Charter, bylaw, and control-related changes under 8-K Items 5.03/5.05/5.06.
SYNLOGIC, INC.: Filed Certificate of Designations for Series A Junior Participating Preferred Stock in connection with adoption of Rights Agreement (effective 2024-02-20).
“In connection with the adoption of the Rights Agreement, on February 20, 2024, the Company filed a Certificate of Designations, Preferences and Rights of Series A Junior Participating Preferred Stock (the “Certificate of Designations”), with the Secretary of State of the State of Delaware.”
THERAPEUTIC SOLUTIONS INTERNATIONAL, INC.: Certificate of Change filed with Nevada Secretary of State to establish Series B 5% Preferred Stock (effective 2024-02-15).
“On February 15, 2024, we filed with the Nevada Secretary of State a Certificate of Change pursuant to NRS 78.1955.”
LPL Financial Holdings Inc.: Amended and restated bylaws to address universal proxy rules and DGCL amendments, revising Sections 1.2, 1.4, 1.8, and 1.11 (effective 2024-02-15).
“On February 15, 2024, the Board of Directors (the “Board”) of LPL Financial Holdings Inc. (the “Company”) amended and restated the Company’s Sixth Amended and Restated Bylaws in connection with (i) the effectiveness of the rules of the Securities and Exchange Commission regarding universal proxy cards and (ii) amendments to the Delaware General Corporation Law (the “DGCL”).”
VIAVI SOLUTIONS INC.: Amended Amended and Restated Bylaws to modify adjournment procedures, stockholder meeting list access, director nomination and proposal notice windows, and add Rule 14a-19 compliance requirements, among other updates (effective 2024-02-12).
“On February 12, 2024, the Board of Directors (the “ Board ”) of Viavi Solutions Inc. (the “ Company ”) amended the Company’s Amended and Restated Bylaws (the “ Bylaws ”), effective immediately.”
INVACARE HOLDINGS Corp: Amended Bylaws to modify provisions for calling special board meetings, notice timing, and director compensation as of February 13, 2024 (effective 2024-02-13).
“Pursuant to the Written Consent, certain amendments to the Company’s Amended and Restated Bylaws (the “Bylaws”) were approved as of February 13, 2024 to provide the Issuer with greater flexibility relating to the calling of special meetings of directors and the compensation of directors.”
COOPER COMPANIES, INC.: Four-for-one stock split and proportionate increase in authorized shares from 120M to 480M, effected via certificate of amendment to the Second Restated Certificate of Incorporation (effective 2024-02-16).
“On February 15, 2024, The Cooper Companies, Inc. (the “Company”) filed a certificate of amendment to the Company’s Second Restated Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware to effect a four-for-one split (the “Stock Split”) of the Company’s common stock, par value $0.10 per share (the “Common Stock”), without any change to its par value.”
Ault Disruptive Technologies Corp: Amendment to extend the date to complete a business combination from February 20, 2024 to December 20, 2024 (effective 2024-02-20).
“The Company proposed yesterday at the Special Meeting, to amend the Company's amended and restated certificate of incorporation to extend the date by which the Company must complete a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination involving the Company and one or more businesses from February 20, 2024 to December 20, 2024 (the “ Extension Amendment Proposal ”). The Extension Amendment Proposal was approved.”
Armada Acquisition Corp. I: Amended certificate of incorporation to extend business combination deadline from February 17, 2024 to March 17, 2024, with option for monthly extensions up to August 17, 2024 (effective 2024-02-15).
“On February 15, 2024, Armada held the Extension Meeting to approve an amendment to Armada’s amended and restated certificate of incorporation (the “ Charter Amendment ”) to extend the date (the “ Termination Date ”) by which Armada has to consummate a business combination from February 17, 2024 (the “ Original Termination Date ”) to March 17, 2024 (the “ Charter Extension Date ”) and to allow Armada, without another stockholder vote, to elect to extend the Termination Date to consummate a Business Combination on a monthly basis up to five times by an additional one month each time after the Charter Extension Date, by resolution of Armada’s board of directors, if requested by the Sponsor, and upon five days’ advance notice prior to the applicable Termination Date, until August 17, 2024, or a total of up to six months after the Original Termination Date, unless the closing of a business combination shall have occurred prior thereto”
Bite Acquisition Corp.: Extended the date to consummate a business combination from February 17, 2024 to up to August 17, 2024, with monthly extension options (effective 2024-02-13).
