Charter, bylaw, and control-related changes under 8-K Items 5.03/5.05/5.06.
Allegiant Travel CO: Board approved amendment to By-laws to set the number of directors at seven (effective 2024-01-30).
“On January 30, 2024, the Board of Directors of the Company approved an amendment to the Company’s By-laws to set the number of Directors of the Company at seven (7).”
RADIUS RECYCLING, INC.: Amended and restated Bylaws to change corporate name (effective 2024-01-30).
“The Company also amended and restated its Bylaws on the same day to reflect the Name Change.”
RADIUS RECYCLING, INC.: Changed corporate name from Schnitzer Steel Industries, Inc. to Radius Recycling, Inc (effective 2024-01-30).
“The Company also amended and restated its Bylaws on the same day to reflect the Name Change.”
Constellation Acquisition Corp I: Amended amended and restated memorandum and articles of association to extend business combination deadline from January 29, 2024 to February 29, 2024, with option for monthly extensions up to January 29, 2025, and to eliminate the redemption limitation on net tangible assets (effective 2024-01-29).
“On January 29, 2024, the Company held the Shareholder Meeting (A) to amend, by way of special resolution, the Company’s amended and restated memorandum and articles of association (the “ Memorandum and Articles of Association ”) to extend the date (the “ Termination Date ”) by which the Company has to consummate a business combination (the “ Articles Extension ”) from January 29, 2024 (the “ Original Termination Date ”) to February 29, 2024 (the “ Articles Extension Date ”) and to allow the Company, without another shareholder vote, to elect to extend the Termination Date to consummate a business combination on a monthly basis for up to eleven times by an additional one month each time after the Articles Extension Date, by resolution of the Board, if requested by the Sponsor, and upon five days’ advance notice prior to the applicable Termination Date, until January 29, 2025, or a total of up to twelve months after the Original Termination Date, unless the closing of a business combinat”
GenFlat Holdings, Inc.: Fiscal year end changed to June 30 as a result of reverse acquisition accounting treatment (effective 2024-02-02).
“In accordance with “reverse acquisition” accounting treatment, the historical financial statements of GenFlat as of period ends, and for periods ended, prior to the acquisition will become the historical financial statements of the Company in all future filings with the SEC, and our fiscal year end is now June 30.”
Immuneering Corp: Amended and restated bylaws to address universal proxy rules, enhance stockholder nomination and proposal procedures, and require white proxy card for stockholder solicitations (effective 2024-02-01).
“On February 1, 2024, the Board of Directors (the “Board”) of Immuneering Corporation (the “Company”) adopted amendments to the Company’s amended and restated bylaws (as amended, the “Amended and Restated Bylaws”), which became effective the same day.”
Alzamend Neuro, Inc.: Filed Series A Certificate of Designation for Series A Convertible Preferred Stock (effective 2024-01-31).
“On January 31, 2024, in connection with the Agreement and the Initial Closing , the Company filed the Series A Certificate of Designation with the Secretary of State of the State of Delaware.”
El Pollo Loco Holdings, Inc.: On January 30, 2024, the Board adopted amended and restated bylaws effective immediately, revising director nomination and proposal procedures, clarifying meeting adjournment and postponement powers, adopting gender-neutral titles, and making administrative updates (effective 2024-01-30).
“On January 30, 2024, the Board of Directors (the “Board”) of El Pollo Loco Holdings, Inc., a Delaware corporation (the “Company”), adopted and approved amended and restated bylaws of the Company (as amended and restated, the “Amended and Restated By-Laws”), effective immediately.”
National CineMedia, Inc.: Amended Bylaws to reduce stockholder meeting quorum from majority to one-third of outstanding voting shares (effective 2024-02-01).
