Charter, bylaw, and control-related changes under 8-K Items 5.03/5.05/5.06.
Lunai Bioworks Inc.: Amended certificate of incorporation to change corporate name from Renovaro Biosciences Inc. to Renovaro Inc (effective 2024-02-13).
“In connection with the closing of the Transaction, on February 13, 2024, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment of Certificate of Incorporation (the “Name Change Amendment”) to change its corporate name from “Renovaro Biosciences Inc.” to “Renovaro Inc.”, effective immediately.”
Expensify, Inc.: Certificate of Retirement filed to reduce authorized capital stock by 29,591 shares upon conversion and retirement of LT10 and LT50 common stock (effective 2024-02-13).
“Effective upon filing, the Certificate of Retirement amended the Amended and Restated Certificate of Incorporation of the Company to reduce the total authorized number of shares of capital stock of the Company by 29,591 shares.”
IntelGenx Technologies Corp.: Filed Certificate of Designations for Series A Convertible Cumulative Preferred Stock, establishing rights, preferences, and limitations (effective 2024-02-08).
“On February 8, 2024, IntelGenx Technologies Corp. (the "Company") filed the Certificate of Designations of Preferences, Rights and Limitations of Series A Convertible Cumulative Preferred Stock (the "Certificate of Designation") designating 2,090,000 shares of Series A Preferred Stock of the Company.”
FLAGSTAR BANK, NATIONAL ASSOCIATION: Amended Article IX of the bylaws to formalize Executive Chairman role as most senior executive officer, President and CEO reporting to Executive Chairman, and added supermajority voting requirements and removal of certain legacy governance provisions (effective 2024-02-07).
“Article IX of the bylaws of the Company was amended (the “Bylaws Amendment”) to reflect certain governance matters, which Bylaws Amendment was implemented through an amendment and restatement of the Company’s bylaws (the “Amended and Restated Bylaws”).”
U.S. GoldMining Inc.: Changed fiscal year end from November 30 to December 31, effective for the fiscal year beginning January 1, 2024, with a one-month transition period from December 1, 2023 to December 31, 2023 (effective 2024-01-01).
“On February 9, 2024, the Board of Directors of U.S. GoldMining Inc. (the “Company”) approved a change in the Company’s fiscal year end from November 30 to December 31, effective beginning with the Company’s next fiscal year, which began on January 1, 2024, and will end on December 31, 2024 (the “New Fiscal Year”).”
Borealis Foods Inc.: Oxus ceased being a shell company on February 7, 2024 as a result of the transaction (effective 2024-02-07).
“As a result of the Transaction, on February 7, 2024, Oxus ceased being a shell company.”
Borealis Foods Inc.: New Borealis Board adopted a new code of business conduct and ethics effective February 7, 2024 (effective 2024-02-07).
“the New Borealis Board adopted a new code of business conduct and ethics (the “ Code of Ethics ”) applicable to directors, officers, and employees of New Borealis and its subsidiaries.”
Borealis Foods Inc.: New Borealis adopted amended and restated bylaws effective February 7, 2024 (effective 2024-02-07).
“New Borealis adopted amended and restated bylaws substantially in the form included in Annex J to the Proxy Statement/Prospectus (the “ Bylaws ,” and together with the Articles, the “ Governing Documents ”), in each case effective as of February 7, 2024.”
Borealis Foods Inc.: New Borealis adopted amended and restated articles of amalgamation effective February 7, 2024 (effective 2024-02-07).
“Articles of Amalgamation were filed for New Borealis (the “ Articles ”) with the Ministry of Public and Business Service Delivery of Ontario; and (b) New Borealis adopted amended and restated bylaws substantially in the form included in Annex J to the Proxy Statement/Prospectus (the “ Bylaws ,” and together with the Articles, the “ Governing Documents ”), in each case effective as of February 7, 2024.”
Perfect Moment Ltd.: Amended and restated bylaws became effective upon the closing of the IPO (effective 2024-02-12).