“the Company filed a certificate of amendment to its amended and restated certificate of incorporation (the “ Charter ”) with the Delaware Secretary of State on February 13, 2024 (the “ Charter Amendment ”), to extend the date by which the Company has to consummate a business combination from February 17, 2024 (the “ Termination Date ”) to up to August 17, 2024”
FORUM MARKETS Inc: Stockholders approved the Second Amendment to the 180 Life Sciences Corp. 2022 Omnibus Incentive Plan, increasing the maximum number of shares available for issuance from 470,000 to 4,249,933 shares (effective 2024-02-16).
“The Second Amendment became effective at the time of stockholder approval.”
Eargo, Inc.: The bylaws were amended and restated in their entirety.
“the Company’s bylaws were amended and restated in their entirety”
Eargo, Inc.: The certificate of incorporation was amended and restated in its entirety.
“the Company’s certificate of incorporation was amended and restated in its entirety”
BOX INC: Adopted amended and restated bylaws to enhance corporate governance, including updates to advance notice provisions, definitions of Stockholder Associated Person and principal competitor, and other clarifying changes (effective 2024-02-13).
“On February 13, 2024, the board of directors of Box, Inc. (the “Company”) approved and adopted amended and restated bylaws of the Company (as so amended and restated, the “Amended and Restated Bylaws”), which became effective upon such approval and adoption.”
Creatd, Inc.: Filed Certificate of Designation for Series F Preferred Stock (effective 2024-02-15).
“On February 15, 2024, the Company submitted for filing with the Secretary of State of the State of Nevada the Certificate of Designation (the “Series F Designation”).”
SHINECO, INC.: Amended Certificate of Incorporation to effect a 1-for-10 reverse stock split and increase authorized common stock from 100,000,000 to 150,000,000 shares (effective 2024-02-16).
“On February 12, 2024, Shineco, Inc. (the “Company”) filed a Certificate of Amendment to its Certificate of Incorporation to effect a one-for-ten (1-for-10) reverse split (the “Reverse Split”), and to increase the number of shares of its authorized common stock from 100,000,000 shares to 150,000,000 (the “Common Stock Increase”). The Reverse Split became effective on February 16, 2024.”
IIOT-OXYS, Inc.: Amended Sections 3 and 6(f) of the Certificate of Designation for Series C Convertible Preferred Stock to revise dividend provisions and conversion terms (effective 2024-02-12).
“On February 12, 2024, IIOT-OXYS, Inc., a Nevada corporation (the “ Company ”), filed an amendment (the “ Amendment ”) to the Company’s Certificate of Designation (the “ Designation ”) that authorized for issuance of up to 5,000 shares of a new series of Preferred Stock, par value $0.001 per share, of the Company designated “Series C Convertible Preferred Stock” and established the rights, preferences and limitations thereof.”
BEACON ROOFING SUPPLY INC: Filed a Certificate of Elimination to remove the Certificate of Designations for Series A Cumulative Convertible Participating Preferred Stock from the Certificate of Incorporation (effective 2024-02-16).
“On February 16, 2024, Beacon Roofing Supply, Inc. (the “Company”) filed a Certificate of Elimination to its Second Amended and Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”), with the Secretary of State of the State of Delaware eliminating from the Certificate of Incorporation all matters set forth in the Certificate of Designations with respect to the Company’s Series A Cumulative Convertible Participating Preferred Stock (the “Series A Preferred Stock”).”
GEO GROUP INC: Decreased the number of directors constituting the whole Board from nine to eight, eliminating a vacancy (effective 2024-02-09).
“On February 9, 2024, the Board having received the recommendation of the Nominating and Corporate Governance Committee, approved a decrease to the number of directors which constitute the whole Board from nine directors to eight directors so that there is no longer a vacancy on the Board.”
RELIANCE, INC.: Amended and restated bylaws to reflect name change, update director nomination and stockholder proposal procedures per universal proxy rules, and make other administrative and conforming changes (effective 2024-02-14).
