Charter, bylaw, and control-related changes under 8-K Items 5.03/5.05/5.06.
First Foundation Inc.: Amended and restated bylaws to implement additional notice requirements for director nominations under Rule 14a-19, including certification and presence at meeting, and ministerial, clarifying, conforming, and technical changes related to the DGCL (effective 2024-02-27).
“On February 27, 2024, the Board of Directors (the “Board”) of First Foundation Inc. (“Company”) amended and restated the Company’s bylaws (the “Amended Bylaws”), effective immediately.”
Edgio, Inc.: Amended certificate of incorporation to effect a 1-for-40 reverse stock split (effective 2024-03-01).
“On March 1, 2024, Edgio, Inc. (the “Company”) will file a Certificate of Amendment to its Amended and Restated Certificate of Incorporation (the “Charter”), 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 per share (the “Common Stock”) (the “Certificate of Amendment”).”
Avery Dennison Corp: Amended and restated bylaws to make various changes including registered office, advance notice procedures, voting standard for contested elections, director count, indemnification, and adoption amendment procedures (effective 2024-02-22).
“Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On February 22, 2024, the Board amended and restated the Company’s bylaws, effective as of that date (as so amended and restated, the “Amended and Restated Bylaws”), to, among other things: • Amend the provision governing the location of the Company’s registered office to provide that the registered office of the Company shall be fixed in the Company’s certificate of incorporation; • As to a stockholder’s obligation to update and supplement such stockholder’s notice of director nominations and proposals of business, clarify that such updated information shall not limit the Company’s rights with respect to any deficiencies in any notice, to extend any applicable deadlines or to permit a stockholder to amend or update any proposal or to submit a new proposal; • Specify the time period for determining whether a contested election exists for purposes of the voting standard for the election of directors; •”
RayzeBio, Inc.: Bylaws amended and restated in their entirety pursuant to Merger Agreement at Effective Time.
“the Company’s certificate of incorporation and bylaws were amended and restated in their entirety, as set forth in Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.”
RayzeBio, Inc.: Certificate of incorporation amended and restated in its entirety pursuant to Merger Agreement at Effective Time.
“the Company’s certificate of incorporation and bylaws were amended and restated in their entirety, as set forth in Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.”
Owlet, Inc.: Filed Certificate of Designation for Series B Preferred Stock.
“In connection with the closing of the Private Placement, the Company will file the Certificate of Designation with the Secretary of State of the State of Delaware on the Closing Date setting forth the terms, rights, obligations and preferences of the Series B Preferred Stock.”
FARADAY FUTURE INTELLIGENT ELECTRIC INC.: Second amendment to the Charter to effect a 1:3 reverse stock split and reduce authorized shares to 463,312,500 (effective 2024-02-29).
“On February 23, 2024, Faraday Future Intelligent Electric Inc. (the “Company”) filed a second amendment (the “Certificate of Amendment”) to the Company’s Third Amended and Restated Certificate of Incorporation (as amended, the “Charter”) with the Secretary of State of the State of Delaware to effect a reverse stock split at a ratio of 1:3 (the “Reverse Stock Split”) and to set the number of authorized shares of common stock, par value $0.0001 per share, of the Company (the “Common Stock”) to 463,312,500 (which is 1,389,937,500 divided by 3).”
Celularity Inc: Approved and filed a certificate of amendment to effect a 1-for-10 reverse stock split of Class A common stock (effective 2024-02-28).
“Celularity filed a certificate of amendment to the Charter, or the Certificate of Amendment, with the Secretary of State of the State of Delaware on February 22, 2024, which will take effect at 5:00 p.m. (Eastern Time) on February 28, 2024, and following which each ten shares of Common Stock issued and outstanding immediately prior thereto will be automatically reclassified, combined, converted and changed into one share of Common Stock, or the Reverse Stock Split.”
Zeo ScientifiX, Inc.: Changed company name from Organicell Regenerative Medicine, Inc. to Zeo ScientifiX, Inc (effective 2024-02-20).
“The Company has filed an Amendment to its Articles of Incorporation (the “ Amendment ”) with the Secretary of State of Nevada, changing its name from “ Organicell Regenerative Medicine, Inc. ” to “ Zeo ScientifiX, Inc. ” effective February 20, 2024.”
Horizon Technology Finance Corp: Deleted Section 2.7 of Article II to clarify that stockholders may take written action in lieu of a meeting (effective 2024-02-23).
