Charter, bylaw, and control-related changes under 8-K Items 5.03/5.05/5.06.
Cyclo Therapeutics, Inc.: The number of authorized shares of common stock was increased from 50,000,000 to 250,000,000 via an amendment to the Articles of Incorporation (effective 2023-12-26).
“the Company’s stockholders approved an amendment to Cyclo’s Articles of Incorporation, as amended (the “Share Increase Amendment”) to effect a share increase of the number of authorized shares of the Company’s common stock from 50,000,000 shares to 250,000,000 shares (the “Share Increase”).”
Revelstone Capital Acquisition Corp.: Amendment to second amended and restated certificate of incorporation to extend business combination deadline to February 21, 2024 (effective 2023-12-21).
“the Company filed an amendment to its second amended and restated certificate of incorporation (the “ Charter ”) with the Delaware Secretary of State on December 21, 2023 (the “ Charter Amendment ”), giving the Company the right to extend the date by which it has to complete a business combination to February 21, 2024.”
AMC Robotics Corp: Deleted existing Amended and Restated Memorandum and Articles of Association and adopted Second Amended and Restated Memorandum and Articles of Association to extend business combination deadline (effective 2023-12-21).
“As approved by the Company’s shareholders at the Meeting on December 21, 2023, by special resolution, the Company deleted the Company’s Amended and Restated Memorandum and Articles of Association (the “ Existing Charter ”) on December 21, 2023, in their entirety, and adopted the Company’s Second Amended and Restated Memorandum and Articles of Association in the form set forth in Annex A to the definitive proxy statement filed with the Securities and Exchange Commission on December 8, 2023 (the “ Extension Amendment ”), reflecting the extension of the date by which the Company must consummate a business combination from the Termination Date up to ten (10) times, the first extension comprised of three months, and the subsequent nine (9) extensions comprised of one month each (each an “ Extension ”) up to December 22, 2024 (i.e., for a period of time ending up to 24 months after the consummation of its initial public offering (the “ IPO ”)) for a total of twelve (12) months after the Term”
MOBIX LABS, INC: Ceased to be a shell company as a result of the Transaction.
“As a result of the Transaction, the Company ceased to be a shell company.”
MOBIX LABS, INC: Adopted new code of business conduct and ethics on Closing Date.
“On the Closing Date, in connection with the Closing, the Board adopted a new code of business conduct and ethics applicable to all of the Company’s directors, employees and contractors.”
MOBIX LABS, INC: Changed fiscal year end from December 31 to September 30 effective Closing Date.
“Effective as of the Closing Date, the Company’s fiscal year end changed from December 31 to September 30.”
MOBIX LABS, INC: Amended and restated certificate of incorporation and bylaws.
“On the Closing Date, the Company amended and restated its certificate of incorporation (as amended and restated, the “Amended and Restated Charter”), which became effective upon filing with the Secretary of State of the State of Delaware on the Closing Date and included the amendments proposed by the above proposals, and adopted amended and restated bylaws (the “Amended and Restated Bylaws”), which became effective immediately prior to the Closing.”
Zoomcar Holdings, Inc.: Removed requirement limiting ability to redeem ordinary shares and consummate initial business combination if redemptions would cause net tangible assets below $5,000,001 (effective 2023-12-19).
“At the Business Combination Meeting, the shareholders of IOAC approved by special resolution under Cayman Islands law, amendments (collectively, the “NTA Amendment”) to IOAC’s Amended and Restated Memorandum and Articles of Association (the “Existing Organizational Documents”) to remove the requirements contained in the Existing Organizational Documents limiting IOAC’s ability to redeem ordinary shares and consummate an initial business combination if such redemptions would cause IOAC to have less than $5,000,001 in net tangible assets.”
Airship AI Holdings, Inc.: Change in shell company status as BYTS ceased being a shell company upon consummation of the Business Combination.
“As a result of the Business Combination, BYTS ceased being a shell company.”
Airship AI Holdings, Inc.: Adoption of a new Code of Ethics applicable to employees, officers, and directors (effective 2023-12-21).
“In connection with the Business Combination, on December 21, 2023, the Board approved and adopted a new Code of Ethics applicable to all employees, officers and directors of the Company, including the Company’s principal executive officer, principal financial officer and principal accounting officer or controller (or persons performing similar functions to the aforementioned officers).”
Airship AI Holdings, Inc.: Adoption of new bylaws in connection with the Business Combination (effective 2023-12-20).
