amended and restated to provide that the total number of shares of capital stock of the Company be increased to 47,536,936 shares of capital stock, consisting of 1,000,000 shares of preferred stock, par value $0.01 per share, and 46,536,936 shares of common stock, par value $0.01 per share (“common stock”).”
CISO Global, Inc.: Amended Certificate of Incorporation to effect a one-for-fifteen reverse stock split (effective 2024-03-07).
“On March 7, 2024, CISO Global, Inc. (the “Company”), effected a one-for-fifteen reverse stock split (“Reverse Stock Split”) of the Company’s common stock, par value $0.00001 (the “Common Stock”) on The Nasdaq Stock Market LLC (“Nasdaq”), upon the close of the market.”
Alzamend Neuro, Inc.: Filed Certificate of Elimination for Series A Convertible Preferred Stock, removing its designation from the Certificate of Incorporation (effective 2024-03-01).
“on March 1, 2024, the Company filed with the Secretary of State of the state of Delaware, a Certificate of Elimination of the Certificate of Designations of Preferred Stock of Alzamend Neuro, Inc. (the “ Certificate of Elimination ”), with respect to the Company’s Series A convertible preferred stock, par value $0.0001 per share (“ Series A Convertible Preferred Stock ”).”
Alzamend Neuro, Inc.: Filed Amended and Restated Certificate of Designations for Series B Preferred Stock to correct references and clarify voting rights (effective 2024-03-01).
“On March 1, 2024, the Company filed with the Secretary of State of the state of Delaware an Amended and Restated Certificate of Designations of Preferences, Rights and Limitations of the Series B Preferred Stock (the “ Amended and Restated Certificate of Designations ”).”
Outlook Therapeutics, Inc.: Increased authorized common stock from 425,000,000 to 1,200,000,000 shares (effective 2024-03-07).
“the stockholders of Outlook Therapeutics, Inc. (the “Company”) approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the authorized number of shares of the Company’s common stock from 425,000,000 to 1,200,000,000 shares.”
TILLY'S, INC.: Amended and restated bylaws to remove certain disclosure requirements related to stockholder nominations and proposals, including 'acting in concert' provisions and certain disclosure obligations, along with clarifying, technical and conforming changes (effective 2024-03-01).
“On and effective March 1, 2024, the Board of Directors of Tilly’s, Inc. (the “Company”) approved and adopted the Company’s Fourth Amended and Restated Bylaws (the “Bylaws”), which amended and restated the Company’s existing bylaws to, among other things, remove certain disclosure requirements related to stockholder nominations of directors and submissions of stockholder proposals, including removing the “acting in concert” provisions and certain disclosure obligations related to fees and interests previously contained in the Company’s bylaws, and certain other clarifying, technical and conforming changes.”
Avinger Inc: Filed Certificate of Amendment to Series E Certificate of Designation, reducing the beneficial ownership limitation from 19.99% to 9.99% and modifying notice requirements for changes (effective 2024-03-04).
“on March 4, 2024, the Company filed a Certificate of Amendment to the Certificate of Designation of Preferences, Rights and Limitations of Series E Convertible Preferred Stock (the “Series E Amendment”).”
Avinger Inc: Filed Certificate of Designation for Series A-1 Preferred Stock, establishing its conversion price and related terms (effective 2024-03-04).
“on March 4, 2024, the Company filed the Series A-1 Certificate of Designation, designating shares of Series A-1 Preferred Stock.”
Avinger Inc: Filed Certificate of Designation for Series F Preferred Stock, establishing its terms including dividend, conversion, liquidation preference, voting cap, and protective provisions (effective 2024-03-04).
“on March 4, 2024, the Company filed the Series F Certificate of Designation, designating 7,224 shares of Series F Preferred Stock.”
CITIGROUP INC: Established a new series of preferred stock, 7.200% Fixed Rate Reset Noncumulative Preferred Stock, Series BB, by filing a Certificate of Designations that amended the Restated Certificate of Incorporation (effective 2024-03-05).
“On March 5, 2024, Citigroup Inc. filed a Certificate of Designations with the Secretary of State of the State of Delaware, establishing the designations, preferences, powers and rights of the shares of a new series of Citigroup preferred stock, 7.200% Fixed Rate Reset Noncumulative Preferred Stock, Series BB. The Certificate of Designations amended Citigroup’s Restated Certificate of Incorporation, as amended, and was effective immediately on filing.”
Alto Ingredients, Inc.: Amended and restated bylaws to revise advance notice provisions, adopt universal proxy rules, require white proxy card for solicitors, update technical changes per Rule 14a-19, eliminate stockholder list examination requirement, and establish exclusive federal forum for Securities Act claims (effective 2024-02-29).
“On February 29, 2024, the Board of Directors (the “Board”) of Alto Ingredients, Inc. (the “Company”) approved and adopted amended and restated bylaws (the “Amended and Restated Bylaws”) of the Company, effective immediately.”