“On February 12, 2024, the Company’s Amended and Restated Bylaws (the “Restated Bylaws”) became effective upon the closing of the IPO.”
Perfect Moment Ltd.: Filed an amended and restated certificate of incorporation in connection with the closing of the IPO (effective 2024-02-12).
“On February 9, 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 closing of the IPO, which Restated Certificate became effective on February 12, 2024 in connection with the closing of the IPO.”
OSR Holdings, Inc.: Stockholders approved a proposal to allow the Board to amend the Certificate of Incorporation to extend the deadline for consummating a business combination from February 14, 2024 to May 14, 2024 (effective 2024-02-09).
“At the special meeting of the Company’s stockholders held on November 9, 2023, the stockholders approved a proposal to give the Board the authority, in its discretion, to amend the Company’s Certificate of Incorporation (the “ Charter ”) to extend the date by which the Company must consummate a business combination from the February 14, 2024 to May 14, 2024. The Board authorized and approved a Certificate of Amendment to the Company’s Charter (the “ Charter Amendment ”) and the Charter Amendment was filed with the Delaware Secretary of State and has an effective date of February 9, 2024.”
American Bitcoin Corp.: Reverse stock split of Common Stock at a ratio of 1-for-20 became effective on February 8, 2024 via a Certificate of Amendment (effective 2024-02-08).
“On February 8, 2024, the Company filed a Certificate of Amendment to its Amended and Restated Articles of Incorporation (the “Reverse Stock Split Amendment”). The Reverse Stock Split Amendment effected a reverse stock split of the Common Stock, at a ratio of one new share for every twenty shares of outstanding Common Stock (the “Reverse Stock Split”).”
American Bitcoin Corp.: Company changed its name from 'Akerna Corp.' to 'Gryphon Digital Mining, Inc.' via a Certificate of Amendment filed on February 8, 2024 (effective 2024-02-08).
“On February 8, 2024, the Company filed a Certificate of Amendment to its Amended and Restated Articles of Incorporation (the “Name Change Amendment”). The Name Change Amendment changed the name of the Company from “Akerna Corp.” to “Gryphon Digital Mining, Inc.””
Metagenomi Therapeutics, Inc.: Amended and restated bylaws to eliminate stockholder written consent and special meeting ability, establish advance notice procedures for stockholder proposals and director nominations, and conform to the restated certificate.
“the amended and restated bylaws of the Company (the “Amended and Restated Bylaws”), previously approved by the Board and the Company’s stockholders to become effective immediately upon effectiveness of the Registration Statement, became effective.”
Metagenomi Therapeutics, Inc.: Filed amended and restated certificate of incorporation to authorize 500,000,000 shares of common stock, eliminate references to existing preferred stock, and authorize 10,000,000 shares of undesignated preferred stock.
“the Company filed an amended and restated certificate of incorporation (the “Restated Certificate”) with the Secretary of State of the State of Delaware.”
BEYOND MEAT, INC.: Amended Article I, Section 1.7 to adopt majority voting for uncontested director elections with plurality carve-out for contested elections, and implemented director resignation policy (effective 2024-02-09).
“On February 9, 2024, the Board of Directors (the “Board”) of Beyond Meat, Inc. (the “Company”) approved and adopted amended and restated bylaws (the “Bylaws”), which became effective the same day. Article I, Section 1.7 of the Bylaws was amended to implement a majority voting standard for uncontested director elections with a plurality voting standard carve out for contested director elections.”
United Parks & Resorts Inc.: Amended and restated Bylaws to reflect name change and add Rule 14a-19 compliance provisions (effective 2024-02-12).
“on February 12, 2024, the Company amended and restated the Company's Bylaws (as so amended and restated, the "Bylaws") to reflect the Name Change.”
United Parks & Resorts Inc.: Name change to United Parks & Resorts Inc. via Certificate of Amendment (effective 2024-02-12).