“On February 1, 2024, the Board of Directors of the Company adopted an amendment (the “Bylaws Amendment”) to the Company’s Amended and Restated Bylaws to reduce the quorum required at all meetings of the Company’s stockholders for the transaction of business, to one-third of the stock issued and outstanding and entitled to vote, represented in person or by proxy, except as otherwise provided by statute or by the Company’s amended and restated certificate of incorporation, as amended, (the “Reduced Quorum Requirement”).”
SMARTSHEET INC: Amended and restated bylaws to address Universal Proxy Rules, update shareholder nomination procedures, and make other changes (effective 2024-01-31).
“the Company’s board of directors (the “Board”) approved and adopted the Company’s amended and restated bylaws (the “Amended and Restated Bylaws”), which became effective on January 31, 2024.”
PRICESMART INC: Amended certificate of incorporation to provide for exculpation of officers from personal liability as permitted by DGCL (effective 2024-02-01).
“On February 1, 2024, at the Annual Meeting of Stockholders, the stockholders of PriceSmart, Inc. (the “Company”) approved the amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended (the “Charter Amendment”), to provide for the exculpation of certain officers of the Company against personal liability to the extent permitted by the Delaware General Corporation Law”
Mars Acquisition Corp.: Amended articles of association to extend business combination deadline to November 16, 2024 and remove the $5,000,001 redemption limitation (effective 2024-01-30).
“to extend the date by which the Company has to consummate a business combination from February 16, 2024 to November 16, 2024”
TruGolf Holdings, Inc.: Extended the deadline to consummate an initial business combination from January 29, 2024 to July 29, 2024 (effective 2024-01-29).
“On January 29, 2024, Deep Medicine Acquisition Corp. (the “Company”) filed the fourth amendment to the Company’s Second Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware (the “Charter Amendment”). The Charter Amendment extends the date by which the Company must consummate its initial business combination from January 29, 2024 to July 29, 2024, or such earlier date as determined by the Company’s board of directors.”
Janus International Group, Inc.: Amended and restated Bylaws to revise director nomination procedures, adopt gender-neutral terms, and make administrative updates (effective 2024-01-31).
“On January 31, 2024, the board of directors (the “Board”) of Janus International Group, Inc., a Delaware corporation (the “Company”), determined that it was in the best interests of the Company and its stockholders to amend and restate the Amended and Restated Bylaws of the Company, and by resolution authorized, approved and adopted the Amended and Restated Bylaws of the Company (the “Amended and Restated Bylaws”).”
Dayforce, Inc.: Amended and restated Third Amended and Restated Bylaws to reflect the name change, adopt majority voting standard in uncontested director elections, and make other administrative changes (effective 2024-01-31).
“In connection with the Name Change, effective January 31, 2024, the Board also amended and restated its Third Amended and Restated Bylaws to reflect the Name Change (the “Fourth Amended and Restated Bylaws”). The Fourth Amended and Restated Bylaws also reflect the adoption of a majority voting standard in uncontested director elections, as well as other administrative changes.”
Dayforce, Inc.: Certificate of Amendment and Restated Certificate of Incorporation filed to change corporate name from Ceridian HCM Holding Inc. to Dayforce, Inc (effective 2024-01-31).
“On January 31, 2024, Ceridian HCM Holding Inc. (the “Company”) changed its corporate name to Dayforce, Inc. (the “Name Change”) pursuant to a Certificate of Amendment to the Fourth Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) and a Restated Certificate of Incorporation (the “Restated Certificate of Incorporation”) integrating the Certificate of Amendment. The Certificate of Amendment and Restated Certificate of Incorporation were each filed with the Delaware Secretary of State on January 29, 2024 and became effective on January 31, 2024.”
Alaunos Therapeutics, Inc.: Filed a Second Amended and Restated Certificate of Incorporation to effect a 1-for-15 reverse stock split (effective 2024-01-31).
“On January 31, 2024, Alaunos Therapeutics, Inc. (the “Company”) filed a Second Amended and Restated Certificate of Incorporation (the “Charter Amendment”) with the Secretary of State of the State of Delaware in order to effect a reverse stock split of the Company’s common stock at a ratio of 1-for-15 (the “Reverse Split”).”
