Charter, bylaw, and control-related changes under 8-K Items 5.03/5.05/5.06.
Titan Environmental Solutions Inc. reported a fiscal year change.
“Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. The information included in Item 1.01 hereof is incorporated by reference herein in its entirety.”
Vivakor, Inc.: Increased authorized capital stock to 215,000,000 shares and changed federal forum selection provisions (effective 2024-01-05).
“filed a Certificate of Amendment (the “Amendment to Articles”) to the Company’s Amended and Restated Articles of Incorporation, as amended, with the Secretary of State of the State of Nevada effecting (i) the increase of the number of shares of capital stock the Company is authorized to issue to 215,000,000, comprised of 200,000,000 shares of common stock, par value $0.001 per share, and 15,000,000 shares of preferred stock, par value $0.001 per share, and (ii) certain changes to the federal forum selection provisions contained therein.”
SECURITY FEDERAL CORP: Deleted Article V, Section 12 - Age Limitation for Officers, which set an age limit of 70 1/2 years old.
“Security Federal Corporation (“Company”)’s Board of Directors approved an amendment of its Bylaws to delete in its entirety Article V – Officers – Section 12. Age Limitation – Officers , which previously contained an age limit of 70 1⁄2 years old for officers of the Company. This amendment is effective immediately.”
CODORUS VALLEY BANCORP INC: Amendment to By-Laws to allow annual meeting date to be fixed by Board, removing requirement to hold by May 31 each year (effective 2024-01-09).
“the Board unanimously approved an amendment (the “By-Law Amendment”) to the Corporation’s Amended and Restated By-Laws (the “By-Laws”), which became effective on January 9, 2024, to allow for the Corporation’s annual meeting of shareholders to be held at such time, date, and place as may be fixed by the Board of Directors that is not inconsistent with the laws of the Commonwealth of Pennsylvania in effect at the time so fixed.”
GAXOS.AI INC.: Amended and restated Article 2, Section 2.4 to lower quorum requirement for shareholder meetings from majority to one-third voting power (effective 2024-01-10).
“On January 10, 2024, the board of directors (the “Board”) of the Company approved an amendment (the “Amendment”) to the bylaws (the “Bylaws”), effective as of January 10, 2024. The Amendment amends and restates Article 2, Section 2.4 in its entirety to lower quorum requirement for shareholder meetings from requiring the holders of a majority in voting power of the stock issued and outstanding and entitled to vote, present in person, or by remote communication, if applicable, or represented by proxy to one-third in voting power of the stock issued and outstanding and entitled to vote, present in person, or by remote communication, if applicable, or represented by proxy.”
GAXOS.AI INC.: Amended Certificate of Incorporation to change company name to Gaxos.ai Inc (effective 2024-01-05).
“On January 5, 2024, Gaxos.ai Inc. (formerly, The NFT Gaming Company, Inc.) (the “Company”) filed an amendment to its Certificate of Incorporation in Delaware (the “Second Amendment to the Certificate of Incorporation”) effective as of January 5, 2024. The Second Amendment to the Certificate of Incorporation amends Article FIRST of the Company’s existing certificate of incorporation in its entirety to change its name to Gaxos.ai Inc.”
Gores Holdings IX, Inc.: Extended the deadline to consummate a business combination from January 14, 2024 to December 6, 2024 (effective 2024-01-09).
“stockholders of the Company approved a proposal to amend and restate the Company’s amended and restated certificate of incorporation (the “Extension Amendment”) to extend the date by which the Company must consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses from January 14, 2024 to December 6, 2024”
eFFECTOR Therapeutics, Inc.: Amendment to certificate of incorporation to effectuate a 1-for-25 reverse stock split, reducing authorized shares proportionally (effective 2024-01-12).
“On January 9, 2024, eFFECTOR Therapeutics, Inc. (the “Company”) filed an amendment (the “Amendment”) to its amended and restated certificate of incorporation to effectuate a reverse stock split of the Company’s common stock, par value $0.0001per share (“Common Stock”).”
bowmo, Inc.: Reduction of authorized common shares from 40 billion to 350 million (effective 2024-01-09).