“On December 20, 2023, in connection with the Domestication, the Company filed the Charter with the Secretary of State of the State of Delaware and adopted the Bylaws, in the form approved by BYTS shareholders at the Extraordinary General Meeting.”
Airship AI Holdings, Inc.: Approval and filing of amended certificate of incorporation changing name from BYTE Acquisition Corp. to Airship AI Holdings, Inc. and altering capital stock structure (effective 2023-12-20).
“At the Extraordinary General Meeting, BYTS shareholders approved the Company’s certificate of incorporation (the “Charter”) to, among other things, change the corporate name from “BYTE Acquisition Corp.” to “Airship AI Holdings, Inc.”, change the total number of shares of the Company’s capital stock from (a) 200,000,000 BYTS Class A Ordinary Shares, 20,000,000 BYTS Class A Ordinary Shares and 1,000,000 preference shares, par value $0.0001 per share, of BYTS to (b) 200,000,000 shares of Airship Pubco Common Stock and 5,000,000 shares of preferred stock, par value $0.0001 per share, of Airship Pubco and authorize all other changes in connection with the replacement of BYTS’s Cayman constitutional documents with the Charter and the Company’s bylaws (the “Bylaws”) in connection with the consummation of the Business Combination.”
Pasithea Therapeutics Corp.: Reverse stock split via Certificate of Amendment to Amended and Restated Certificate of Incorporation (effective 2024-01-02).
“On December 28, 2023, Pasithea Therapeutics Corp. (the “Company”) filed a Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company with the Secretary of State of the State of Delaware (the “Certificate of Amendment”), reflecting a one-for-twenty reverse stock split”
Global Gas Corp: Ceased to be a shell company as a result of business combination.
“the Company ceased to be a shell company (as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended) as of the Closing Date.”
Global Gas Corp: Adopted new Code of Business Conduct and Ethics.
“In connection with the Business Combination, on the Closing Date, the Board approved and adopted a new Code of Business Conduct and Ethics applicable to all employees, officers and directors of the Company, including the Company’s principal executive officer, principal financial officer and principal accounting officer or controller (or persons performing similar functions to the aforementioned officers).”
Global Gas Corp: Adopted Amended and Restated Bylaws.
“On the Closing Date, the Amended and Restated Bylaws of the Company (the “Bylaws”) became effective as of the Effective Time.”
Global Gas Corp: Adopted Second Amended and Restated Certificate of Incorporation.
“The Second Amended and Restated Certificate of Incorporation of the Company (the “Certificate of Incorporation”), which became effective upon filing with the Secretary of State of the State of Delaware on the Closing Date, includes the amendments proposed by the Charter Proposal.”
FARADAY FUTURE INTELLIGENT ELECTRIC INC.: Filed Certificate of Designation for Series A Preferred Stock establishing preferences, rights, and limitations (effective 2023-12-21).
“On December 21, 2023, in connection with the Purchase Agreement, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of Series A Preferred Stock (the “Series A Certificate of Designation”) with the Secretary of State of the State of Delaware.”
Katapult Holdings, Inc.: Amended and restated bylaws to update for changes in Delaware General Corporate Law and implement edits related to Rule 14a-19, including revised stockholder meeting procedures and nomination requirements (effective 2023-12-28).
“On December 28, 2023, the Board of Directors (the “ Board ”) of Katapult Holdings, Inc. (the “ Company ”) approved and adopted amended and restated bylaws (the “ Second Amended and Restated Bylaws ”), which became effective the same day, to update for changes in the Delaware General Corporate Law (the “ DGCL ”) and implement edits related to the new Rule 14a-19 under the Securities Exchange Act of 1934, as amended (“Rule 14a-19”), including the following changes:”
Myseum.AI, Inc.: Increased authorized common stock from 18,000,000 to 180,000,000 shares (effective 2023-12-27).
“On December 27, 2023, DatChat, Inc. (the “Company”), filed a Certificate of Change (the “Certificate of Change”) with the Secretary of State of the State of Nevada to increase the number of authorized common stock from 18,000,000 shares to 180,000,000 shares.”
Staffing 360 Solutions, Inc.: Increased authorized shares of Common Stock from 200,000,000 to 250,000,000 and made corresponding change to authorized shares of capital stock (effective 2023-12-28).
“At the Annual Meeting, the Company’s stockholders also approved an amendment to the Amended and Restated Certificate of Incorporation of the Company (as amended to date, the “Charter”) to increase the number of authorized shares of Common Stock from 200,000,000 to 250,000,000 shares and to make a corresponding change to the number of authorized shares of capital stock of the Company (the “Authorized Share Increase Amendment”). On December 28, 2023, the Company filed a Certificate of Amendment of Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of Delaware in the form of the Authorized Share Increase Amendment.”
