Governance Changes

NIKA PHARMACEUTICALS, INC: Increased authorized Preferred A stock from 10,000,000 to 15,000,000 (effective 2024-03-04).

“Pursuant to the terms of the Agreement and Plan of Merger and the approval of the company’s board of directors and shareholders, Nika Pharmaceuticals, Inc. has filed an Amendment to the Articles of Incorporation to increase the number of authorized Preferred A stock from 10,000,000 to 15,000,000, effective as of March 4, 2024 when the amendment was filed with the Colorado Secretary of State.”

ARCBEST CORP /DE/: Amended bylaws to adopt majority vote standard for uncontested director elections, clarify resignation policy, lower amendment voting threshold to majority, and make technical changes (effective 2024-02-29).

“on February 29, 2024, the Board approved and adopted the Eighth Amended and Restated Bylaws (as amended and restated, the “Bylaws”), effective immediately. The Bylaws were amended to: (i) adopt a majority of votes cast standard for uncontested director elections (while retaining a plurality standard in contested elections); (ii) clarify the director resignation policy in uncontested elections; (iii) lower the voting requirement to amend the Bylaws at any annual or special meeting of the stockholders from 75% to a majority of the shares of stock issued and outstanding and entitled to vote thereat; and (iv) make various technical and other changes to conform to the foregoing and applicable law.”

TREASURE GLOBAL INC: Certificate of Amendment to Certificate of Incorporation effecting a 1-for-70 reverse stock split (effective 2024-02-22).

“Treasure Global Inc (the “Company”) filed on February 22, 2024, a Certificate of Amendment to the Certificate of Incorporation, as amended, of the Company with the Secretary of State of the State of Delaware (the “Certificate of Amendment”) that provides for a 1-for-70 reverse stock split (the “Split”) of its shares of common stock, par value $0.00001 per share, that became effective at 12:00 a.m. on February 27, 2024.”

1606 CORP.: Filed Certificate of Designation creating Series B Super Voting Preferred Stock, establishing rights and preferences (effective 2024-02-20).

“On February 20, 2024, the Board of Directors of the Company approved the filing of an amendment to the Company’s Certificate of Incorporation (the “ Certificate of Incorporation ”), in the form of a Certificate of Designation that authorized for issuance of up to 100 shares of a new series of Preferred Stock, par value $0.0001 per share, of the Company designated “Series B Super Voting Preferred Stock” and established the rights, preferences and limitations thereof.”

Catcha Investment Corp: Amended articles to extend deadline for business combination up to three months (effective 2024-02-16).

“to consider and vote upon a proposal to approve a special resolution to amend Catcha’s amended and restated memorandum and articles of association to provide Catcha’s board of directors the ability to extend the date by which Catcha must (1) consummate an initial business combination, (2) cease its operations except for the purpose of winding up if it fails to complete such business combination, and (3) redeem all of Catcha’s Class A ordinary shares included as part of the units sold in Catcha’s initial public offering that was consummated on February 17, 2021 from February 17, 2024 up to three times by one month each to March 17, 2024, April 17, 2024, or May 17, 2024”

Terran Orbital Corp: Certificate of Designations of Series A Junior Participating Preferred Stock filed, designating 600,000 Preferred Shares (effective 2024-03-04).

“the Board approved a Certificate of Designations of Series A Junior Participating Preferred Stock designating 600,000 Preferred Shares. The Company filed the Certificate of Designations for the Preferred Shares on March 4, 2024 with the Secretary of State of the State of Delaware and the Certificate of Designations became effective on such date.”

Sizzle Acquisition Corp.: Adoption of amended and restated certificate of incorporation in connection with the Business Combination, effective at the close of the merger (effective 2024-02-27).

“Sizzle adopted an amended and restated certificate of incorporation which are substantially in the form as described in the Proxy Statement, in accordance with Sizzle becoming a wholly-owned subsidiary of Pubco in connection with the Merger.”

Northern Star Investment Corp. II: Removed SPAC-related provisions from the amended and restated certificate of incorporation, including the requirement to cancel Class A common stock sold in the IPO after trust account distribution (effective 2024-02-27).

