Charter, bylaw, and control-related changes under 8-K Items 5.03/5.05/5.06.
SEP Acquisition Corp.: Removal of redemption limitation from the charter to allow redemption even if net tangible assets would fall below $5,000,001, conditional on business combination closing.
“to remove from the Current Charter the redemption limitation contained under Section 9.2(a) of the Current Charter preventing the Company from redeeming shares of Class A common stock if it would have less than $5,000,001 of net tangible assets.”
GRI Bio, Inc.: Amended certificate of incorporation to effect a 1-for-7 reverse stock split (effective 2024-01-29).
“On January 29, 2024, GRI Bio, Inc. (the “Company”) filed with the Secretary of State of the State of Delaware an amendment (the “Certificate of Amendment”) to its amended and restated certificate of incorporation to effect a reverse stock split of the Company's common stock, par value $0.0001 per share (the “Common Stock”), at a ratio of 1-for-7 (the “Reverse Stock Split”).”
American Healthcare REIT, Inc.: Board of directors reclassified and designated 700,000,000 authorized but unissued shares of Class I Common Stock as authorized but unissued shares of common stock without class or series designation, effective January 26, 2024 (effective 2024-01-26).
“In connection with the Proposed Listing, effective January 26, 2024, our board of directors reclassified and designated 700,000,000 authorized but unissued shares of Class I Common Stock, $0.01 par value per share, as authorized but unissued shares of common stock, $0.01 par value per share, or the Common Stock, without any designation as to class or series, by filing Articles Supplementary with the State Department of Assessments and Taxation of Maryland.”
Sigyn Therapeutics, Inc.: Filing of Certificate of Amendment to Amended and Restated Certificate of Incorporation to effect a 1-for-40 reverse stock split, effective January 31, 2024 (effective 2024-01-31).
“On January 23, 2024, the Company filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) effecting a reverse stock split as of 12:01 a.m. Eastern Standard Time on January 31, 2024 with a ratio of 1-for-40 (the “Reverse Split”).”
Bellerophon Therapeutics, Inc.: Filed certificate of designation for Series A Preferred Stock establishing rights, preferences, privileges, and restrictions (effective 2024-01-25).
“On January 25, 2024, the Company filed a certificate of designation (the “Certificate of Designation”) with the Secretary of State of the State of Delaware designating, effective as of the time of filing, the rights, preferences, privileges and restrictions of one share of Series A Preferred Stock.”
NightFood Holdings, Inc.: Established Series C Convertible Preferred Stock via new Certificate of Designation (effective 2024-01-26).
“Also on January 26, 2024, NGTF filed a Certificate of Designation of Preferences, Rights and Limitations of Series C Convertible Preferred Stock (the “Series C COD”), which established 500,000 shares of Series C Convertible Preferred Stock (the “Series C Preferred Stock”), par value of $0.001 per share, having such designations, rights and preferences as set forth in the Series C COD.”
NightFood Holdings, Inc.: Amended Series A Certificate of Designation to alter voting structure of Series A Super Voting Preferred Stock (effective 2024-01-26).
“On January 26, 2024, the Certificate of Designation of Preferences, Rights and Limitations of Series A Super Voting Preferred Stock (the “Series A Preferred Stock”) of Nightfood Holdings, Inc. (“NGTF”) was amended (the “Amended Series A COD”) by replacing Section 1 to alter the voting structure of the Series A Preferred Stock.”
Post Holdings, Inc.: Corresponding amendment and restatement of bylaws to remove classified board references and make conforming changes (effective 2024-01-26).
“a corresponding amendment and restatement of the Company’s Amended and Restated Bylaws (as amended and restated, the “seventh Amended and Restated Bylaws”), which was previously approved by the Company’s Board of Directors, subject to shareholder approval of the Articles Amendment and to be effective upon filing of the Articles Amendment with the Secretary of State of the State of Missouri, became effective”
Post Holdings, Inc.: Amendment to declassify the Board of Directors and provide for annual election of directors beginning at the 2025 annual meeting (effective 2024-01-26).