Avalo Therapeutics, Inc.: Effected a reverse stock split at a ratio of 1-for-240 shares of common stock (effective 2023-12-28).
“Avalo Therapeutics, Inc. (the “Company”) filed a Certificate of Amendment to its Amended and Restated 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 (the “Reverse Stock Split”) of the outstanding shares of the Company’s common stock at a ratio of one (1) share for every two hundred forty (240) shares outstanding”
Arcadium Lithium plc: Amended articles of association to remove provisions requiring additional information from shareholders and to allow director removal with or without cause (effective 2023-12-20).
“Amendments to Articles of Association On December 20, 2023, in connection with the Transaction Agreement, Arcadium amended and restated its articles of association (the “ Amended Articles ”).”
RF Acquisition Corp.: Approved and filed amendments to extend the business combination deadline and remove the net tangible asset requirement (effective 2023-12-27).
“On December 27, 2023, the Company filed a certificate of amendment to its Existing Charter with the Secretary of State of the State of Delaware to reflect the Extension Amendment Proposal and the NTA Amendment Proposal (collectively the “ Charter Amendments ”).”
Slam Corp.: Extended the deadline to consummate a business combination from December 25, 2023 to January 25, 2024 and allowed monthly extensions up to December 25, 2024 (effective 2023-12-22).
“On December 22, 2023, Slam Corp. (the “ Company ”) held an Extraordinary General Meeting of Shareholders (the “ Shareholder Meeting ”) to amend the Company’s amended and restated memorandum and articles of association (the “ Articles ”) to extend the date (the “ Termination Date ”) by which the Company has to consummate a business combination (the “ Articles Extension ”) from December 25, 2023 (the “ Amended Termination Date ”) to January 25, 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 Company’s board of directors if requested by Slam Sponsor, LLC, and upon five days’ advance notice prior to the applicable Termination Date, until December 25, 2024, or a total of up to twelve months after the Amended Termination Date, unless”
Airship AI Holdings, Inc.: Adopted bylaws in connection with domestication as a Delaware corporation (effective 2023-12-20).
“In connection with the Domestication, the Company filed its certificate of incorporation (the “Charter”) with the Secretary of State of the State of Delaware and adopted its bylaws (the “Bylaws”), in the form approved by BYTS shareholders at the Extraordinary General Meeting.”
Airship AI Holdings, Inc.: Filed certificate of incorporation and certificate of corporate domestication in Delaware, and amended certificate to change name to Airship AI Holdings, Inc (effective 2023-12-20).
“On December 20, 2023, BYTS filed a notice of deregistration with the Cayman Registrar, together with the necessary accompanying documents, and filed a certificate of incorporation and a certificate of corporate domestication with the Secretary of State of the State of Delaware, under which BYTS de-registered from the Cayman Registrar by way of continuation out of the Cayman Islands and into the State of Delaware so as to migrate to and domesticate as a Delaware corporation. In connection with the Domestication, the Company filed its certificate of incorporation (the “Charter”) with the Secretary of State of the State of Delaware and adopted its bylaws (the “Bylaws”), in the form approved by BYTS shareholders at the Extraordinary General Meeting. Immediately after the filing of the Certificate of Incorporation, the Company filed an amendment to the Certificate of Incorporation (the “Charter Amendment”) to change the Company’s name to “Airship AI Holdings, Inc.””
POINT Biopharma Global Inc.: Amended and restated bylaws effective at merger close.
“the by-laws of Merger Sub immediately prior to the Effective Time became the by-laws of the Company effective as of the Effective Time”
POINT Biopharma Global Inc.: Amended and restated certificate of incorporation in connection with merger.
“the Company’s certificate of incorporation, as in effect immediately prior to the Effective Time, was amended and restated in its entirety”
FARADAY FUTURE INTELLIGENT ELECTRIC INC.: Filing of Series A Certificate of Designation establishing preferences, rights, and limitations of Series A Preferred Stock (effective 2023-12-21).
“On December 21, 2023, in connection with the Purchase Agreement, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of Series A Preferred Stock (the “Series A Certificate of Designation”) with the Secretary of State of the State of Delaware.”
Nxu, Inc.: Filed Certificate of Amendment to effect a 1-for-150 reverse stock split of Class A Common Stock, effective after market close on December 26, 2023 (effective 2023-12-26).