“On February 27, 2024, the Company filed the amendment to its amended and restated certificate of incorporation with the Secretary of State of the State of Delaware.”

SEMrush Holdings, Inc.: Amended Second Amended and Restated Bylaws to adopt Third A&R Bylaws, including updates for universal proxy rules, stockholder proposal requirements, and ministerial changes (effective 2024-02-29).

“On February 29, 2024, based on the recommendation of the nominating and corporate governance committee of the Board of Directors (the “Board”) of the Company, in connection with the new Securities and Exchange Commission rules and changes to the Exchange Act, regarding universal proxy cards, certain recent changes to the Delaware General Corporation Law, and a periodic review of corporate governance matters, the Board approved amendments to the Company’s Second Amended and Restated Bylaws, as amended (the “Third A&R Bylaws”), effective immediately.”

Owlet, Inc.: Filing of Certificate of Designation for Series B Convertible Preferred Stock establishing terms, rights, obligations and preferences (effective 2024-02-29).

“In connection with the completion of the Private Placement, on the Closing Date, the Company filed the Certificate of Designation of Series B Convertible Preferred Stock (the “Certificate of Designation”) of the Company, a copy of which is filed as Exhibit 3.1 hereto and is incorporated herein by reference, with the Secretary of State of the State of Delaware to establish the terms, rights, obligations and preferences of the Series B Preferred Stock. The Certificate of Designation became effective upon the filing with the Secretary of State of the State of Delaware on the Closing Date.”

TruBridge, Inc.: Amended and restated bylaws solely to reflect the name change to TruBridge, Inc (effective 2024-03-04).

“The Company, by action of the Board, also amended and restated its Amended and Restated Bylaws dated October 26, 2022 (the “Bylaws”), solely to reflect the Name Change (as newly amended, the “Amended and Restated Bylaws dated March 4, 2024”).”

TruBridge, Inc.: Amended certificate of incorporation to change company name from Computer Programs and Systems, Inc. to TruBridge, Inc (effective 2024-03-04).

“Effective March 4, 2024, Computer Programs and Systems, Inc. (the “Company”) changed its name to TruBridge, Inc. (the “Name Change”). The Name Change was approved by the Company’s Board of Directors (the “Board”) and was effectuated through the filing of a Certificate of Amendment (the “Certificate of Amendment”) to the Company’s Certificate of Incorporation (the “Certificate of Incorporation”) previously filed with the Delaware Secretary of State.”

Childrens Place, Inc.: Added position of Chairman-Elect with same authorities as Chairman and designated Delaware as exclusive jurisdiction for legal actions (effective 2024-02-29).

“On February 29, 2024, the Board approved and adopted an amendment to the Company’s Seventh Amended and Restated Bylaws (the “Bylaw Amendment”), which became effective the same day, to provide for the position of Chairman-Elect of the Board with the same authorities, rights, responsibilities and roles as the Chairman of the Board, and thus permit Mr. AlRajhi to be appointed as the Chairman-Elect in accordance with the Letter Agreement. The Bylaw Amendment also establishes that the State of Delaware shall be the sole and exclusive jurisdiction for any legal actions related to the Company.”

HEALTHPEAK PROPERTIES, INC.: Increased maximum number of directors to thirteen (effective 2024-02-28).

“to increase the maximum number of directors of the Board to thirteen members”

HEALTHPEAK PROPERTIES, INC.: Increased authorized shares of common stock from 750,000,000 to 1,500,000,000 (effective 2024-02-29).

“increases the authorized number of shares of Healthpeak Common Stock from a total of 750,000,000 to 1,500,000,000.”

MYERS INDUSTRIES INC: Adopted amended and restated Code of Ethics & Business Conduct (effective 2024-03-01).

“On February 29, 2024, the Board of Directors (the "Board") of Myers Industries, Inc. ("Myers" or the "Company") approved and adopted an amended and restated Code of Ethics & Business Conduct (the "Amended Code").”