“shareholders approved an amendment to the Company’s Amended and Restated Articles of Incorporation (the “Articles Amendment”) to declassify the Company’s Board of Directors and provide for the annual election of directors commencing at the Company’s 2025 annual meeting of shareholders”
REMARK HOLDINGS, INC.: Reduced stockholder meeting quorum from a majority to one-third (33.33%) of shares entitled to vote (effective 2024-01-29).
“On January 29, 2024, the Board of Directors of Remark approved an amendment to Section 2.06 of Remark’s Amended and Restated Bylaws (the “Bylaws”) to reduce the quorum for the transaction of business at all meetings of stockholders, whether annual or special, from a majority to one-third or 33.33% of the shares entitled to vote thereat, present in person or by proxy”
RPM INTERNATIONAL INC/DE/: Amendment to By-Laws adding a proxy access provision (Article XV) for stockholder nominations (effective 2024-01-24).
“On January 24, 2024, the Board of Directors of RPM International Inc. (the “Company”) approved and adopted an amendment to the Company’s Amended and Restated By-Laws (the “By-Laws”) to add a proxy access by-law (the “Amendment”). The Amendment became effective on January 24, 2024.”
TERADYNE, INC: The Board approved Amended and Restated Bylaws effective January 23, 2024, clarifying the ability to hold remote, virtual, or hybrid shareholder meetings (effective 2024-01-23).
“On January 23, 2024, the Board of Directors of Teradyne, Inc. (the “Company”) approved the Company’s Amended and Restated Bylaws (as so amended and restated, the “Amended Bylaws”), effective as of such date. The Amended Bylaws clarify the ability of the Company to hold remote, virtual, or hybrid shareholder meetings as permitted under Massachusetts law.”
GERMAN AMERICAN BANCORP, INC.: Amended and restated Code of Business Conduct to communicate standards for ethical conduct and formalize policies on bribery, corruption, etc (effective 2024-01-25).
“On and effective January 25, 2024, the Company’s Board of Directors (the “Board”), upon the recommendation of its Governance/Nominating Committee, approved an amended and restated Code of Business Conduct for the Company (the “Code”).”
AMAZE HOLDINGS, INC.: Amendment to bylaws inserting a new Article XI to opt out of Nevada control share acquisition statutes (Sections 78.378-78.3793) with respect to the merger with Notes Live, Inc (effective 2024-01-25).
“Effective upon entry into the Merger Agreement on January 25, 2024, Fresh Vine’s board of directors adopted an amendment to Fresh Vine’s bylaws. The amendment inserts a new Article XI that states that the “Acquisition of Controlling Interest” statutes set forth in Sections 78.378 through 78.3793, inclusive, of the Nevada Revised Statutes shall not apply to any “acquisition” of a “controlling interest” (as each term is defined therein) in Fresh Vine resulting from the Merger Agreement, including without limitation the acquisition of shares of Fresh Vine capital stock issued in the Merger or the acquisition of shares of Fresh Vine capital stock pursuant to the documents, instruments and arrangements contemplated by the Merger Agreement or upon the consummation of any transactions contemplated thereby, including without limitation any deemed acquisition of Fresh Vine capital stock by parties to the Support Agreements by reason of entering into such Support Agreements, and the acquisition”
NYLI CBRE Global Infrastructure Megatrends Term Fund: Removal of control share acquisition provisions from the Trust's Agreement and Declaration of Trust and By-Laws (effective 2023-12-07).
“On December 7, 2023, the Fund’s Agreement and Declaration of Trust and Amended and Restated By-Laws of the Trust (“By-Laws”) were amended to remove Section 5.2(j) from the Agreement and Declaration of Trust and Article IX Control Share Acquisitions from the By-Laws.”
SmartKem, Inc.: Filed Amended and Restated Series A-1 Certificate of Designation designating 11,100 shares of Series A-1 Preferred Stock (effective 2024-01-29).