“The New Bylaws delete, in its entirety, Section 2.7 of Article II of the Previous Bylaws in order to make clear that the New Bylaws do not prohibit stockholders from taking written action in lieu of a stockholder meeting.”
ImmunityBio, Inc.: Board approved a new Code of Business Conduct and Ethics, replacing the prior Code of Global Business Conduct and Ethics, with updated and enhanced provisions including policies on fair dealing and healthcare law compliance (effective 2024-02-22).
“On February 22, 2024, the Board of Directors (the “Board”) of the Company approved a Code of Business Conduct and Ethics to replace the Company’s prior Code of Global Business Conduct and Ethics (each acting as the Company’s “Code of Ethics”).”
Astrana Health, Inc.: Amended and restated by-laws to reflect name change and incorporate all prior amendments (effective 2024-02-26).
“effective February 26, 2024, the Company’s By-Laws were amended and restated to reflect the Name Change and incorporate all prior amendments to the By-Laws.”
Astrana Health, Inc.: Amended certificate of incorporation to change corporate name from Apollo Medical Holdings, Inc. to Astrana Health, Inc (effective 2024-02-26).
“on January 25, 2024, Astrana Health, Inc. (the “Company”) filed a Certificate of Amendment to the Company’s Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to effect a change in corporate name from “Apollo Medical Holdings, Inc.” to “Astrana Health, Inc.” (the “Name Change”). The Name Change became effective as of 12:01 a.m. Eastern Time on February 26, 2024.”
Healthier Choices Management Corp.: Fourth Amendment to Securities Purchase Agreement dated February 20, 2024, amending the Completion Date to June 1, 2024 (effective 2024-02-20).
“On February 20, 2024, the parties to the SPA entered into a Fourth Amendment to the Securities Purchase Agreement, pursuant to which the Company and such parties agreed to amend the Completion Date to June 1, 2024.”
TEXTRON INC: Amended and restated By-Laws to address universal proxy rules and corporate governance matters (effective 2024-02-21).
“On February 21, 2024, the Board of Directors of Textron Inc. (“Textron” or the “Company”) amended and restated the Company’s By-Laws (the “By-Laws”), to be effective immediately.”
DT Cloud Acquisition Corp: Amended and restated memorandum and articles of association in connection with IPO (effective 2024-02-20).
“On February 20, 2024, in connection with the IPO, the Company amended and restated its memorandum and articles of association.”
Biofrontera Inc.: Filed Certificate of Designation for Series B Preferred Stock, establishing rights, preferences, and limitations of three new series of preferred stock (effective 2024-02-20).
“on February 20, 2024, the Company filed the Certificate of Designation with the Delaware Secretary of State designating 6,586 shares of its authorized and unissued preferred stock as Series B-1 Preferred Stock, 6,586 shares as Series B-2 Preferred Stock and 8,000 shares as Series B-3 Convertible Preferred Stock”
AlTi Global, Inc.: Company intends to file proxy statement to seek stockholder approval of amendments to the amended and restated certificate of incorporation as part of Allianz and Constellation transactions.
“The Company will execute and file the Series A Certificate of Designations, the Series B Certificate of Designations and the Series C Certificate of Designations to create the Series A Preferred Stock, the Series B Preferred Stock and the Series C Preferred Stock, respectively that will be issued as part of the Allianz Transaction and the Constellation Transaction.”
Catcha Investment Corp: Shareholders approved a special resolution to amend the company's amended and restated memorandum and articles of association to extend the deadline to complete an initial business combination from February 17, 2024 up to three times by one month each, to March 17, 2024, April 17, 2024, or May 17, 2 (effective 2024-02-16).
“A copy of the Second Amendment to the Amended and Restated Memorandum and Articles of Association of Catcha as adopted on February 16, 2024 by special resolution of the shareholders is attached to this Current Report on Form 8-K as Exhibit 3.1 and is incorporated herein by reference.”
Blackstone Private Credit Fund: Second Amended and Restated Bylaws adopted, requiring annual shareholder meetings and changing quorum level from one third to fifty percent (effective 2024-02-21).
“Second Amended and Restated Bylaws amend the Fund's previously effective bylaws to, among other things, (i) require annual shareholder meetings and (ii) change the quorum level for annual shareholder meetings from one third to fifty percent of outstanding shares.”
Blackstone Private Credit Fund: Fifth Amended and Restated Declaration of Trust adopted, providing for staggered trustee terms, removing ownership threshold for derivative actions, and removing restrictions on shareholder actions (effective 2024-02-21).