“On February 12, 2024, SeaWorld Entertainment, Inc. changed its corporate name to United Parks & Resorts Inc. (the "Company"), pursuant to a Certificate of Amendment of Amended and Restated Certificate of Incorporation (the "Certificate of Amendment") filed with the Delaware Secretary of State (the "Name Change").”
ASSEMBLY BIOSCIENCES, INC.: Filed an amendment to the Sixth Amended and Restated Certificate of Incorporation to effect a 1-for-12 reverse stock split (effective 2024-02-09).
“On February 9, 2024, Assembly Biosciences, Inc. (the "Company"), filed an amendment (the "Amendment") to its Sixth Amended and Restated Certificate of Incorporation (the "Charter") with the Secretary of State of the State of Delaware to effect a 1-for-12 reverse stock split (the "Reverse Stock Split") of the Company's common stock, par value $0.001 (the "Common Stock"). The Amendment became effective on February 9, 2024.”
PRECISION BIOSCIENCES INC: Amended certificate of incorporation to effect a 1-for-30 reverse stock split (effective 2024-02-13).
“On February 13, 2024, the Company filed with the Secretary of State of the State of Delaware a certificate of amendment (the “Certificate of Amendment”) to amend the Certificate of Incorporation to effect the Reverse Stock Split.”
Q/C TECHNOLOGIES, INC.: Certificate of Amendment filed to effect a 1-for-30 reverse stock split and reduce authorized shares from 500 million to 16,666,666 (effective 2024-02-14).
“On February 13, 2024, MyMD Pharmaceuticals, Inc. (the " Company ") announced that it had filed with the Secretary of State of the State of New Jersey a Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation (the " Charter Amendment ") to effect a 1-for-30 reverse stock split (the " Reverse Stock Split ") of the Company’s common stock, without par value (the " Common Stock "), effective as of 4:05 p.m. Eastern Standard Time on February 14, 2024 (the " Effective Time ").”
ImmunoGen, Inc.: Amended and restated the articles of organization in their entirety.
“the amended and restated articles of organization of the Company and the amended and restated by-laws of the Company, each as in effect immediately prior to the Effective Time were each amended and restated in their entirety”
ImmunoGen, Inc.: Amended and restated the by-laws in their entirety.
“the amended and restated by-laws of the Company, each as in effect immediately prior to the Effective Time were each amended and restated in their entirety”
Kyverna Therapeutics, Inc.: Amended and restated certificate of incorporation and bylaws effective upon closing of IPO, including provisions on capital stock, board classification, exclusive forum, and stockholder action by written consent prohibition (effective 2024-02-12).
“On February 12, 2024, Kyverna Therapeutics, Inc. (the “Company”) filed an amended and restated certificate of incorporation (the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware, and the Certificate of Incorporation and its amended and restated bylaws (the “Bylaws”) became effective in connection with the closing of the initial public offering of shares of the Company’s common stock.”
MultiSensor AI Holdings, Inc.: Adopted amendment to the Amended and Restated Bylaws (effective 2024-02-09).
“On February 9, 2024, the Company’s adopted the Amendment to the Amended and Restated Bylaws of the Company, which became effective immediately.”
MultiSensor AI Holdings, Inc.: Company changed its name from Infrared Cameras Holdings, Inc. to MultiSensor AI Holdings, Inc (effective 2024-02-09).
“On February 9, 2024, the Company effectuated the Name Change by filing a certificate of amendment with the Delaware Secretary of State.”
DP Cap Acquisition Corp I: Filing of Third Amended and Restated Memorandum and Articles of Association to extend business combination deadline from February 12, 2024 to November 12, 2024 (effective 2024-02-09).
“On February 9, 2024, to effectuate the Extension, the Company filed with the Cayman Islands Registrar of Companies the Third Amended and Restated Memorandum and Articles of Association of the Company (the “Third A&R Charter”).”