“On January 29, 2024, the Company filed the Amended and Restated Series A-1 Certificate of Designation with the Secretary of State of the State of Delaware designating 11,100 shares of Series A-1 Preferred Stock, stated value $10,000 per share.”
Harpoon Therapeutics, Inc.: Filed Certificate of Amendment to Certificate of Designation of Series A Preferred Stock to reflect a one-for-ten reverse stock split of common stock effected September 1, 2023 (effective 2024-01-26).
“On January 26, 2024, Harpoon Therapeutics, Inc. (the “Company”) filed a Certificate of Amendment to its Certificate of Designation of Preferences, Rights and Limitations of 8.000% Series A Redeemable Preferred Stock (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware to reflect the one-for-ten reverse stock split of the Company’s common stock effected by the Company on September 1, 2023.”
Toughbuilt Industries, Inc: Filed a Certificate of Correction to correct a typographical error in a prior Amendment to clarify that the authorized number and par value of Common Stock were not affected by the Reverse Stock Split (effective 2024-01-24).
“to correct a typographical error in the Amendment to clarify that the authorized number and par value of the Company’s Common Stock were not affected by the Reverse Stock Split.”
ClearBridge MLP & Midstream Total Return Fund Inc.: Amended and restated bylaws in their entirety effective January 25, 2024 (effective 2024-01-25).
“The Board of Directors of ClearBridge MLP and Midstream Total Return Fund Inc. (the “Fund”) has amended and restated in its entirety the bylaws of the Fund (the “Fourth Amended and Restated Bylaws”). The Fourth Amended and Restated Bylaws became effective January 25, 2024, are attached hereto as an Exhibit and are incorporated herein by reference.”
ClearBridge Energy Midstream Opportunity Fund Inc.: The Board amended and restated the bylaws in their entirety, adopting the Fourth Amended and Restated Bylaws (effective 2024-01-25).
“The Board of Directors of ClearBridge Energy Midstream Opportunity Fund Inc. (the “Fund”) has amended and restated in its entirety the bylaws of the Fund (the “Fourth Amended and Restated Bylaws”). The Fourth Amended and Restated Bylaws became effective January 25, 2024, are attached hereto as an Exhibit and are incorporated herein by reference.”
VERDE RESOURCES, INC.: Increased the number of board members from three to seven (effective 2024-01-23).
“On January 23, 2024, by resolution of the Board of the Company, approved an amendment to the Bylaws of the Company (the "Amendment"). The Amendment, which was adopted effective as of January 23, 2024, increases the number of members of the Board from three (3) to seven (7).”
ClearBridge MLP & Midstream Fund Inc.: Amended and restated the bylaws in their entirety, effective January 25, 2024 (effective 2024-01-25).
“The Board of Directors of ClearBridge MLP and Midstream Fund Inc. (the “Fund”) has amended and restated in its entirety the bylaws of the Fund (the “Fourth Amended and Restated Bylaws”). The Fourth Amended and Restated Bylaws became effective January 25, 2024, are attached hereto as an Exhibit and are incorporated herein by reference.”
META MATERIALS INC.: The Board adopted resolutions creating a new Series C Preferred Stock with specific voting, dividend, liquidation, and redemption rights, and filed a Certificate of Designation with the Nevada Secretary of State on January 26, 2024 (effective 2024-01-26).
“The Certificate of Designation was filed with the Nevada Secretary of State and became effective on January 26, 2024.”
Data443 Risk Mitigation, Inc.: The board of directors approved an amendment and restatement of the company's bylaws to clarify and modernize governance documents and align with Nevada Revised Statutes (effective 2024-01-25).
“the Board of Directors of the Company unanimously approved an amendment and restatement of the Company’s bylaws, and on January 25, 2024, the bylaws of the Company were amended and restated in their entirety (as so amended and restated, the “ Amended and Restated Bylaws ”).”