“Fifth Amended and Restated Declaration of Trust amends the Fund's previously effective declaration of trust to, among other things, (i) provide that the trustees of the Fund will serve for fixed, staggered terms subject to reelection at annual shareholder meetings, (ii) remove ownership threshold restrictions on the ability of shareholders to bring derivative actions, and (iii) remove restrictions that direct shareholder actions be limited to certain enumerated matters.”
AVENUE THERAPEUTICS, INC.: Increased authorized common stock from 75,000,000 to 200,000,000 shares (effective 2024-02-20).
“On February 20, 2024, the Company filed a Certificate of Amendment to its Certificate of Incorporation (the “ Certificate of Amendment ”) with the Secretary of State for the State of Delaware effectuating the Authorized Shares Increase.”
Synchrony Financial: Filed Certificate of Designations for Series B Preferred Stock, amending the Amended and Restated Certificate of Incorporation (effective 2024-02-22).
“The Certificate of Designations became effective upon filing with the Secretary of State of the State of Delaware and it amends the Company’s Amended and Restated Certificate of Incorporation.”
BIO-PATH HOLDINGS, INC.: Filed Certificate of Amendment to effect a one-for-twenty reverse stock split of Common Stock (effective 2024-02-22).
“On February 22, 2024, Bio-Path Holdings, 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, par value $0.001 (the “Common Stock”) at a ratio of one-for-twenty, effective at 5:30 p.m. Eastern Time on February 22, 2024 (the “Reverse Stock Split”) .”
Walmart Inc.: The company filed a Certificate of Amendment to effect a 3-for-1 forward stock split and proportionally increase authorized shares from 11,000,000,000 to 33,000,000,000 (effective 2024-02-23).
“The Company filed the Certificate of Amendment after the close of trading on February 23, 2024, and it became effective upon acceptance of the filing by the Secretary of State of the State of Delaware (the “Effective Time”). The Certificate of Amendment effected the Stock Split and also proportionately increased the number of shares of authorized Common Stock from 11,000,000,000 to 33,000,000,000.”
UNITED FIRE GROUP INC: Adopted amended and restated bylaws effective immediately, with numerous updates including remote shareholder meetings, universal proxy rules, director resignation procedures, and shareholder proposal mechanics (effective 2024-02-23).
“On February 23, 2024, the board of directors (the “ Board ”) of United Fire Group, Inc. (the “ Company ”) [unanimously] adopted amended and restated bylaws of the Company (the bylaws, as so amended and restated, the “ Amended and Restated Bylaws ”), effective immediately.”
BARNWELL INDUSTRIES INC: Removed requirement that President must be a Board member (effective 2024-02-19).
“On February 19, 2024, the Board amended Article V, Section 5.01 of the Bylaws of the Company to remove the requirement that the President of the Company must be a member of the Board .”
FUELCELL ENERGY INC: Amended and restated by-laws to remove definition of 'Acting in Concert' and related references from Sections 1.11(c) and 2.3(c) (effective 2024-02-22).
“On and effective as of February 22, 2024, the Board of Directors of FuelCell Energy, Inc. (the “Company”) amended and restated the Company’s Second Amended and Restated By-laws (the “By-laws”) to revise Sections 1.11(c) and 2.3(c) to remove the definition of “Acting in Concert” and all references to “Acting in Concert” therein (as so amended and restated, the “Amended By-laws”).”
NEWELL BRANDS INC.: Amended bylaws to reduce the minimum number of directors from nine to eight (effective 2024-02-21).
“On February 21, 2024, the Company’s Board approved amendments to the Company’s By-Laws, as previously amended on May 15, 2023 (as so amended, the “Amended By-Laws” and such amendments, the “By-Law Amendments”). The By-Law Amendments, which are effective immediately, update the minimum number of directors required to serve on the Board from nine to eight.”
PAMT CORP: Board adopted Second Amended and Restated By-Laws effective February 15, 2024, updating and modernizing provisions including remote shareholder meetings, proxy rules, advance notice procedures, universal proxy rules, and special meeting requests (effective 2024-02-15).
“On February 15, 2024, the Board of Directors (the “Board”) of P.A.M. Transportation Services, Inc. (the “Company”) approved and adopted the Second Amended and Restated By-Laws of the Company (the “Bylaws”), effective immediately.”
NextTrip, Inc.: Filed Certificate of Designation creating Series I Convertible Preferred Stock (effective 2024-02-22).
“On February 22, 2024, the Company filed a Certificate of Designation of Series I Convertible Preferred Stock (the “Series I Certificate of Designation”) with the Secretary of State of the State of Nevada, designating 331,124 shares of the Company’s preferred stock as Series I Convertible Preferred Stock, par value $0.001 per share.”