“The Board also amended and restated the Company’s Amended and Restated Bylaws, effective as of the filing of the Certificate of Amendment, to reflect the Name Change and make certain other updates.”
RELIANCE, INC.: Changed corporate name from Reliance Steel & Aluminum Co. to Reliance, Inc. via Certificate of Amendment to Restated Certificate of Incorporation (effective 2024-02-14).
“On February 14, 2024, Reliance Steel & Aluminum Co. changed its corporate name to Reliance, Inc. (the “Name Change”) by filing with the Secretary of State of the State of Delaware a Certificate of Amendment (the “Certificate of Amendment”) to its Restated Certificate of Incorporation.”
PLEXUS CORP: Amended and restated Bylaws to update advance notice provisions including universal proxy alignment and change director retirement age to 75 (effective 2024-02-14).
“On February 14, 2024, the Board approved an amendment and restatement of the Company’s Amended and Restated Bylaws (the “Bylaws”) to (a) amend Article II, Section 2.13 of the Bylaws regarding advance notice provisions, including to align certain provisions with the Securities and Exchange Commission’s guidance regarding universal proxies pursuant to Rule 14a-19 promulgated under the Securities Exchange Act of 1934, as amended; and (b) change the retirement age for directors to 75.”
SAN JUAN BASIN ROYALTY TRUST: Amended Sections 6.02 and 6.05 of the Indenture to clarify indemnification of former trustees and lower capital surplus requirements for successor trustees (effective 2024-02-15).
“Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. Effective February 15, 2024 immediately prior to the execution of the Succession Agreement, the Trust entered into a First Amendment (the “Amendment”) to the Amended and Restated Royalty Trust Indenture dated December 12, 2007 (the “Indenture”). The Amendment amends Section 6.02 of the Indenture to clarify the meaning of “Trustee” to offer indemnification of former trustees of the Trust. The Amendment also amends Section 6.05 of the Indenture to permit a bank or trust company that meets the capital surplus and undivided profits requirements of at least $15,000,000 to serve as a successor trustee of the Trust.”
CERO THERAPEUTICS HOLDINGS, INC.: Company ceased being a shell company as a result of the Business Combination (effective 2024-02-14).
“As a result of the Business Combination, the Company ceased being a shell company.”
CERO THERAPEUTICS HOLDINGS, INC.: Adopted amended and restated bylaws in connection with Business Combination (effective 2024-02-14).
“and (ii) adopted amended and restated bylaws (as amended, the “ Bylaws ”)”
CERO THERAPEUTICS HOLDINGS, INC.: Filed second amended and restated certificate of incorporation in connection with Business Combination (effective 2024-02-14).
“the Company (i) filed a second amended and restated certificate of incorporation with the Secretary of State of the State of Delaware (as amended, the “ Certificate of Incorporation ”)”
Zentalis Pharmaceuticals, Inc.: Amended and Restated Bylaws to address universal proxy rules, streamline stockholder nomination procedures, and prohibit excessive director nominees; effective February 12, 2024 (effective 2024-02-12).
“On February 12, 2024, the Board of Directors (the “Board”) of Zentalis Pharmaceuticals, Inc., a Delaware corporation (the “Company”) approved and adopted amendments to the Company’s Bylaws (as amended, the “Amended and Restated Bylaws”), which became effective the same day.”
Sino Green Land Corp.: Ceased to be a shell company as a result of the Share Exchange.
“As a result of the Share Exchange, we have ceased to be a shell company.”
Singularity Future Technology Ltd.: Effectuated a 1-for-10 reverse stock split via amendment to Amended and Restated Articles of Incorporation (effective 2024-02-09).
“On February 9, 2024, Singularity Future Technology Ltd. (the “Company”) effectuated a 1-for-10 reverse stock split of its common stock.”
BERRY GLOBAL GROUP, INC.: Amended and restated bylaws effective February 14, 2024 to conform with charter amendment, revise advance notice procedures, address universal proxy rules, update meeting administration, and make ministerial changes (effective 2024-02-14).
“The Board also approved an amendment and restatement of the Company’s Amended and Restated Bylaws (as so amended and restated, the “Bylaws”), effective as of February 14, 2024.”