GT Biopharma, Inc.: Filed Certificate of Amendment to effect a 1-for-30 reverse stock split of common stock, effective February 2, 2024, with reduced outstanding shares and unchanged authorized shares (effective 2024-02-02).
“On February 1, 2024, GT Biopharma, Inc. filed a Certificate of Amendment of our Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to effect a reverse stock split of our common stock, par value $0.001 per share, at a ratio of 1-for-30.”
MASTERMIND, INC.: Amendment to bylaws changing fiscal year end from September 30 to December 31 (effective 2023-12-31).
“On February 1, 2024, the board of directors of the registrant Mastermind, Inc. adopted an amendment to the registrant’s bylaws, effective as of December 31, 2023, to provide that the registrant’s fiscal year-end be changed from September 30 to December 31.”
STEEL DYNAMICS INC: Amended multiple sections of the bylaws to update shareholder meeting procedures, special meeting request threshold, board meeting rules, officer roles, and other administrative provisions (effective 2024-01-31).
“On January 31, 2024, the Board of Directors (the “Board”) of Steel Dynamics, Inc. (the “Company”) approved an amendment (the “Amendment”) to the Company’s Amended and Restated Bylaws (as amended, the “Bylaws”) that became effective immediately upon approval by the Board.”
FORWARD AIR CORP: Appointment of Charles Anderson, Robert Edwards Jr., and Michael Hodge as directors effective at Closing.
“effective as of the Closing, the Board (a) increased the size of the Board from 11 directors to 15 directors and (b) appointed Charles Anderson, Robert Edwards, Jr. and Michael Hodge to serve on the Board”
FORWARD AIR CORP: Board increased size from 11 to 15 directors effective as of the Closing pursuant to the bylaws.
“pursuant to the bylaws of Forward, effective as of the Closing, the Board (a) increased the size of the Board from 11 directors to 15 directors”
FORWARD AIR CORP: Established terms of Forward Series B Preferred Stock and Series C Preferred Stock via Articles of Amendment to the Restated Charter.
“Pursuant to the Articles of Amendment to the Restated Charter of Forward filed by Forward with the Secretary of State of the State of Tennessee (the " Charter Amendment ") at the Closing, Forward established the terms of a new series of preferred stock of Forward designated as "Forward Series B Preferred Stock"”
GeoVax Labs, Inc.: Filed Certificate of Amendment to Certificate of Incorporation to effect a 1-for-15 reverse stock split and reduce authorized shares of common stock from 600,000,000 to 150,000,000 (effective 2024-01-30).
“On January 30, 2024, GeoVax Labs, Inc. (the “Company” or “we”) filed a Certificate of Amendment to our Certificate of Incorporation effecting a 1-for-15 reverse stock split pursuant to which each fifteen (15) shares of the Company’s Common Stock, par value $0.001 per share (“Old Common Stock”), issued and outstanding immediately prior to the filing automatically and without any action on the part of the respective holders thereof, was combined and reclassified into one (1) share of Common Stock, par value $0.001 per share (the “New Common Stock”) (and such combination and conversion, the “Reverse Stock Split”).”
Newcourt Acquisition Corp: Adopted amended and restated memorandum and articles of association in connection with the business combination, amending authorized share capital.
“NCAC adopted an amended and restated memorandum and articles of association (the “Surviving Company A&R Memorandum and Articles”) which are substantially in the form of the memorandum and articles of association of Merger Sub, as in effect immediately prior to the Effective Time, as the amended and restated memorandum of association and articles of association of the Surviving Company, pursuant to which authorized share capital of NCAC was amended to refer to the authorized share capital of the surviving company as approved in the plan of merger in connection with the Merger.”
Onyx Acquisition Co. I: Amended articles to extend business combination deadline from February 7, 2024 to November 5, 2024 (effective 2024-01-29).