“On January 9, 2024, bowmo, Inc., Wyoming corporation (the “Company”), filed an Articles of Amendment to its Articles of Incorporation (the “Amendment”), to effect a reduction of the number of authorized shares of its common stock, par value $.001, from Forty Billion (40,000,000,000) shares to Three Hundred Fifty Million (350,000,000) shares.”
SEELOS THERAPEUTICS, INC.: Increased authorized shares of common stock from 16,000,000 to 400,000,000 via a Certificate of Amendment to the Amended and Restated Articles of Incorporation (effective 2024-01-10).
“On January 10, 2024, the Company filed a Certificate of Amendment to the Articles (the “Certificate of Amendment”) with the Secretary of State of the State of Nevada to increase the number of authorized shares of Common Stock from 16,000,000 to 400,000,000.”
NextTrip, Inc.: Filed Certificate of Designation of Series F Convertible Preferred Stock, designating 5,843,993 shares of preferred stock as Series F Preferred (effective 2024-01-04).
“On January 4, 2024, Sigma Additive Solutions, Inc. (the “Company”) filed a Certificate of Designation of Series F Convertible Preferred Stock (the “Certificate of Designation”) with the Secretary of State of the State of Nevada, designating 5,843,993 shares of the Company’s preferred stock as Series F Convertible Preferred Stock, par value $0.001 per share (the “Series F Preferred”).”
OLD REPUBLIC INTERNATIONAL CORP: Amended and restated by-laws to update voting standard for uncontested director elections to majority, remove stockholder list requirement at annual meeting, and incorporate clerical changes. Also approved changes to Governance Guidelines for director resignation policy in uncontested elections (effective 2024-01-09).
“On January 9, 2024, the Board amended and restated the Company’s Amended and Restated By-laws (the “By-laws”), effectively immediately, to, among other things: • update the voting standard for the election of directors to a majority standard in the event of uncontested elections; • remove the requirement that the stockholder list be made available during the annual meeting; and • incorporate other clerical changes that have been approved by the Board.”
INTRUSION INC: Amended and restated bylaws to require a lead independent director when CEO and Chairman roles are held by the same person.
“The Company also agreed to adopt amended and restated bylaws providing that when the Company’s Chief Executive Officer and Chairman of the Board of Directors of the Company are the same individual, the Company will designate a lead independent director.”
MOVING iMAGE TECHNOLOGIES INC.: Amended and restated bylaws to address universal proxy rules, require non-white proxy card color for stockholder solicitations, and make technical clarifying changes (effective 2024-01-08).
“On January 8, 2024, the Board of Directors (the “ Board ”) of Moving iMage Technologies, Inc. (the “ Company ”) approved amended and restated Bylaws (the “ Amended and Restated Bylaws ”) to the Company’s Bylaws, as amended, of the Company, effective immediately.”
Allied Gaming & Entertainment Inc.: Amended bylaws to revise advance notice provisions, stockholder books and records rights, increase voting threshold for bylaw amendments to two-thirds, and add exclusive forum provision (effective 2024-01-05).
“On January 5, 2024, the Board of Directors (the “Board”) of Allied Gaming & Entertainment, Inc. (the “Company”) approved and adopted amendments to the Bylaws of the Company (the “Amended Bylaws”) to, among other things: ● revise the advance notice provision to require stockholders to provide additional information about stockholder proposals and nominees for directors, including ownership requirements, conflicts of interest, and qualification, at both the annual and special meetings of stockholders; ● revise the provisions governing the right of stockholders to request the books and records of the Company to align with Delaware law requirements; ● increase the voting threshold for stockholder amendment of the bylaws to two-thirds (2/3) of outstanding shares; and ● add an exclusive forum provision for adjudication of claims under the Securities Act of 1933, as amended, in Delaware courts.”