Sizzle Acquisition Corp.: Amendment to extend the deadline for consummating an initial business combination from February 8, 2024 to August 8, 2024 (effective 2024-02-06).
“On February 6, 2024, Sizzle Acquisition Corp., a Delaware corporation (the “ Company ”), held a special meeting of stockholders (the “ Meeting ”). At the Meeting, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “ Charter Amendment ”) to extend the date by which the Company must (i) consummate its initial business combination, (ii) cease all operations except for the purpose of winding up, or (iii) redeem or repurchase 100% of the Company’s common stock included as part of the units (the “ Public Shares ”) sold in its initial public offering from February 8, 2024 to August 8, 2024 (or such earlier date as determined by the board of directors of the Company (the “ Board ”)).”
Crown PropTech Acquisitions: Approved amendment to Second Amended and Restated Memorandum and Articles of Association to extend the deadline to consummate an initial business combination from February 11, 2024 to August 11, 2024 (effective 2024-02-09).
“The shareholders approved, by special resolution, the proposal to amend and restate the Company’s Second Amended and Restated Memorandum and Articles of Association (the “Amended Charter”) to extend the date by which the Company must (1) consummate a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination (an “initial business combination”), (2) cease all operations except for the purpose of winding up if it fails to complete such initial business combination, and (3) redeem all of the Class A Ordinary Shares included as part of the units sold in the Company’s initial public offering that was consummated on February 11, 2021, from February 11, 2024 to August 11, 2024 (the “Extension Proposal”).”
Churchill Capital Corp VII: Amended certificate of incorporation to extend deadline for business combination from February 17, 2024 to August 17, 2024, and provide for one-to-one conversion rights for Class B common stock to Class A common stock at holder's election (effective 2024-02-09).
“stockholders of Churchill VII approved an amendment to Churchill VII’s amended and restated certificate of incorporation (the “Charter Amendment”) to (i) extend the date by which Churchill VII has to consummate the Transactions from February 17, 2024 to August 17, 2024 (or such earlier date as determined by the Board) (the “Extension Amendment Proposal”) and (ii) to provide for the rights of holders of Churchill VII’s Class B common stock (“Class B Common Stock”) to convert their shares of Class B Common Stock into shares of Churchill VII’s Class A common stock (“Class A Common Stock”) on a one-to-one basis at any time and from time to time at the election of the holder.”
ContextLogic Inc.: Filed a Certificate of Designation for Series A Junior Participating Preferred Stock in connection with a tax benefits preservation plan (effective 2024-02-12).
“the Board approved a Certificate of Designation of Series A Junior Participating Preferred Stock, which designates the rights, preferences and privileges of 3,000,000 shares of a series of the Company’s preferred stock, par value $0.0001 per share, designated as Series A Junior Participating Preferred Stock.”
Axil Brands, Inc.: Created classified board with three classes and amended bylaws to establish advance notice procedures for stockholder nominations and proposals (effective 2024-02-14).
“The Charter Amendment will also increase the size of the Board of Directors (the “Board”) of the Company and to create three (3) classes of directorships to the Board (the “Classified Board Amendment”), as well as vest with the Board the authority to make, repeal, alter, amend or rescind any or all of the Company’s Bylaws (the “Charter Bylaws Amendment”).”
Axil Brands, Inc.: Company changed name from Reviv3 Procare Company to AXIL Brands, Inc. via Certificate of Amendment (effective 2024-02-14).
“On February 12, 2024, Reviv3 Procare Company (the “Company”) filed a Certificate of Amendment (the “Charter Amendment”) to the Company’s Amended and Restated Certificate of Incorporation with the Delaware Secretary of State, which will become effective at 12:01 a.m. Eastern Time on February 14, 2024”
Cottonwood Communities, Inc.: Amended Articles of Amendment to allow conversion of Series A Convertible Preferred Stock into Class I common stock after a two-year holding period, earlier than the prior five-year period (effective 2024-02-07).