BERRY GLOBAL GROUP, INC.: Amended certificate of incorporation to add officer exculpation provision and designate U.S. federal courts as exclusive forum for federal securities law claims (effective 2024-02-14).
“On February 14, 2024, Berry Global Group, Inc. (the “Company”), amended its Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to include an officer exculpation provision and to make the United States federal courts the exclusive forum for any federal securities law claims (the “Charter Amendment”).”
22nd Century Group, Inc.: Increased authorized shares of common stock from 66,666,667 to 250,000,000 (effective 2024-02-15).
“On February 15, 2024, the stockholders of the Company approved an amendment (the “Amendment”) to the Company’s Articles of Incorporation, as amended, to increase the number of authorized shares of common stock from sixty-six million, six hundred sixty-six thousand sixty hundred sixty-seven (66,666,667) to two hundred fifty million (250,000,000) which Amendment was filed and effective with the Secretary of the State of Nevada on February 15, 2024.”
UNIVERSAL LOGISTICS HOLDINGS, INC.: Board adopted Sixth Amended and Restated Bylaws with changes including uncertificated shares, virtual meetings, advance notice provisions, universal proxy rules, and other updates (effective 2024-02-14).
“On February 14, 2024, our Board of Directors (the “Board”) approved and adopted our Sixth Amended and Restated Bylaws (the “Bylaws”), effective immediately.”
VACCINEX, INC.: Implemented a 1-for-14 reverse stock split of the Company's issued common stock, effective at 5:00 p.m. Eastern Time on February 19, 2024, via a Certificate of Amendment to the Amended and Restated Certificate of Incorporation (effective 2024-02-19).
“On February 14, 2024, Vaccinex, Inc. (the “Company”) filed a Certificate of Amendment (the “Amendment”) to the Company’s Amended and Restated Certificate of Incorporation, as amended, with the Delaware Secretary of State to implement a reverse stock split of the Company’s issued shares of common stock at a ratio of 1-for-14, effective at 5:00 p.m. Eastern Time on Monday February 19, 2024 (the “Reverse Stock Split”), previously approved by the Company’s Board of Directors.”
Modular Medical, Inc.: Increased authorized shares of common stock from 50,000,000 to 100,000,000 (effective 2024-02-15).
“to increase the Company's authorized shares of common stock from 50,000,000 to 100,000,000.”
PAR TECHNOLOGY CORP: Amended and restated Bylaws to update provisions including virtual meeting adjournment, elimination of shareholder list examination, and proxy card color requirement for shareholder solicitors (effective 2024-02-08).
“On February 8, 2024, the Board of Directors (the “Board”) of the Company amended and restated the Bylaws of the Company to implement certain updates, as well as to make certain administrative, clarifying and conforming changes.”
FutureTech II Acquisition Corp.: Filed charter amendment to extend the deadline for consummating a business combination from February 18, 2024 to up to November 18, 2024 through monthly extensions (effective 2024-02-14).
“As approved by its stockholders at the special meeting of stockholders held on August 17, 2023 (the “ Special Meeting ”), FutureTech II Acquisition Corp. (the “ Company ”) filed an amendment to its amended and restated certificate of incorporation (the “ Charter ”) with the Delaware Secretary of State on February 14, 2024 (the “ Charter Amendment ”), to extend the date by which the Company has to consummate a business combination for an additional nine months, from February 18, 2024 (the “ Termination Date ”) to up to November 18, 2024, by electing to extend the date to consummate an initial business combination on a monthly basis for up to nine times by an additional one month each time after the Termination Date, until November 18, 2024 or a total of up to nine months after the Termination Date, or such earlier date as determined by the Company’s board of directors (the “ Board ”), unless the closing of the Company’s initial business combination shall have occurred (the “ Extension ,”
Tevogen Bio 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.”
Tevogen Bio Holdings Inc.: Bylaws approved and became effective as of the Closing Date (effective 2024-01-31).
“The Bylaws of the Company (the “ Bylaws ”) described in the Organizational Documents Proposals were approved by the Board of Directors of Semper Paratus on January 31, 2024 and by the Tevogen Board on February 14, 2024 and became effective as of the Closing Date.”
Tevogen Bio Holdings Inc.: Certificate of Incorporation became effective upon filing with Delaware on February 14, 2024 (effective 2024-02-14).