Calidi Biotherapeutics, Inc.: Amended Article II, Section 2.8 to change quorum requirement for stockholder meetings from a majority to one-third of voting power (effective 2024-02-28).

“Article II, Section 2.8 of the Bylaws was amended to modify the quorum required for the transaction of business at a meeting of stockholders of the Company to provide that the holders of one-third (1/3) in voting power of the stock issued and outstanding and entitled to vote, present in person, or by remote communication, if applicable, or represented by proxy, will constitute a quorum for the transaction of business at such meeting, except as otherwise provided by applicable law, the Certificate of Incorporation or the Bylaws.”

Trump Media & Technology Group Corp.: Added Section 9.16 to Article IX designating the U.S. District Court for the Southern District of Florida as the exclusive federal forum for Exchange Act and Securities Act claims (effective 2024-02-29).

“On February 29, 2024, the Board of Directors of Digital World Acquisition Corp., a Delaware corporation (“ Digital World ” or the “ Company ”), with its principal place of business in Miami, Florida, approved, in supplement to, not in replacement of any applicable provisions in the Company’s Certificate of Incorporation, an amendment to the Company’s bylaws to add a new Section 9.16 to Article IX pursuant to which the Company selects the federal district courts of the United States of America, and specifically the United States District Court for the Southern District of Florida to be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Exchange Act, Securities Act of 1933, as amended (the “ Securities Act ”), or the rules and regulations promulgated under the Exchange Act or Securities Act.”

Virpax Pharmaceuticals, Inc.: Amended certificate of incorporation to effect a 1-for-10 reverse stock split (effective 2024-03-01).

“on February 29, 2024, the Company filed a Certificate of Amendment to the Amended and Restated Certificate of Incorporation (the "Amendment") with the Secretary of State of the State of Delaware to effect the reverse stock split, with an effective time (the "Effective Time") of 12:01 a.m. Eastern Time on March 1, 2024”

Jaguar Health, Inc.: Filed Certificate of Designation for Series J Preferred Stock with Delaware Secretary of State on March 1, 2024, effective upon filing, authorizing 200 shares of Series J Preferred Stock (effective 2024-03-01).

“Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. Series J Certificate of Designation As disclosed under Items 1.01 and 3.02 above, in connection with the CVP Exchange Transaction, the Company agreed to issue shares of Series J Preferred Stock to Streeterville. The preferences, rights, limitations and other matters relating to the Series J Preferred Stock are set forth in the Certificate of Designation, which the Company filed with the Secretary of State of the State of Delaware on March 1, 2024. The Certificate of Designation became effective with the Secretary of State of the State of Delaware upon filing.”

Braemar Hotels & Resorts Inc.: Reduced quorum required for matters proposed by the Board at annual meetings from a majority to at least one-third of votes entitled to be cast (effective 2024-02-27).

“On February 27, 2024, Braemar Hotels and Resorts Inc. (the “Company”), by resolution of its board of directors (the “Board”), adopted Amendment No. 1 to the Fifth Amended and Restated Bylaws of the Company (the “Bylaw Amendment”) for purposes of reducing the quorum required for any matter proposed by the Board at an annual meeting of stockholders called by the Board from a majority to at least one-third of all votes entitled to be cast at such meeting, as permitted under the Maryland General Corporation Law.”

Luther Burbank Corp: Luther Burbank's articles of incorporation and bylaws ceased to be in effect due to merger with WaFd.

“At the Effective Time, Luther Burbank’s Articles of Incorporation and Amended and Restated Bylaws ceased to be in effect by operation of law.”

Edgio, Inc.: On February 29, 2024, Edgio, Inc. filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation effecting a one-for-forty (1-for-40) reverse stock split, which became effective on March 1, 2024 (effective 2024-03-01).

“On February 29, 2024, Edgio, Inc. (the “Company”), filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation (the “Charter”), with the Secretary of State of the State of Delaware effecting a one-for-forty (1-for-40) reverse stock split (the “Reverse Stock Split”) of the Company’s common stock, par value $0.001 (the “Common Stock”) (the “Certificate of Amendment”). The Certificate of Amendment became effective on March 1, 2024.”