MOMENTOUS HOLDINGS CORP.: The Company filed a Certificate of Designation with the Nevada Secretary of State, setting forth the terms of the Series A Preferred Stock, effective October 17, 2023 (effective 2023-10-17).
“On October 17, 2023, the Company filed a Certificate of Designation with the Nevada Secretary of State, setting forth the terms, rights, obligations and preferences of the Series A Preferred Stock. The Certificate of Designation became effective with the Nevada Secretary of State upon filing.”
MOMENTOUS HOLDINGS CORP.: The Company filed an Amended and Restated Articles of Incorporation with the Nevada Secretary of State, effective October 11, 2023 (effective 2023-10-11).
“On October 11, 2023,the Company filed an Amended and Restated Articles of Incorporation with the Nevada Secretary of State. The Amended and Restated Articles of Incorporation became effective with the Nevada Secretary of State upon filing.”
DNOW Inc.: Amended bylaws to conform to name change (effective 2024-01-19).
“Amendment of Bylaws – Corporate Legal Name Change The Board also approved conforming changes to the Company’s bylaws (the “ Amended and Restated Bylaws ”). The Amended and Restated Bylaws will also become effective as of January 19, 2024.”
DNOW Inc.: Amended certificate to change company name from 'NOW Inc.' to 'DNOW Inc.' (effective 2024-01-19).
“Amendment of Certificate of Incorporation – Corporate Legal Name Change On January 8, 2024, the Board of Directors (the “ Board ”) of NOW Inc. (the “ Company ”) approved an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended and restated (the “ Amended and Restated Certificate of Incorporation ”) changing the Company’s corporate legal name from “NOW Inc.” to “DNOW Inc.” (the “ Corporate Legal Name Change ”) to be effective as of January 19, 2024.”
Earth Science Tech, Inc.: Reduce authorized shares of common stock from 750,000,000 to 350,000,000 (effective 2024-01-08).
“On November 28, 2023, Earth Science Tech, Inc., a Florida corporation (the “Company”) amended its Articles Incorporation (the “Amendment’) in the State of Florida to reduce its Authorize Shares of Common Stock from 750,000,000 shares to 350,000,000 shares. The Amendment was through a voting majority Shareholder Written Consent and a Corporate Resolution. The Amendment was stamped and uploaded by the State of Florida on January 8, 2024.”
ESPORTS ENTERTAINMENT GROUP, INC.: Creation of Series E Preferred Stock through Certificate of Designations, amending the articles of incorporation.
“Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year The disclosure required by this Item and included in Item 1.01 of this Current Report is incorporated herein by reference.”
TALPHERA, INC.: Amended and Restated Bylaws to reflect the new corporate name (effective 2024-01-09).
“In connection with the Name Change, the Company amended its Amended and Restated Bylaws to reflect the new corporate name.”
TALPHERA, INC.: Certificate of Amendment filed to change company name from AcelRx Pharmaceuticals, Inc. to Talphera, Inc (effective 2024-01-09).
“On January 9, 2024, Talphera, Inc., formerly known as AcelRx Pharmaceuticals, Inc. (the “Company”), filed with the Secretary of State of the State of Delaware a Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”), to change the name of the Company from “AcelRx Pharmaceuticals, Inc.” to “Talphera, Inc.” (the “Name Change”).”
TITAN PHARMACEUTICALS INC: Filed Certificate of Amendment to effect a 1-for-20 reverse stock split of common stock, effective January 8, 2024 at 5:00 p.m. Eastern Time (effective 2024-01-08).
“On January 8, 2024, Titan Pharmaceuticals, Inc. (the “Company”) filed a Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation (the “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-20 (the “Reverse Split”).”
DSS, INC.: Filed Certificate of Amendment to Certificate of Incorporation to effect a 1-for-20 reverse stock split (effective 2024-01-04).