CSP INC /MA/: Increased authorized common shares from 7,500,000 to 9,753,900 (effective 2024-02-21).
“On February 21, 2024, the Board of Directors of CSP Inc. (the “Company”) approved an amendment to the Company’s Articles of Organization to increase the total number of its authorized shares of Common Stock, par value $0.01, from 7,500,000 shares to 9,753,900 shares (the “Amendment”).”
Pelthos Therapeutics Inc.: Amended and Restated By-laws became effective on February 15, 2024, in connection with the pricing of the Initial Public Offering (effective 2024-02-15).
“On February 15, 2024, the Company’s Amended and Restated By-laws (the “Restated By-laws”) became effective in connection with the pricing of the Initial Public Offering.”
Pelthos Therapeutics Inc.: Filed amended and restated certificate of incorporation effective upon pricing of Initial Public Offering on February 15, 2024, including a 1-for-9 reverse stock split (effective 2024-02-15).
“On February 15, 2024, 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 pricing of the Initial Public Offering.”
Kingswood Acquisition Corp.: Sixth amendment to certificate of incorporation to extend business combination deadline from February 24, 2024 to March 15, 2024 (effective 2024-02-22).
“filed a sixth amendment to the second amended and restated certificate of incorporation of the Company with the Secretary of the State of Delaware (the “Amendment”).”
American Bitcoin Corp.: Certificates of Elimination filed to eliminate Series C Non-Convertible Preferred Stock and Special Voting Preferred Stock, cancelling those authorized shares (effective 2024-02-16).
“On February 16, 2024, Gryphon Digital Mining, Inc., a Delaware corporation (the “Company”), filed Certificates of Elimination (together, the “Certificates of Elimination”) of the Certificate of Designations for the Company’s Series C Non-Convertible Preferred Stock and the Certificate of Designation, Preferences, and Rights of the Company’s Special Voting Preferred Stock.”
Sow Good Inc.: Adopted Amended and Restated Bylaws in connection with reincorporation to Delaware (effective 2024-02-15).
“In connection with the Reincorporation the Company also adopted Amended and Restated Bylaws (the “Bylaws”).”
Sow Good Inc.: Reincorporated from Nevada to Delaware, adopting a new Certificate of Incorporation (effective 2024-02-15).
“Effective February 15, 2024, Sow Good Inc. reincorporated to the State of Delaware from the State of Nevada under the name Sow Good Inc.”
EMCORE CORP: Changed the designation of the principal place of business in the bylaws from 2015 Chestnut Street, Alhambra, California 91803 to 450 Clark Dr., Budd Lake, NJ 07828 (effective 2024-02-20).
“The only change to the Amended and Restated Bylaws is to change the designation of the Company’s principal place of business in Article I, Section 1 of the Amended and Restated Bylaws from 2015 Chestnut Street, Alhambra, California 91803 to 450 Clark Dr., Budd Lake, NJ 07828.”
ACNB CORP: Amended bylaws to increase director share ownership requirement from 500 to 1,500 shares, replace gender-specific pronouns with gender-inclusive pronouns, and replace 'chairman' with 'chair' (effective 2024-02-20).
“On February 20, 2024, the Board of Directors of ACNB Corporation (the "Corporation") amended Article II, Section 203 of the Bylaws of the Corporation increasing the minimum number of shares that a director must own to qualify for and serve on the Board of Directors from five hundred (500) shares of common stock to one thousand five hundred (1,500) shares of common stock. In addition, the Bylaws were amended to (1) replace all gender-specific pronouns with gender inclusive pronouns and (2) to replace all references to the title "chairman" with "chair".”
Liberty Resources Acquisition Corp.: Amended certificate of incorporation to extend deadline date, allow Class B to Class A conversion at any time, and permit board action by written consent (effective 2024-02-21).
“the Stockholders approved the Charter Amendment at the Special Meeting, and the Company subsequently filed the Charter Amendment with the Secretary of State of the State of Delaware. Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. The Stockholders approved the Charter Amendment at the Special Meeting, changing (A) the structure and cost of the Company’s right to extend the Deadline Date (the “ Extension Amendment Proposal ”), and (B) the right of the holders of the Company’s Class B common stock, par value $0.0001 per share (the “ Class B Common Stock ” or “ Founder Shares ”) to convert such shares of Class B Common Stock into shares of Class A Common Stock, par value $0.0001 per share (“ Class A Common Stock ”) on a one-to-one basis at the election of such holders (the “ Founder Share Amendment Proposal ”); and (C) the right of the directors of the Company to take any action required to be taken at a meeting of the board of directors (the “ Board ””
Tevogen Bio Holdings Inc.: Adopted a Code of Business Conduct and Ethics (effective 2024-02-14).