“On February 7, 2024, the Company filed with the State Department of Assessments and Taxation of the State of Maryland (the “SDAT”) Articles of Amendment to provide that the Series A Convertible Preferred Stock, as designated by the Company on September 18, 2023, may be converted into Class I common stock of the Company at the option of the holder beginning after the holder has held the Series A Convertible Preferred Stock for two years, which is earlier than the five-year time period in effect prior to the amendment.”
American Healthcare REIT, Inc.: Articles Supplementary filed to prohibit the company from electing to be subject to Section 3-803 of the MGCL (the Maryland Unsolicited Takeovers Act) unless approved by stockholders (effective 2024-02-07).
“On February 7, 2024, we filed Articles Supplementary with the State Department of Assessments and Taxation of Maryland, which prohibit us from unilaterally electing to be subject to Section 3-803 of Title 3, Subtitle 8 of the Maryland General Corporation Law (the "MGCL"), commonly referred to as the Maryland Unsolicited Takeovers Act ("MUTA").”
NightFood Holdings, Inc.: Filed Certificate of Designation for Series D Convertible Preferred Stock with conversion and ranking terms (effective 2024-02-07).
“Also on February 7, 2024, NGTF filed a Certificate of Designation of Preferences, Rights and Limitations of Series D Convertible Preferred Stock (the “Series D COD”), which established 100,000 shares of Series D Convertible Preferred Stock (the “Series D Preferred Stock”), par value of $0.001 per share, having such designations, rights and preferences as set forth in the Series D COD.”
NightFood Holdings, Inc.: Amended Series C Convertible Preferred Stock certificate to adjust for reverse stock splits (effective 2024-02-07).
“On February 7, 2024, the Certificate of Designation of Preferences, Rights and Limitations of Series C Convertible Preferred Stock (the “Series C Preferred Stock”) of Nightfood Holdings, Inc. (“NGTF”) was amended (the “Amended Series C COD”) by revising Section G to include a provision for adjustments for reverse stock splits.”
CymaBay Therapeutics, Inc.: Added new Article XV to Bylaws establishing exclusive forum provisions for certain legal actions, including federal district courts for Securities Act and Exchange Act claims (effective 2024-02-11).
“On February 11, 2024, the Board adopted an amendment (the “ Amendment ”) to the Company’s bylaws (as may be amended from time to time, the “ Bylaws ”), which became effective immediately.”
Vertex Energy Inc.: Approved and adopted Second Amended and Restated Bylaws, effective February 6, 2024, making various changes including clarifying virtual stockholder meetings, electronic notice, director nomination procedures, proxy card color, and other updates (effective 2024-02-06).
“approved and adopted Second Amended and Restated Bylaws”
AgEagle Aerial Systems Inc.: Amended Articles of Incorporation to effect a 1-for-20 reverse stock split (effective 2024-02-09).
“On February 8, 2024, AgEagle Aerial Systems Inc. (the “Company”) filed a Certificate of Amendment to its Articles of Incorporation, as amended to date (the “Charter”), effecting a 1-for-20 reverse stock split (the “Reverse Stock Split”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”) (the “Reverse Split Amendment”).”
RMG Acquisition Corp. III: Filed Fourth Amended and Restated Memorandum and Articles of Association to extend business combination deadline to April 9, 2024, with additional monthly extensions up to August 9, 2024, through a third extension proposal approved by shareholders (effective 2024-02-07).
“Effective February 7, 2024, to effectuate the Third Extension, the Company filed with the Cayman Islands Registrar of Companies the Fourth Amended and Restated Memorandum and Articles of Association of the Company (the “Fourth A&R Charter”).”
Playtika Holding Corp.: Approved Second Amended and Restated Bylaws to address universal proxy rules, enhance stockholder nomination and proposal disclosure requirements, require non-white proxy cards, and make other technical changes (effective 2024-02-07).