“On January 4, 2024, the Company filed a Certificate of Amendment (the “Amendment”) to its Certificate of Incorporation (as amended to date, the “Certificate of Incorporation”) with the Secretary of State of the State of New York to effect a one-for-twenty (1-for-20) reverse stock split (the “Reverse Stock Split”) of its issued and outstanding common stock, par value $0.02 per share (the “Common Stock”).”
BranchOut Food Inc.: Amendment to Articles of Incorporation to provide blank check authority for preferred stock (effective 2024-01-04).
“On January 4, 2024, at a Special Meeting of Stockholders (the “Special Meeting”) of BranchOut Food Inc. (the “Company”), the Company’s stockholders approved an amendment to the Company’s Articles of Incorporation providing the Company’s Board of Directors with “blank check” authority with regard to the Company’s authorized shares of preferred stock (the “Amendment”).”
dMY Squared Technology Group, Inc.: Approved amendment to Charter to permit Board to elect to wind up operations earlier than the extended date (effective 2024-01-02).
“a proposal to amend the Charter (the “ Liquidation Amendment ”) to permit the Board, in its sole discretion, to elect to wind up the Company’s operations on an earlier date than the Extended Date or Additional Extended Date, as applicable, as determined by the Board and included in a public announcement (the “ Liquidation Amendment Proposal ”);”
dMY Squared Technology Group, Inc.: Approved amendment to Charter to eliminate net tangible asset limitations on redemption and business combination (effective 2024-01-02).
“a proposal to amend the Charter to eliminate from the Charter (i) the limitation that the Company may not redeem public shares in an amount that would cause the Company’s net tangible assets to be less than $5,000,001 and (ii) the limitation that the Company shall not consummate a business combination unless the Company has net tangible assets of at least $5,000,001 (the “ Redemption Limitation Amendment Proposal ”);”
dMY Squared Technology Group, Inc.: Approved amendment to Charter to allow Class B common stock holders to convert shares into Class A common stock on a one-for-one basis at any time (effective 2024-01-02).
“a proposal to amend the Charter to provide for the right of a holder of Class B common stock of the Company, par value $0.0001 per share (“ Class B common stock ”) to convert their shares of Class B common stock into shares of Class A common stock of the Company, par value $0.0001 per share (“ Class A common stock ”) on a one-for-one basis at any time and from time to time at the election of the holder (the “ Founder Share Amendment Proposal ”);”
dMY Squared Technology Group, Inc.: Approved amendment to Charter to extend business combination deadline from January 4, 2024 to January 29, 2024 and allow further extensions up to December 29, 2025 (effective 2024-01-02).
“a proposal to amend the Company’s Amended and Restated Articles of Organization (the “ Charter ”) to extend the date by which the Company must consummate a business combination from January 4, 2024 to January 29, 2024 and to allow the Company, without another shareholder vote, by resolution of the Board, to elect to further extend the Extended Date up to twenty-three times for an additional one month each time, until up to December 29, 2025 (such proposal, the “ Extension Amendment Proposal ”);”
Blackstone Private Equity Strategies Fund L.P.: Entered into an amended limited partnership agreement with changes to leverage limit, exculpation, independent director requirement, and repurchase program (effective 2024-01-02).
“On January 2, 2024, the Fund entered into an Amended and Restated Limited Partnership Agreement (the “A&R LPA”), with the General Partner, and each of the Fund’s limited partners.”
International Media Acquisition Corp.: Expanded methods to avoid being deemed a 'penny stock' under Rule 419 (effective 2024-01-08).
“Stockholders also approved an amendment to the amended and restated certificate of incorporation (the “ NTA Charter Amendment ”) to expand the methods by which the Company may avoid being deemed a “penny stock” under the Rule 419 under the Securities Exchange Act of 1934, as amended.”
International Media Acquisition Corp.: Extended the deadline to consummate an initial business combination by twelve additional one-month periods from January 2, 2024 to January 2, 2025, with a deposit of $20,000 per extension (effective 2024-01-08).