“On December 26, 2023, the Company filed a Certificate of Amendment to the Certificate of Incorporation (the “ Certificate of Amendment ”) with the Secretary of State of the State of Delaware to effect a reverse stock split (the “ Reverse Stock Split ”) of the Class A Common Stock at a ratio of 1-for-150 (the “ Reverse Stock Split Ratio ”).”
Nxu, Inc.: Filed Certificate of Designations for Series A Convertible Preferred Stock, setting forth rights, preferences, and privileges of the new series (effective 2023-12-22).
“On December 22, 2023, the Company filed a Certificate of Designations of Series A Convertible Preferred Stock (the “ Certificate of Designations ”) with the Secretary of State of the State of Delaware, which sets forth the rights, preferences, and privileges of the Series A Preferred Stock.”
MDWerks, Inc.: Company ceased being a shell company upon closing of a merger (effective 2023-12-08).
“the Company ceased being a shell company on December 8, 2023 as such term is defined in Rule 12b-2 under the Exchange Act.”
COMSCORE, INC.: Filed a Certificate of Amendment to implement a 1-for-20 reverse stock split and proportionally reduce authorized shares of Common Stock from 275,000,000 to 13,750,000 and total authorized shares from 380,000,000 to 118,750,000 (effective 2023-12-20).
“On December 20, 2023 (the "Effective Date"), the Company filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation (the "COI Certificate of Amendment") with the Secretary of State of the State of Delaware to implement a previously announced reverse stock split.”
METROPOLITAN LIFE INSURANCE CO: Amended By-Laws to permit special meetings of the Board on shorter notice, remove Chairman as officer, and allow multiple Presidents (effective 2023-12-21).
“On December 21, 2023, the Superintendent of the New York State Department of Financial Services (the “Superintendent”) approved amendments to the By-Laws (as so amended, the “By-Laws”) of Metropolitan Life Insurance Company (the “Company”) previously approved by the Company’s Board of Directors (the “Board”), rendering them effective.”
SIMMONS FIRST NATIONAL CORP: The Company adopted amended and restated versions of its Code of Ethics and Finance Group Code of Ethics, effective December 19, 2023, clarifying waiver processes and making administrative revisions (effective 2023-12-19).
“On December 19, 2023, the Board adopted amended and restated versions of the Company’s Code of Ethics (“Code”) and the Company’s Finance Group Code of Ethics (“Finance Code”), both effective as of such date.”
SIMMONS FIRST NATIONAL CORP: The Company adopted amended and restated bylaws effective December 19, 2023, with changes including provisions for remote shareholder meetings, board committee flexibility, and other revisions (effective 2023-12-19).
“On December 19, 2023, the Board of Directors (the “Board”) of Simmons First National Corporation (the “Company”) adopted amended and restated bylaws of the Company (the “Amended and Restated Bylaws”), effective as of such date.”
Pinstripes Holdings, Inc.: Eliminated the limitation that the company cannot redeem public stock if such redemption would result in net tangible assets less than $5,000,001 (effective 2023-12-21).
“eliminate from the Certificate of Incorporation the limitation that Banyan may not redeem public stock to the extent that such redemption would result in Banyan having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934, as amended), of less than $5,000,001 (the “ Redemption Limitation ”) in order to allow Banyan to redeem public stock, irrespective of whether such redemption would exceed the Redemption Limitation”
Pinstripes Holdings, Inc.: Extended the termination date for business combination from December 24, 2023 to January 24, 2024 and allowed monthly extensions for up to thirteen additional months (effective 2023-12-21).
“extend the date (the “ Termination Date ”) by which Banyan has to consummate a business combination from December 24, 2023 (the “ Original Termination Date ”) to January 24, 2024 (the “ Charter Extension Date ”) and to allow Banyan, without another stockholder vote, to elect to extend the Termination Date to consummate a business combination on a monthly basis for up to twelve times by an additional one month each time after the Charter Extension Date, by resolution of Banyan’s board of directors if requested by Banyan Acquisition Sponsor LLC, a Delaware limited liability company (the “ Sponsor ”) and upon five days’ advance notice prior to the applicable Termination Date, until January 24, 2025, or a total of up to thirteen months after the Original Termination Date, unless the closing of an initial business combination shall have occurred prior thereto”
Aditxt, Inc.: Filed Certificate of Designation for Series A-1 Convertible Preferred Stock with the Delaware Secretary of State (effective 2023-12-22).