“On January 29, 2024, Onyx Acquisition Co. I (the “ Company ”) held an extraordinary general meeting of shareholders (the “ Meeting ”) at which the Company’s shareholders approved a proposal to amend the Company’s amended and restated memorandum and articles of association (the “ Articles ”). The proposal would extend the date by which the Company has to consummate a business combination from February 7, 2024 to November 5, 2024 (the “ Extension Amendment Proposal ”).”
NORTHERN REVIVAL ACQUISITION Corp: Amended charter to extend business combination deadline from February 4, 2024 to August 4, 2024 (effective 2024-01-30).
“The amendments to the Company's charter will have an effective date of January 30, 2024.”
Evolv Technologies Holdings, Inc.: Adopted amendments to the Amended and Restated Bylaws to address universal proxy rules, enhance procedural mechanics and disclosure requirements for stockholder nominations and proposals, require a non-white proxy card for stockholder solicitations, and make technical changes (effective 2024-01-29).
“On January 29, 2024, the Board of Directors (the “Board”) of Evolv Technologies Holdings, Inc. (the “Company”) adopted amendments to the Company’s amended and restated bylaws (as amended, the “Amended and Restated Bylaws”), which became effective the same day.”
ELECTRAMECCANICA VEHICLES CORP.: Amended articles to allow name change by ordinary shareholder resolution in addition to board resolution (effective 2024-01-31).
“the board of directors of ElectraMeccanica (the “Board”) adopted an amendment to ElectraMeccanica’s articles (as amended, the “Articles”), effective as of such date, such that a name change of ElectraMeccanica can be effectuated by ordinary resolution approved by ElectraMeccanica’s shareholders in accordance with its Articles in addition to the Board by resolution, which had been the previous means by which a name change could be effectuated.”
RECURSION PHARMACEUTICALS, INC.: Amended and restated Bylaws to enhance stockholder proposal procedures, adopt universal proxy rules, conform to DGCL, update director/officer provisions, and make other revisions (effective 2024-01-25).
“On January 25, 2024, the Board of Directors (the “Board”) of Recursion Pharmaceuticals, Inc. (the “Company”) amended and restated the Company’s Bylaws (the “Bylaws”), effective immediately.”
Genprex, Inc.: Effected a one-for-forty reverse stock split of common stock via a Certificate of Amendment to the Amended and Restated Certificate of Incorporation (effective 2024-02-02).
“On January 31, 2024, Genprex, Inc. (the “ Company ”) filed a Certificate of Amendment of the Amended and Restated Certificate of Incorporation of the Company with the Secretary of State of the State of Delaware (the “ Certificate of Amendment ”), which will effect, at 12:01 a.m. Eastern Time on February 2, 2024, a one-for-forty (1:40) reverse stock split”
White River Energy Corp.: Filed Second Amended and Restated Certificate of Designation for Series A Convertible Preferred Stock, amending conversion terms to allow holder election at any time subject to 4.99% beneficial ownership limitation, replacing prior condition of SEC registration effectiveness and holder distribution (effective 2024-01-30).
“filed a Second Amended and Restated Certificate of Designation of the Rights, Preferences and Limitations of the Series A with the Nevada Secretary of State (the “Amended Certificate”). The Amended Certificate amended certain of the terms of the Series A, including by providing for the conversion of the Series A at any time at the election of the applicable holder, subject to a 4.99% beneficial ownership limitation which may be increased to 9.99% upon 61 days’ notice by the holder.”
Streamex Corp.: Reverse stock split amendment to the Certificate of Incorporation at a ratio of 1-for-10 (effective 2024-02-01).
“On January 31, 2024, the Company filed the Reverse Stock Split Amendment with the Secretary of State of the State of Delaware to effect the Reverse Stock Split, effective as of 4:05 p.m. (New York time) on February 1, 2024.”