“The Certificate of Incorporation of the Company (the “ Charter ”) described in the Organizational Documents Proposals became effective upon filing with the Secretary of State of the State of Delaware on February 14, 2024.”
BridgeBio Oncology Therapeutics, Inc.: Amended and restated memorandum and articles of association filed and became effective in connection with IPO (effective 2024-02-08).
“On February 8, 2024, in connection with the IPO, the Company filed its amended and restated memorandum and articles of association (the “ Amended Charter ”) with the Cayman Islands General Registry, effective the same day.”
INTEGRATED RAIL & RESOURCES ACQUISITION CORP: Extended the deadline to complete a business combination from February 15, 2024 to March 15, 2024, with potential monthly extensions up to November 15, 2024 (effective 2024-02-12).
“the Company filed a Third Amendment to the Amended and Restated Certificate of Incorporation with the Delaware Secretary of State on February 12, 2024 following stockholder approval of a proposal (the “Extension Amendment Proposal”) to extend the date (the “Extension”) by which the Company must (1) effectuate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (an “initial business combination”), (2) cease its operations except for the purpose of winding up if it fails to complete such initial business combination, and (3) redeem 100% of the Company’s Class A common stock (“Class A common stock”) included as part of the units sold in the Company’s initial public offering that was consummated on November 16, 2021 (the “IPO”), from February 15, 2024 to March 15, 2024, by depositing (or causing to be deposited) into the trust account (the “Trust Account”) $50,000 for such one-month extension”
Allarity Therapeutics, Inc.: Amended Series A Preferred Stock conversion price from $0.4476 to $0.405 via Sixth Certificate of Amendment (effective 2024-02-13).
“On February 13, 2024, we filed the Sixth Amendment to change the “Conversion Price” from $0.4476 to $0.405.”
Sable Offshore Corp.: Board approved and adopted a new Code of Business Conduct and Ethics (effective 2024-02-14).
“on February 14, 2024, the Board approved and adopted a new Code of Business Conduct and Ethics applicable to all employees, officers and directors of the Company.”
Sable Offshore Corp.: Company amended and restated its bylaws effective as of the Closing (effective 2024-02-14).
“and amended and restated its bylaws (as amended, the “A&R Bylaws”) effective as of the Closing.”
Sable Offshore Corp.: Company amended and restated its certificate of incorporation effective as of the Closing (effective 2024-02-14).
“On the Closing Date, in connection with the consummation of the Business Combination, the Company amended and restated its certificate of incorporation, effective as of the Closing (the “A&R Charter”)”
Sable Offshore Corp.: Company ceased to be a shell company as a result of the Business Combination (effective 2024-02-14).
“As a result of the Business Combination, the Company ceased to be a shell company.”
Theseus Pharmaceuticals, Inc.: Bylaws amended and restated in their entirety in connection with the merger.
“Pursuant to the terms of the Merger Agreement, at the Effective Time, the Company’s certificate of incorporation and bylaws were amended and restated in their entirety, as set forth on Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.”
Theseus Pharmaceuticals, Inc.: Certificate of incorporation amended and restated in its entirety in connection with the merger.
“Pursuant to the terms of the Merger Agreement, at the Effective Time, the Company’s certificate of incorporation and bylaws were amended and restated in their entirety, as set forth on Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.”
Cogent Biosciences, Inc.: Filed Certificate of Designation for Series B Non-Voting Convertible Preferred Stock, establishing the powers, preferences, rights, and limitations of the new series (effective 2024-02-14).
“On February 14, 2024, the Company filed a Certificate of Designations of Preferences, Rights and Limitations of the Series B Non-Voting Convertible Preferred Stock with the Secretary of State of the State of Delaware (the “ Certificate of Designation ”) in connection with the Private Placement.”
Vroom, Inc.: Certificate of Amendment to Amended and Restated Certificate of Incorporation became effective to implement a 1-for-80 reverse stock split of common stock (effective 2024-02-13).
“At 5:00 p.m., Eastern Time, on February 13, 2024 (the “Effective Time”), a Certificate of Amendment to Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) became effective and implemented the reverse stock split of the Company’s common stock at a ratio of 1-for-80 (the “Reverse Stock Split”).”
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.