ASHFORD HOSPITALITY TRUST INC: Adopted Amendment No. 7 to the Second Amended and Restated Bylaws to reduce the quorum requirement solely for the 2024 annual meeting from a majority to at least one-third of all votes entitled to be cast, and to remove the age-70 mandatory retirement limitation for directors (effective 2024-02-27).

“On February 27, 2024, Ashford Hospitality Trust, Inc. (the “Company”), by resolution of its board of directors (the “Board”), adopted Amendment No. 7 to the Second Amended and Restated Bylaws of the Company (the “Bylaw Amendment”). The Bylaw Amendment reduced the quorum required solely for the 2024 annual meeting of the Company’s stockholders from a majority to at least one-third of all votes entitled to be cast at such meeting, as permitted under the Maryland General Corporation Law.”

Corner Growth Acquisition Corp.: Amendment to Articles to extend business combination deadline from March 20, 2024 to June 30, 2024 (effective 2024-02-29).

“On February 29, 2024, Corner Growth Acquisition Corp. (the “Company”) held an Extraordinary General Meeting (the “Extraordinary General Meeting”), and in connection therewith the Company will fill with the Registrar of Companies of the Cayman Islands (“Registrar”) an amendment (the “Amendment”) to its Amended and Restated Memorandum and Articles of Association (the “Articles”) to extend the date that the Company has to consummate a business combination from March 20, 2024 to June 30, 2024 (the “Extended Date”) or such earlier date as shall be determined by the Company’s board of directors (the “Board”).”

Presto Automation Inc.: Increased authorized shares of Common Stock from 180,000,000 to 100,000,000,000 (effective 2024-02-26).

“The Amendment increased the number of authorized shares of Common Stock, of the Company from 180,000,000 shares to 100,000,000,000 shares.”

FG Nexus Inc.: Company amended its Amended and Restated Articles of Incorporation to change its name to Fundamental Global Inc (effective 2024-02-29).

“On February 29, 2024, the Company amended its Amended and Restated Articles of Incorporation to change its name to Fundamental Global Inc.”

Rein Therapeutics, Inc.: Increased authorized shares of common stock from 45,000,000 to 100,000,000 (effective 2024-02-28).

“The Company filed the Certificate of Amendment to implement the increase in the number of authorized shares, which was effective upon filing, with the Secretary of State of the State of Delaware on February 28, 2024.”

Astrana Health, Inc.: Amended and Restated Bylaws approved, adding procedural mechanics for stockholder nominations, universal proxy rules, white proxy card reservation, and updates for Delaware law compliance (effective 2024-02-28).

“On February 28, 2024, the Board of Directors (the “Board”) of Astrana Health, Inc. (the “Company”) approved the amendment and restatement of the Company’s Restated Bylaws (as amended and restated, the “Amended and Restated Bylaws”), which became effective immediately upon adoption.”

Signing Day Sports, Inc.: Filed the Second Amended and Restated Certificate of Incorporation to authorize blank check preferred stock (effective 2024-02-27).

“on February 27, 2024, the Company filed the Second Amended and Restated Certificate of Incorporation (the “Second Amended and Restated Certificate”) with the Secretary of State of the State of Delaware, which became effective on February 27, 2024, to effect the Blank Check Preferred Stock Authorization.”

Nocturne Acquisition Corp: Shareholders approved an amendment to the Amended and Restated Memorandum and Articles of Association to delete net tangible asset requirements that would prevent consummation of a business combination or redemptions if NTAs fell below $5,000,001 (effective 2024-02-22).

“the Company’s shareholders approved an amendment to the Company’s Amended and Restated Memorandum and Articles of Association (the “ Charter ”, and such amendment the “ NTA Requirement Amendment ”) to delete: (i) the limitations that the Company shall not consummate a business combination (as defined in the Charter) if it would cause the Company’s net tangible assets (“ NTAs ”) to be less than $5,000,001; and (ii) the limitations that the Company shall not redeem or repurchase its ordinary shares in an amount that would cause the Company’s NTAs to be less than $5,000,001 following such redemptions or repurchases, as applicable.”