Data443 Risk Mitigation, Inc.: The company filed a Certificate of Amendment to its Second Amended and Restated Articles of Incorporation to clarify and modernize governance documents and align with Nevada Revised Statutes (effective 2024-01-25).
“On January 25, 2024, Data443 Risk Mitigation, Inc. (the “ Company ”) filed a Certificate of Amendment to the Company’s Articles of Incorporation (as amended, the “ Second Amended and Restated Articles ”), to amend and restate in their entirety the Company’s Amended and Restated Articles of Incorporation.”
MID PENN BANCORP INC: Amended Article 10 to set mandatory retirement age at 72 and clarified director term limits (effective 2024-01-24).
“The first amendment amends Article 10 of the Bylaws to set the mandatory retirement age at seventy-two (72), except in extraordinary circumstances. The second amendment clarifies the term limits for directors of the Company.”
CalAmp Corp.: Approved a reverse stock split at a ratio of 1-for-23 via certificate of amendment to the certificate of incorporation (effective 2024-01-25).
“The Company will effect the Reverse Stock Split pursuant to the Company’s filing of a certificate of amendment of the Company’s amended and restated certificate of incorporation (the “Certificate”) with the Delaware Secretary of State effective at 5:00 p.m. eastern time on January 25, 2024, in accordance with Delaware Law.”
EngageSmart, Inc.: Amended and restated bylaws at effective time of merger.
“the bylaws of the Company, as in effect immediately prior to the Merger, were amended and restated to be in the form of the bylaws attached as Exhibit 3.2”
EngageSmart, Inc.: Amended and restated certificate of incorporation at effective time of merger.
“the Amended and Restated Certificate of Incorporation of the Company, as in effect immediately prior to the Merger, was amended and restated to be in the form of the certificate of incorporation attached as Exhibit 3.1”
Edible Garden AG Inc: Reduced stockholder meeting quorum from majority to at least one-third of shares entitled to vote; changed vote required for matters (other than director elections) from majority of shares present to majority of votes cast (effective 2024-01-24).
“On January 24, 2024, the Board approved an amendment to the Company’s Amended and Restated Bylaws (the “Amendment”). The Amendment, which became effective immediately, reduces the quorum requirement at all meetings of the Company’s stockholders from a majority of the voting power of the Company’s shares issued and outstanding and entitled to vote at the meeting to at least one-third of the shares entitled to vote at the meeting. 2 To align with recent amendments to the General Corporation Law of the State of Delaware, the Amendment also changes the vote required at meetings of the Company’s stockholders for any matter, other than the election of directors, from the affirmative vote of the majority of shares present in person or represented by proxy at the meeting and entitled to vote on the matter to a majority of votes cast on the matter.”
Rain Oncology Inc.: Bylaws amended and restated in their entirety at effective time of merger.
“Pursuant to the terms of the Merger Agreement, at the Effective Time, the Company’s certificate of incorporation and bylaws were each amended and restated in their entirety”
Rain Oncology Inc.: Certificate of incorporation amended and restated in its entirety at effective time of merger.
“Pursuant to the terms of the Merger Agreement, at the Effective Time, the Company’s certificate of incorporation and bylaws were each amended and restated in their entirety”
Provident Bancorp, Inc. /MD/: Amended Article II, Section 12(a) of Bylaws to remove residency requirement and increase director age limit to 75 (effective 2024-01-25).
“On January 25, 2024, the Board of Directors of the Company amended Article II, Section 12(a) of the Company’s Bylaws to remove a residency requirement and to increase the age limitation on service as a director to 75.”
INTELLIGENT BIO SOLUTIONS INC.: Amendment to Amended and Restated Certificate of Incorporation to effect a 1-for-12 reverse stock split (effective 2024-01-26).
“On January 26, 2024, the Amendment was filed with the Secretary of State of the State of Delaware and the Reverse Stock Split became effective in accordance with the terms of the Amendment at 5:00 p.m. Eastern Time on January 26, 2024 (the “Effective Time”).”