Arq, Inc.: Amended and restated bylaws solely to update company name to Arq, Inc (effective 2024-02-01).
“The Company also amended and restated its Bylaws solely to update the Company’s name to Arq, Inc., to be effective February 1, 2024.”
Arq, Inc.: Amended certificate of incorporation to change company name from Advanced Emissions Solutions, Inc. to Arq, Inc (effective 2024-02-01).
“On January 31, 2024, Advanced Emissions Solutions, Inc. (the "Company") filed an amendment (the "Amendment") to its Second Amended and Restated Certificate of Incorporation to change the Company’s name to "Arq, Inc." (the "Name Change"), to be effective February 1, 2024.”
Global AI, Inc.: 4-for-1 forward stock split of Class A and Class B common stock via Certificate of Amendment (effective 2024-01-29).
“On January 29, 2024, Global AI, Inc. (the “Company”) filed a Certificate of Amendment of the Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of Nevada to effect a 4-for-1 forward stock split of the shares of the Company’s Class A common stock, par value $0.001 per share (the “Class A Common Stock”), and Class B common stock, par value $0.001 per share (the “Class B Common Stock”), either issued and outstanding or held by the Company as treasury stock, effective as of 11:45 a.m. (Eastern time) on January 29, 2024 (the “Forward Stock Split”).”
GETTY REALTY CORP /MD/: Amended and restated bylaws to update procedural requirements related to universal proxy rules, clarify shareholder nomination disclosures, and permit virtual annual meetings (effective 2024-01-29).
“On January 29, 2024, the Board of Directors (the “Board”) of Getty Realty Corp. (the “Company”), amended and restated the Company’s Bylaws (as so amended and restated, the “Amended and Restated Bylaws”).”
STATE STREET CORP: Amended Articles of Organization to fix designations of new Series I Preferred Stock (effective 2024-01-30).
“On January 30, 2024, State Street Corporation (“State Street”) filed Articles of Amendment with the Secretary of the Commonwealth of the Commonwealth of Massachusetts for the purpose of amending its Articles of Organization to fix the designations, preferences, limitations and relative rights of its Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, Series I, without par value per share, with a liquidation preference of $100,000 per share (the “Preferred Stock”).”
SEABOARD CORP /DE/: Added new Section 57 establishing Delaware Court of Chancery as exclusive forum for certain stockholder actions (effective 2024-01-25).
“On January 25, 2024, the Board of Directors of Seaboard Corporation (“Seaboard”) approved and adopted certain amendments, effective immediately, to its Bylaws (as amended, the “Restated Bylaws”). The Restated Bylaws amend, among other things, Seaboard’s Bylaws to add a new Section 57 that provides that, unless Seaboard consents in writing to the selection of an alternative forum, the sole and exclusive forum for any current or former stockholder to bring (i) any derivative action or proceeding brought on behalf of Seaboard, (ii) any action asserting a claim that is based upon a violation of a duty owed by any current or former director, officer, employee, or stockholder of Seaboard to Seaboard or its stockholders, (iii) any action asserting a claim against Seaboard or its current or former directors, officers, employees, or stockholders arising pursuant to any provision of the Delaware General Corporate Law (“DGCL”) or the certificate of incorporation or the bylaws, (iv) any action a”
NextTrip, Inc.: The Company filed Certificates of Designation for Series G Convertible Preferred Stock and Series H Convertible Preferred Stock, amending its articles of incorporation (effective 2024-01-26).
“Series G Certificate of Designation On January 26, 2024, the Company filed a Certificate of Designation of Series G Convertible Preferred Stock (the “Series G Certificate of Designation”) with the Secretary of State of the State of Nevada, designating 100,000 shares of the Company’s preferred stock as Series G Convertible Preferred Stock, par value $0.001 per share. The terms and conditions set forth in the Series G Certificate of Designation are summarized below: Ranking. The Series G Preferred rank pari passu to the Company’s common stock. Dividends. Holders of Series G Preferred will be entitled to dividends, on an as-converted basis, equal to dividends actually paid, if any, on shares of Company common stock. Voting . Except as provided by the Company’s Charter or as otherwise required by the Nevada Revised Statutes, holders of Series G Preferred are entitled to vote with the holders of outstanding shares of Company common stock, voting together as a single class, with respect to a”
REGIS CORP: Filing of Certificate of Designation creating Series A Junior Participating Preferred Stock (effective 2024-01-30).