ARYA Sciences Acquisition Corp IV: Amended articles of association to extend business combination deadline from March 2, 2024 to April 2, 2024, with optional monthly extensions up to March 2, 2025 (effective 2024-02-27).

“to approve an amendment to ARYA’s amended and restated memorandum and articles of association”

Avantor, Inc.: Amended and restated bylaws to update director nomination and proxy solicitation rules, remove stockholder list requirement, clarify indemnification, and make ministerial changes (effective 2024-02-23).

“The Board of Directors (the “Board”) of Avantor, Inc. (the “Company”) adopted the fourth amended and restated bylaws of the Company (the “Bylaws”) on February 23, 2024.”

FORUM MARKETS Inc: Amendment to Second Amended and Restated Certificate of Incorporation to effect a 1-for-19 reverse stock split of common stock, effective February 28, 2024 at 12:01 a.m. Eastern Time (effective 2024-02-28).

“On February 26, 2024, we filed a Certificate of Amendment to our Second Amended and Restated Certificate of Incorporation, as amended (the “ Certificate of Amendment ”) with the Secretary of State of the State of Delaware to effect the Reverse Stock Split.”

Phunware, Inc.: Approved a one-for-fifty reverse stock split of common stock via amendment to Certificate of Incorporation (effective 2024-02-26).

“On February 23, 2024, Phunware, Inc. (the “Company”) filed a Certificate of Amendment (the “Amendment”) to the Company’s Certificate of Incorporation with the Delaware Secretary of State to effect a reverse stock split of the Company’s common stock at a ratio of one-for-fifty (the “Reverse Stock Split”) , effective at 5:00 p.m. Eastern Time on February 26, 2024 (the “Effective Time”).”

Jingbo Technology, Inc.: The Board approved a change in the Company's fiscal year end from May 31 to the last day of February, effective immediately (effective 2024-02-28).

“On February 28, 2024, the board of directors (the “ Board ”) of Jingbo Technology, Inc., a Nevada corporation (the “ Company ”), in accordance with the Company’s bylaws, approved a change in the Company’s fiscal year end from May 31 to the last day of February, effective immediately for the current fiscal year, and for all subsequent years until such time as the Board resolves to amend such fiscal year end.”

First America Resources Corp: The Company changed its status from non-shell to shell company as of February 26, 2024 (effective 2024-02-26).

“On February 26, 2024, the Company decided that the prior reported change was inappropriate and would now report going forward that it is a shell company and accordingly will also file amended quarterly reports and the annual report for the year ended June 30, 2023 to reflect the Company’s shell status.”

ZEVRA THERAPEUTICS, INC.: Amended and restated bylaws effective February 22, 2024 to address universal proxy rules, update stockholder nomination and proposal disclosure, and require proxy card color distinction (effective 2024-02-22).

“On February 22, 2024, the board of directors (the “Board”) of Zevra Therapeutics, Inc. (the “Company”) approved and adopted the Company’s amended and restated bylaws (the “Amended and Restated Bylaws”) which became effective the same day.”

Legacy IMBDS, Inc.: Company's fiscal year end changed to the Effective Date of the Plan.

“on the Effective Date the Company’s fiscal year end will be changed to the Effective Date”

OLD NATIONAL BANCORP /IN/: Amended voting standard for shareholder meetings to a majority-of-votes-cast standard other than director elections, set board size to 15 after a director retirement, eliminated Vice Chairman as a required officer, and removed post-merger governance provisions from Article IX (effective 2024-02-21).

“At a meeting on February 21, 2024, the Board of Directors (the “Board”) of Old National Bancorp (the “Company” or “Old National”) unanimously approved and adopted, effective as of February 21, 2024, certain amendments to the By-Laws of the Company.”

MARCUS CORP: Amended bylaws to align with SEC universal proxy rules under Rule 14a-19 and clarify annual meeting procedures (effective 2024-02-22).