Kinetic Seas Inc.: Company no longer qualifies as a shell company after entering AI hosting business and raising capital (effective 2023-12-14).
“Item 5.06 Change in Shell Company Status On December 14, 2023, the Board of Directors of the Company approved a resolution to enter the business of artificial intelligence hosting, research & development, and consulting, and since has entered into a number of contracts and raised a material amount of capital from the private placement of its common stock to capitalize the business. As a result, the Company believes it no longer qualifies as a shell company.”
Kinetic Seas Inc.: Name change from Bellatora, Inc. to Kinetic Seas Incorporated (effective 2024-01-19).
“On January 19, 2024, the Bellatora, Inc. filed an amendment to its Articles of Incorporation with the State of Colorado to change its name to "Kinetic Seas Incorporated." The amendment was effective on filing.”
Piermont Valley Acquisition Corp: Amended memorandum and articles of association to extend business combination deadline to March 3, 2025 and allow board to elect earlier winding up (effective 2024-02-29).
“a proposal to amend, by special resolution, the Company’s amended and restated memorandum and articles of association, as amended (the “ Extension Amendment ”) (a) to extend the date by which the Company would be required to consummate a business combination from March 3, 2024 to March 3, 2025 and (b) to permit the Company’s board of directors (the “ Board ”), in its sole discretion, to elect to wind up the Company’s operations on an earlier date than March 3, 2025 (including prior to March 3, 2024) (the “ Extension Amendment Proposal ”)”
Transocean Ltd.: Amended Articles of Association to reflect increased share capital from prior issuance of 19,100,582 shares to a wholly-owned subsidiary (effective 2024-03-01).
“On March 1, 2024, the Articles of Association of Transocean Ltd. (the “Company”) were amended (as amended, the “Articles of Association”) to reflect changes in the Company’s total issued share capital resulting from the previous issuance of 19,100,582 Company shares to one of the Company’s wholly-owned subsidiaries, which are being used primarily in connection with the Company’s share delivery obligations from time to time pursuant to its equity benefits plans.”
PALISADE BIO, INC.: Amended and restated bylaws to remove classified board structure and provide for annual election of all directors, effective at 2024 annual meeting (effective 2024-02-29).
“On February 29, 2024, the Board adopted amended and restated bylaws (the “Amended and Restated Bylaws”) for the purpose of removing the Company’s classified Board structure and to provide for the annual election of all members of the Board.”
LAZARD GLOBAL TOTAL RETURN & INCOME FUND INC: Removed Article II Section 14 (Maryland Control Acquisition Act) and revised Article XIV (Exclusive Forum) (effective 2024-02-28).
“On February 28, 2024, the Fund’s By-Laws were amended to: (i) remove Article II Section 14 Maryland Control Acquisition Act from the By-Laws and (ii) revise Article XIV Exclusive Forum for Certain Litigation.”
Peak Bio, Inc.: Amended bylaws to add exclusive forum provisions, designating Delaware Chancery Court for internal claims and federal district court for Securities Act claims (effective 2024-03-03).
“the Board of Directors of the Company approved an amendment to the Amended and Restated Bylaws of the Company (the " Bylaws Amendment "), which became effective immediately. The Bylaws Amendment requires that, unless the Company consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer, employee or stockholder (including a beneficial owner) of the Company to the Company or the Company’s stockholders, (iii) any action asserting a claim against any director, officer, employee or stockholder (including a beneficial owner) of the Company arising under any provision of the Delaware General Corporation Law (" DGCL ") or the bylaws or the certificate of incorporation of the Company, or (iv) any action asserting a claim governed by the internal affairs doctrine shall, to the fullest extent pe”
APi Group Corp: APi Group Corp filed a Certificate of Elimination to remove all matters related to the 5.5% Series B Perpetual Convertible Preferred Stock from its certificate of incorporation, following conversion of all outstanding Series B Preferred Stock into common stock (effective 2024-03-05).
“On March 5, 2024, the Company filed with the Delaware Secretary of State a Certificate of Elimination of 5.5% Series B Perpetual Convertible Preferred Stock of the Company (the “Certificate of Elimination”) which eliminated all matters set forth in the Certificate of Designation of 5.5% Series B Perpetual Convertible Preferred Stock from the Company’s certificate of incorporation.”
Aptevo Therapeutics Inc.: Amended certificate of incorporation to effect a 1-for-44 reverse stock split (effective 2024-03-05).
“On March 4, 2024, the Company filed a Certificate of Amendment of Amended and Restated Certificate of Incorporation (the “Amendment”) with the Secretary of State of the State of Delaware to effect a 1-for-44 reverse stock split of the Company’s outstanding common stock. The Amendment was effective at 5:01 p.m. Eastern Time on March 5, 2024 (the “Effective Time”).”
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.