“the Board of Directors approved a Certificate of Designation of Series A Junior Participating Preferred Stock (the “Certificate of Designation”). The Certificate of Designation was filed with the Secretary of State of the State of Minnesota on January 30, 2024.”
JACOBS SOLUTIONS INC.: Amendment to the JEGI Charter to remove the pass-through voting provision (effective 2024-01-26).
“the amendment of the Amended and Restated Certificate of Incorporation (the “JEGI Charter”) of Jacobs Engineering Group Inc. (“JEGI”), to remove a pass-through voting provision”
JACOBS SOLUTIONS INC.: Amendment to the Company Charter to provide for senior officer exculpation (effective 2024-01-26).
“the amendment of the Company’s Amended and Restated Certificate of Incorporation (the “Company Charter”) to provide for senior officer exculpation”
GENERAL MILLS INC: Amended By-Laws to provide shareholders with a right to call a special shareholder meeting (effective 2024-01-29).
“On January 29, 2024, the Board of Directors of the Company amended the Company’s By-Laws to provide shareholders with a right to call a special shareholder meeting.”
CG Oncology, Inc.: Adopted amended and restated bylaws establishing procedures for stockholder proposals and director nominations, and conforming to the restated certificate (effective 2024-01-29).
“On January 29, 2024, in connection with the closing of the IPO, the amended and restated bylaws of the Company (the “Amended and Restated Bylaws”), previously approved by the Company’s board of directors to become effective upon the effectiveness of the Restated Certificate, became effective.”
CG Oncology, Inc.: Amended and restated certificate of incorporation to increase authorized common stock, authorize preferred stock, establish classified board, require supermajority vote for director removal, eliminate stockholder written consent, and designate exclusive federal forum for Securities Act claims (effective 2024-01-29).
“On January 29, 2024, CG Oncology, Inc. (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 initial public offering (the “IPO”) of shares of its common stock.”
BrightSpring Health Services, Inc.: Amended and Restated Bylaws became effective concurrently with the Charter (effective 2024-01-30).
“on January 30, 2024, the Company’s Second Amended and Restated Certificate of Incorporation (the “ Charter ”), in the form previously filed as Exhibit 3.1 to the Registration Statement, and the Company’s Amended and Restated Bylaws (the “ Bylaws ”), in the form previously filed as Exhibit 3.2 to the Registration Statement, became effective.”
BrightSpring Health Services, Inc.: Second Amended and Restated Certificate of Incorporation became effective, setting authorized capital stock at 1.5B common and 250M preferred shares (effective 2024-01-30).
“on January 30, 2024, the Company’s Second Amended and Restated Certificate of Incorporation (the “ Charter ”), in the form previously filed as Exhibit 3.1 to the Registration Statement, and the Company’s Amended and Restated Bylaws (the “ Bylaws ”), in the form previously filed as Exhibit 3.2 to the Registration Statement, became effective.”
ArriVent BioPharma, Inc.: Adopted amended and restated bylaws in connection with closing of IPO (effective 2024-01-30).
“The Company also adopted its amended and restated bylaws (the “Restated Bylaws”) in connection with the closing of the IPO.”
ArriVent BioPharma, Inc.: Amended and restated certificate of incorporation filed in connection with closing of IPO (effective 2024-01-30).
“On January 30, 2024, ArriVent BioPharma, Inc. (the “Company”) filed its 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 its initial public offering (the “IPO”) of common stock.”
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.