“the Company filed a certificate of amendment to its amended and restated certificate of incorporation (the “ Extension Charter Amendment ”) which became effective upon filing. The Extension Charter Amendment extended the deadline by which IMAQ must consummate an initial business combination for twelve (12) additional one (1) month periods from January 2, 2024 to January 2, 2025 provided that, in connection with each one-month extension, a deposit of $20,000 is made into the Trust Account”
BioAtla, Inc.: Amended and restated bylaws to conform to Delaware law, update advance notice provisions, and address universal proxy rules (effective 2024-01-05).
“On January 5, 2024, the board of directors (the “Board”) of BioAtla, Inc. (the “Company”) approved and adopted an amendment and restatement of the Company’s Amended and Restated Bylaws (the “Amended and Restated Bylaws”), which became immediately effective.”
Interactive Strength, Inc.: Filed Certificate of Designation for Series A Convertible Preferred Stock, designating 5,000,000 shares and setting rights, preferences, and conversion terms (effective 2024-01-08).
“On January 6, 2024, the Board of Directors of Interactive Strength Inc. (the “Company”) approved the Company’s Series A Convertible Preferred Stock, par value $0.0001 per share (“Series A Preferred Stock”).”
Eiger BioPharmaceuticals, Inc.: Amended charter to effect a one-for-thirty reverse stock split (effective 2024-01-05).
“On December 28, 2023, the Board approved the Reverse Stock Split at a ratio of one-for-thirty. Following such approval, the Company filed an amendment to its Charter (the “ Amendment ”) with the Secretary of State of the State of Delaware to effect the Reverse Stock Split, with an effective time of 11:59 p.m. Eastern Time on January 5, 2024 (the “ Effective Time ”).”
BIMI Holdings Inc.: Bylaws amended to change classified board to standard board composition and update company name (effective 2024-01-05).
“On December 29, 2023, the shareholders of the Company also approved an amendment to the Company’s Amended and Restated Bylaws to change the Company’s classified board to a standard board composition. Accordingly, on January 5, 2024, the Company executed a Certificate of Amendment to the Company’s Amended and Restated Bylaws (the “Bylaws Amendment”) which became effective immediately.”
BIMI Holdings Inc.: Company name changed from BIMI International Medical Inc. to BIMI Holdings Inc. via Certificate of Amendment to the Amended and Restated Certificate of Incorporation (effective 2024-01-05).
“On December 29, 2023, the shareholders of BIMI International Medical Inc. (the “Registrant or the "Company") approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to change the Company’s name from BIMI International Medical Inc. to BIMI Holdings Inc. Accordingly, on January 4, 2024, the Company filed a Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation (the “COI Amendment”) with the Secretary of State of the State of Delaware, which became effective on January 5, 2024.”
Elys BMG Group, Inc.: Changed corporate name from Elys Game Technology, Corp. to Elys BMG Group, Inc (effective 2024-01-04).
“On January 04, 2024, Elys BMG Group Inc. (the “Company”) formerly known as Elys Game Technology, Corp. filed a Certificate of Amendment (the “Certificate of Amendment”) to its Certificate of Incorporation to reflect its corporate name change from “Elys Game Technology, Corp.” to “Elys BMG Group, Inc.””
CHICO'S FAS, INC.: Adopted Merger Sub's bylaws as the bylaws of the Company.
“In addition, at the Effective Time, subject to the provisions of the Merger Agreement, Merger Sub’s Bylaws, as in effect immediately prior to the Effective Time, became the bylaws of the Company.”
CHICO'S FAS, INC.: Amended and restated the articles of incorporation in their entirety to the Second Amended and Restated Articles of Incorporation.
“Pursuant to the Merger Agreement, at the Effective Time, the Restated Articles of Incorporation of the Company, as in effect immediately prior to the Effective Time, were amended and restated in their entirety to be in the form of the Second Amended and Restated Articles of Incorporation, as set forth in an exhibit to the Merger Agreement.”