Premier, Inc.: Amended Bylaws to incorporate Vice Chair role at stockholder meetings and in Board governance, incorporate Board age limit policy, clarify Board Chair independence, remove outdated language, and add federal forum for Securities Act claims (effective 2024-01-25).
“On January 25, 2024, the Premier, Inc. (the “ Company ”) Board of Directors approved amendments (the “ Bylaws Amendments ”) to the Company’s Amended and Restated Bylaws (the “ Bylaws ”).”
TREX WIND-DOWN, INC.: Amended certificate of incorporation to change corporate name from Timber Pharmaceuticals, Inc. to Trex Wind-down, Inc (effective 2024-01-23).
“On January 23, 2024, Trex Wind-down, Inc. (f/k/a Timber Pharmaceuticals, Inc.) (the “Company”) filed with the Secretary of State of the State of Delaware a certificate of amendment to the Company’s certificate of incorporation, as amended (the “Name Change Amendment”), in connection with the previously announced closing of the sale of substantially all of the assets of the Company and its subsidiaries on January 22, 2024 pursuant to the “stalking horse” asset purchase agreement by and among the Debtors (as defined herein), LEO Pharma A/S and LEO Spiny Merger Sub, Inc. The Name Change Amendment did not amend the certificate of incorporation except to change the corporate name from “Timber Pharmaceuticals, Inc.” to “Trex Wind-down, Inc.”, effective January 23, 2024.”
BROWN FORMAN CORP: Removed age limitation for Board member service (effective 2024-01-23).
“the Board of Directors (the “Board”) of Brown-Forman Corporation (the “Company”) amended and restated the Company’s Amended and Restated By-laws, effective January 23, 2024 (as so amended and restated, the “By-laws”) to remove the age limitation for Board member service.”
ACUITY INC. (DE): Amendment and restatement of bylaws to update procedures for stockholder nominations, universal proxy rules, exclusive forum provisions, and stockholder meeting procedures (effective 2024-01-25).
“on January 25, 2024, the Board approved an amendment and restatement of the amended and restated by-laws of the Company (the “Bylaws”), which became effective at that time. Among the changes contained in the Bylaws are the following: a. As a result of the effectiveness of rules related to the use of “universal” proxy cards, updates to the procedural mechanics and disclosure requirements”
ACUITY INC. (DE): Amendment to restated certificate of incorporation to provide for officer exculpation permitted by Delaware law (effective 2024-01-25).
“On January 24, 2024, at the annual meeting of stockholders”
Astrana Health, Inc.: Changed corporate name from Apollo Medical Holdings, Inc. to Astrana Health, Inc (effective 2024-02-26).
“On January 25, 2024, the Company filed a Certificate of Amendment to the Company's Restated Certificate of Incorporation (the “Amendment”) with the Secretary of State of the State of Delaware to change its corporate name from “Apollo Medical Holdings, Inc.” to “Astrana Health, Inc.”, effective as of 12:01 a.m. Eastern Time on February 26, 2024 (the “Name Change”).”
AMCON DISTRIBUTING CO: Stockholders approved amendments to the Certificate of Incorporation to exculpate officers from personal liability for certain breaches of duty of care and to establish exclusive forum provisions for certain legal actions, filed as a Restated Certificate of Incorporation (effective 2024-01-25).
“As described in Item 5.07 below, AMCON Distributing Company (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”) on Thursday, January 25, 2024, at which meeting the Company's stockholders approved amendments to the Company's Certificate of Incorporation (the "Prior Certificate of Incorporation") to i) exculpate officers of the Company from personal liability for certain breaches of the duty of care (the "Exculpation Amendment"), and ii) provide for courts in Delaware to be the exclusive forum for certain legal actions and for federal courts of the United States of America to be the exclusive forum for certain legal actions (the "Exclusive Forum Amendment" and, together with the Exculpation Amendment, the "Amendments").”