“On February 22, 2024, the Board of Directors of the Company approved amendments to the by-laws (as amended, the “By-laws”), of the Company to align the By-laws with SEC’s new requirements regarding universal proxies pursuant to Rule 14a-19 and provide clarity around the processes and procedures for the Company’s annual meeting of shareholders.”

FNB CORP/PA/: Removed provision requiring nominating shareholder to disclose plans to nominate directors at other entities (effective 2024-02-21).

“The Board of Directors (the “Board”) of F.N.B. Corporation (“F.N.B.”) has adopted a procedural amendment to F.N.B.’s Bylaws, effective February 21, 2024 (as so amended, the “Bylaws”). The amendment removes from the Bylaws the provision that the nominating shareholder disclose any plans or proposals to nominate directors at any corporation or other entity with a class of equity securities registered pursuant to the Securities Exchange Act of 1934, as amended, whether or not trading in such securities has been suspended.”

Revelstone Capital Acquisition Corp.: Extended the deadline to complete a business combination to May 21, 2024 (effective 2024-02-21).

“filed an amendment to its second amended and restated certificate of incorporation (the “ Charter ”) with the Delaware Secretary of State on February 21, 2024 (the “ Charter Amendment ”), giving the Company the right to extend the date by which it has to complete a business combination to May 21, 2024.”

Everest Consolidator Acquisition Corp: Amended charter to extend the combination period from February 28, 2024 to August 28, 2024, allowing up to six additional monthly extensions (effective 2024-02-26).

“On February 26, 2024, to effectuate the Extension Amendment, the Company filed an amendment (the “Extension Amendment”) to the Company’s Amended and Restated Certificate of Incorporation (as amended, the “Charter”) with the Secretary of State of the State of Delaware.”

Sizzle Acquisition Corp.: Approved amendment to remove net tangible asset redemption limitation from certificate of incorporation.

“the stockholders of Sizzle approved amendments (collectively, the “NTA Amendment”) to Sizzle's amended and restated certificate of incorporation (the “Existing Charter”) to remove the requirements contained in the Existing Charter limiting Sizzle's ability to redeem common stock and consummate an initial business combination if such redemptions would cause Sizzle to have less than $5,000,001 in net tangible assets”

Sharecare, Inc.: Extended the deadline for notice of director nominations for the 2024 annual meeting to March 31, 2024 (effective 2024-02-22).

“On February 22, 2024, the Board of Directors of Sharecare, Inc. (the “Company”) approved an amendment (the “Amendment”) to the Company’s Amended and Restated Bylaws to extend the deadline for notice of director nominations for consideration at the 2024 annual meeting of stockholders of the Company (the “2024 Annual Meeting”) to March 31, 2024.”

Cenntro Inc.: Adopted a code of ethics and business conduct.

“On the Implementation Date, the Company adopted a code of ethics and business conduct (the “ Code ”)”

Cenntro Inc.: Amended and restated bylaws approved in connection with redomiciliation.

“the Company’s Board approved the Company’s Articles and amended and restated bylaws (the “ Bylaws ”)”

AUDDIA INC.: Certificate of Amendment to effect a one-for-twenty five reverse stock split (effective 2024-02-23).

“On February 23, 2024, Auddia Inc. (the "Company") filed a Certificate of Amendment to the Certificate of Incorporation of the Company (the "Certificate of Amendment") with the Secretary of State of the State of Delaware to effect a reverse stock split of the Company’s common stock at a ratio of one-for-twenty five.”

TransUnion: Amended and restated bylaws to add proxy access provisions for stockholders owning 3% or more of common stock continuously for at least three years, allowing nomination of up to 20% of the Board or two members, whichever is greater (effective 2024-02-21).

“On February 21, 2024, the Board, acting upon the recommendation of the Nominating and Corporate Governance Committee of the Board, approved and adopted amended and restated bylaws of the Company (the “Fifth Amended and Restated Bylaws”), which became effective the same day, to implement proxy access.”