TENAX THERAPEUTICS, INC.: Effected a 1-for-80 reverse stock split of common stock via Certificate of Amendment to Certificate of Incorporation (effective 2024-01-02).
“Tenax Therapeutics, Inc. (the "Company") filed a Certificate of Amendment to the Company’s Certificate of Incorporation, as amended (the “Certificate of Amendment”) with the Secretary of State of Delaware for the purpose of effecting a reverse stock split of the outstanding shares of the Company’s common stock at a ratio of one share for every 80 shares outstanding (the “Reverse Stock Split”), so that every 80 outstanding shares of common stock before the Reverse Stock Split represents one share of common stock after the Reverse Stock Split.”
CERO THERAPEUTICS HOLDINGS, INC.: Amended charter to allow board to extend business combination deadline up to three additional months, and to provide redemption rights without tender offer rules (effective 2024-01-03).
“On January 3, 2024, the Company’s stockholders approved an amendment (the “ Charter Amendment ”) to the Company’s amended and restated certificate of incorporation, as amended by the First Amendment dated December 20, 2022 and the Second Amendment dated July 7, 2023 (the “ Charter ”), to provide its board of directors the ability to extend the date by which the Company has to consummate a business combination up to three times for one month each time, for a maximum of three additional months.”
Pinstripes Holdings, Inc.: Ceased to be a shell company upon the Closing as a result of the Business Combination.
“As a result of the Business Combination, the Company ceased to be a shell company upon the Closing.”
Pinstripes Holdings, Inc.: Adopted a new Code of Ethics for Principal and Senior Financial Officers (effective 2023-12-29).
“on December 29, 2023, the Board approved and adopted a new Code of Ethics for Principal and Senior Financial Officers”
Pinstripes Holdings, Inc.: Changed fiscal year end from December 31 to the last Sunday in April effective upon the Closing.
“Effective upon the Closing, the Company changed its fiscal year end from December 31 to the last Sunday in April.”
Pinstripes Holdings, Inc.: Amended and restated certificate of incorporation and adopted amended and restated bylaws in connection with the Business Combination.
“the Company filed a second amended and restated certificate of incorporation (the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware and adopted amended and restated bylaws (the “Bylaws”).”
DevvStream Corp.: Extended the date to consummate a business combination from January 1, 2024 to April 1, 2024, with option for monthly extensions up to November 1, 2024 (effective 2023-12-29).
“On December 29, 2023, Focus Impact Acquisition Corp. (the “ Company ” or “ FIAC ”)) held a special meeting of stockholders (the “ Extension Meeting ”) to amend the Company’s amended and restated certificate of incorporation to (i) extend the date (the “ Termination Date ”) by which the Company has to consummate a business combination from January 1, 2024 (the “ Original Termination Date ”) to April 1, 2024 (the “ Charter Extension Date ”) and to allow the Company, without another stockholder vote, to elect to extend the Termination Date to consummate a business combination on a monthly basis for up to seven times by an additional one month each time after the Charter Extension Date, by resolution of the Company’s board of directors if requested by Focus Impact Sponsor, LLC, a Delaware limited liability company (the “ Sponsor ”) , and upon five days’ advance notice prior to the applicable Termination Date, until November 1, 2024, or a total of up to ten months after the Original Termina”
Zalatoris II Acquisition Corp: Shareholders approved amendment to charter to allow holders of Class B common stock to convert shares into Class A common stock on a one-one basis.
“At the Annual Meeting, the Shareholders approved the Founder Share Amendment Proposal for the Company to adopt and file the Amended Charter, which the Company promptly filed following the Shareholders’ approval.”
two: Amended memorandum and articles of association to extend business combination deadline from January 1, 2024 to July 1, 2024 (effective 2023-12-29).
“amendments to the Company’s amended and restated memorandum and articles of association (the “ Charter Amendments ”) to extend the date by which the Company has to consummate an initial business combination from January 1, 2024 to July 1, 2024”
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.