Keyarch Acquisition Corp: Amended the Company's Amended and Restated Memorandum and Articles of Association to extend the business combination deadline from January 27, 2024 to July 27, 2024, on a month-to-month basis (effective 2024-01-19).
“the Charter Amendment took effect upon approval of the Extension Amendment Proposal”
Core Scientific, Inc./tx: Company adopted Second Amended and Restated Bylaws on the Effective Date (effective 2024-01-25).
“On the Effective Date, in accordance with the Plan, the Company will file the Third Amended and Restated Certificate of Incorporation (the “ COI ”) with the Secretary of State of the State of Delaware and adopt the Second Amended and Restated Bylaws (the “ Bylaws ”).”
Core Scientific, Inc./tx: Company filed Third Amended and Restated Certificate of Incorporation on the Effective Date (effective 2024-01-25).
“On the Effective Date, in accordance with the Plan, the Company will file the Third Amended and Restated Certificate of Incorporation (the “ COI ”) with the Secretary of State of the State of Delaware and adopt the Second Amended and Restated Bylaws (the “ Bylaws ”).”
Edify Acquisition Corp.: Extended the date by which the company must consummate a business combination from January 20, 2024 to July 20, 2024 (effective 2024-01-20).
“As approved by its stockholders at the Special Meeting, the Company filed a certificate of amendment to its amended and restated certificate of incorporation (the “ Charter Amendment ”) which became effective upon filing. The Charter Amendment changed the date by which EAC must consummate an initial business combination from January 20, 2024 to July 20, 2024.”
RYTHM, Inc.: Increased authorized common shares from 10,000,000 to 35,000,000 and total authorized shares from 13,000,000 to 38,000,000 (effective 2024-01-22).
“approved an amendment to the Company’s Articles of Incorporation, to increase the number of authorized shares of the Company’s common stock from 10,000,000 to 35,000,000, and to correspondingly increase the total authorized shares of stock from 13,000,000 to 38,000,000 (the “Charter Amendment”). The Charter Amendment became effective upon the Company’s filing of the Charter Amendment with the Secretary of State for the State of Nevada on January 22, 2024.”
Bogota Financial Corp.: Amended Bylaws to establish a vice chair position and its duties (effective 2024-01-24).
“On January 24, 2024, the Board of Directors of Bogota Financial Corp. (the “Company”) amended the Company’s Bylaws to establish a vice chair position and the duties associated with such position.”
Tonix Pharmaceuticals Holding Corp.: Increased authorized shares of common stock from 160,000,000 to 1,000,000,000 (effective 2024-01-25).
“On January 25, 2024, Tonix Pharmaceuticals Holding Corp. (the “Company”) filed a Certificate of Amendment to its Articles of Incorporation, as amended, with the Secretary of State of the State of Nevada to increase the number of authorized shares of the Company’s common stock from 160,000,000 to 1,000,000,000 shares (the “Charter Amendment”).”
INOVIO PHARMACEUTICALS, INC.: 1-for-12 reverse stock split of common stock effected through certificate of amendment to certificate of incorporation (effective 2024-01-24).
“On January 24, 2024, Inovio Pharmaceuticals, Inc. (the “ Company ”) filed with the Secretary of State of the State of Delaware a certificate of amendment to its certificate of incorporation, as previously amended (the “ Charter Amendment ”) to effect a 1-for-12 reverse stock split of the Company’s common stock (the “ Reverse Stock Split ”). The Reverse Stock Split became effective at 5:00 p.m. Eastern Time on January 24, 2024.”
NATIONAL BANKSHARES INC: Amended Bylaws to increase board size from 11 to 12 and raise director renomination age limit from 73 to 75 (effective 2024-01-23).
“On January 23, 2024, the Company’s Board of Directors adopted amendments to Article II, Section 2.2 of the Company’s Bylaws, effective immediately, to (i) increase the number of directors of the Company from 11 to 12 and (ii) change the age limit for a director to be renominated to the Board from 73 to 75.”
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.