“On February 14, 2024, Tevogen Bio Holdings Inc. (the “ Company ”) adopted a Code of Business Conduct and Ethics (the “ Code ”) applicable to all officers, directors, and employees of the Company”
THERAPEUTIC SOLUTIONS INTERNATIONAL, INC.: Increased authorized common stock from 5,500,000,000 to 6,500,000,000 shares, par value $0.001 per share, and 5,000,000 shares of preferred stock, par value $0.001 per share (effective 2024-02-20).
“On February 20, 2024, after gaining consent from a majority of voting shareholders, we caused to be filed with the Nevada Secretary of State a Certificate of Amendment to Articles of Incorporation to effect an amendment (the “Amendment”) increasing the aggregate number of shares which the corporation shall have authority to issue from 5,500,000,000 to 6,500,000,000 shares of stock having a $.001 par value per share, and 5,000,000 shares of Preferred Stock having a $.001 par value per share.”
Papaya Growth Opportunity Corp. I: Stockholders approved a charter amendment at the Special Meeting.
“At the Special Meeting, the Company’s stockholders approved the Charter Amendment”
GRAPHJET TECHNOLOGY: Amended articles to extend business combination deadline from February 18, 2024 to August 18, 2024 with up to six monthly extensions (effective 2024-02-16).
“The shareholders of the Company approved the Fourth Amended and Restated Articles of Association of the Company at the February 16, 2024, Extraordinary General Meeting, giving the Company the right to extend the date by which the Company must (i) consummate a merger, capital share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Company and one or more businesses (a “business combination”), (ii) cease its operations if it fails to complete such business combination, and (iii) redeem or repurchase 100% of the Company’s Class A ordinary shares included as part of the units sold in the Company’s IPO that closed on November 18, 2021 from February 18, 2024 to August 18, 2024 (the “Termination Date”) by up to six (6) one-month extensions (the “Extension Amendment Proposal”).”
Currenc Group Inc.: Amended charter to extend deadline for initial business combination from February 23, 2024 to November 23, 2024 (effective 2024-02-16).
“On or about February 16, 2024, in connection with the Extraordinary General Meeting (as defined below), INFINT Acquisition Corporation (the “Company”) will file an amendment (the “Extension Amendment”) to the Company’s Amended and Restated Memorandum and Articles of Association (the “Charter”) with the Registrar of Companies in the Cayman Islands to extend the date by which the Company must consummate its initial business combination from February 23, 2024 to November 23, 2024”
Relativity Acquisition Corp: Stockholders approved an amendment to the second amended and restated certificate of incorporation to extend the deadline for consummating an initial business combination from February 15, 2024 to February 15, 2025 (effective 2024-02-13).
“On February 13, 2024, the Company held a special meeting of stockholders (the “ Meeting ”). At the Meeting, the Company’s stockholders approved a second amendment to the Company’s second amended and restated certificate of incorporation (the “Charter Amendment ”) to extend the date by which the Company must consummate its initial business combination from February 15, 2024 to February15, 2025 or such earlier date as determined by the Company’s board of directors (the “ Board ”).”
Icosavax, Inc.: Bylaws amended and restated in connection with merger (effective 2024-02-19).
“the Company’s certificate of incorporation and bylaws were each amended and restated in their entirety and became the certificate of incorporation and bylaws of the Surviving Corporation.”
Icosavax, Inc.: Certificate of incorporation amended and restated in connection with merger (effective 2024-02-19).
“the Company’s certificate of incorporation and bylaws were each amended and restated in their entirety and became the certificate of incorporation and bylaws of the Surviving Corporation.”
DOW INC.: Amended Bylaws to update director nomination and proxy solicitation procedures, including Rule 14a-19 compliance and proxy card color changes, plus ministerial and conforming edits (effective 2024-02-15).
“On February 15, 2024, the Board approved amendments to the Company’s Bylaws and readopted them in full (as amended and restated, the “Bylaws”), effective immediately, to update certain procedural requirements related to director nominations and solicitations of proxies by stockholders, including requiring compliance with Rule 14a-19 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and to incorporate other changes as well as ministerial, clarifying and conforming edits.”
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.