“On February 7, 2024, the Board approved the Company’s Second Amended and Restated Bylaws (the “Amended and Restated Bylaws”), effective as of such date, to, among other things: • Address the universal proxy rules adopted by the U.S. Securities and Exchange Commission, by clarifying that no person may solicit proxies in support of a director nominee other than the Board’s nominees unless such person has complied with Rule 14a-19 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including applicable notice and solicitation requirements; • Simplify certain procedural mechanics and enhance disclosure requirements in connection with stockholder nominations of directors and submissions of proposals regarding other business at stockholder meetings (other than proposals to be included in the Company’s proxy materials pursuant to Rule 14a-8 under the Exchange Act), including, without limitation, by requiring additional background information and disclosures regarding p”
Nikola Corp: Amended bylaws to enhance requirements for director nominations and stockholder proposals related to universal proxy rules (effective 2024-02-05).
“On February 5, 2024, the Board of Directors of Nikola Corporation (the “Company”) amended the Company’s bylaws, effective as of such date (as so amended, the “Bylaws”). The amendments reflected in the Bylaws enhance certain requirements for the nominations of persons for election to the Company’s Board of Directors and the proposal of business to be considered by stockholders to address certain matters relating to the universal proxy rules set forth in Rule 14a-19 under the Securities Exchange Act of 1934.”
Allied Gaming & Entertainment Inc.: Adoption of Series A Certificate of Designation fixing rights and preferences of Series A Preferred Shares (effective 2024-02-09).
“In connection with the adoption of the Rights Agreement described in Item 1.01 above, on February 8, 2024, the Board approved and adopted the Series A Certificate of Designation. The Series A Certificate of Designation sets forth the rights, powers, and preferences of the Series A Preferred Shares. The Company filed the Series A Certificate of Designation with the Secretary of State of the State of Delaware on February 9, 2024.”
JELD-WEN Holding, Inc.: Fourth Amended and Restated Bylaws adopted, clarifying stockholder notice disclosure requirements, incorporating Rule 14a-19(b) requirements, and updating for recent DGCL amendments (effective 2024-02-06).
“On February 6, 2024, the Board of Directors of JELD-WEN Holding, Inc. (the “Company”) approved and adopted the Fourth Amended and Restated Bylaws of the Company (the “Bylaws”).”
Greenbacker Renewable Energy Co LLC: The company amended its Certificate of Share Designation for Class EO Shares to modify the allocation of net capital gains realized from the sale of assets, prioritizing allocations to Participating Earnout Shares until their capital account equals the average per share capital account of Class P-I (effective 2024-02-05).
“On February 5, 2024, the board of directors (the “ Board ”) of Greenbacker Renewable Energy Company LLC (the “ Company ”) approved an Amended and Restated Certificate of Share Designation of Class EO Shares of the Company (the “ Amended and Restated Certificate of Designation ”).”
Hyatt Hotels Corp: Reduced authorized capital stock by 471,147 shares upon retirement of converted Class B Common Stock (effective 2024-02-08).
“On February 8, 2024, the Company filed a Certificate of Retirement with the Secretary of State of the State of Delaware to retire 471,147 shares of Class B common stock, $0.01 par value per share, of the Company (the “Class B Common Stock”).”
Quality Industrial Corp.: Board reversed fiscal year end from June 30 back to December 31 (effective 2024-02-08).
“On February 8, 2024, the board of directors (the “Board”) of the Quality Industrial Corp. (the “Company”), approved a reversal and change in fiscal year end of the Company from June 30 to December 31.”
CODEXIS, INC.: Modified definition of 'Acting in Concert' and added severability provision (effective 2024-02-08).
“On February 8, 2024, the Board of Directors (the “Board”) of Codexis, Inc., a Delaware corporation (the “Company”), approved and adopted the amended and restated bylaws of the Company (the “Amended and Restated Bylaws”), which became effective the same day, in order to modify the definition of “Acting in Concert” contained therein and include a provision regarding severability.”
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.