“On December 22, 2023, the Company filed a Certificate of Designation for its Series A-1 Preferred Stock with the Secretary of State of Delaware (the “ Series A-1 Certificate of Designations ”).”
Funko, Inc.: Amended and Restated Bylaws adopted to address universal proxy rules, update stockholder proposal disclosure, add exclusive federal forum provision, and make technical updates (effective 2023-12-22).
“On December 22, 2023, the Board of Directors (the “ Board ”) of Funko, Inc., a Delaware corporation (the “ Company ”) approved and adopted the Company’s Amended and Restated Bylaws (the “ Amended and Restated Bylaws ”), which became effective the same day.”
Camping World Holdings, Inc.: Amended and restated bylaws to address universal proxy rules, update disclosure requirements, limit director nominations, require non-white proxy card from stockholders, and add exclusive federal forum for Securities Act claims (effective 2023-12-21).
“On December 21, 2023, the Board of Directors (the “ Board ”) of Camping World Holdings, Inc., a Delaware corporation (the “ Company ”), approved and adopted the Company’s Amended and Restated Bylaws (the “ Amended and Restated Bylaws ”), which became effective the same day.”
Toughbuilt Industries, Inc: On December 21, 2023, the Company filed a Certificate of Amendment to effect a 1-for-65 reverse stock split, approved by stockholders and the Board, effective January 1, 2024 (effective 2024-01-01).
“On December 21, 2023, ToughBuilt Industries, Inc., a Nevada corporation (the “ Company ”) filed a Certificate of Amendment to the Company’s Amended and Restated Articles of Incorporation, as amended (the “ Certificate of Amendmen t”), with the Secretary of State of Nevada to effect a 1-for-65 reverse stock split of the shares of the Company’s common stock, par value $0.0001 per share (the “ Common Stock ”), issued and outstanding, effective as of 4:30 p.m. (New York time) on January 1, 2024”
FIVE STAR BANCORP: Board approved Second Amended and Restated Bylaws to incorporate universal proxy card requirements under SEC Rule 14a-19 and related technical changes (effective 2023-12-21).
“On December 21, 2023, the Board of Directors of Five Star Bancorp (the “Company”) approved the Company’s Second Amended and Restated Bylaws (the “Bylaws”). The Bylaws were amended to reflect the requirements of the United States Securities and Exchange Commission relating to the use of universal proxy cards in contested director elections, along with certain other technical changes related thereto.”
MOLINA HEALTHCARE, INC.: Amended and Restated Bylaws adopted, effective immediately, making changes including universal proxy rules, stockholder nomination procedures, exclusive forum provision, and other updates (effective 2023-12-22).
“On December 22, 2023, the Board of Directors (the “Board”) of Molina Healthcare, Inc. (the “Company”) approved and adopted the Company’s Amended and Restated Bylaws (the “Amended and Restated Bylaws”), effective immediately.”
Cencora, Inc.: Amended and restated bylaws to clarify standard for election of directors, specifying majority vote except in contested elections where plurality vote applies (effective 2023-12-26).
“On December 26, 2023 the Board of Directors of Cencora, Inc. (the “Company”) approved an amendment and restatement of the Company’s bylaws (as amended and restated, the “Amended and Restated Bylaws”), effective immediately, to provide clarifying edits with respect to the standard for the election of directors set forth in Section 2.09(b) of the Amended and Restated Bylaws.”
Data443 Risk Mitigation, Inc.: Amended Certificate of Designation of Series A Convertible Preferred Stock to add a 9.99% beneficial ownership limitation and revert conversion ratio to pre-reverse stock split ratio (effective 2023-12-20).
“On December 20, 2023, the Certificate of Designation of Series A Convertible Preferred Stock (“ Series A Stock ”) of Data443 Risk Mitigation, Inc. (the “ Company ”) was amended (as so amended, the “ Amended Series A CoD ”) in order (i) to add a beneficial ownership limitation to the Series A Stock, such that a holder may not convert Series A Stock into the Company’s common stock, par value $0.001 (“ Common Stock ”) to the extent that the holder would beneficially own more than 9.99% of the Common Stock outstanding immediately after giving effect to the conversion of Series A Stock and (ii) to revert the conversion ratio of the Company’s Series A Stock to its pre-reverse stock split conversion ratio of 1,000 shares of Common Stock, for each one share of Series A Stock.”
Kinetic Seas Inc.: Board approved resolution to enter business of artificial intelligence hosting, research & development, and consulting, and recommended name change, indicating change from shell company (effective 2023-12-14).
“On December 14, 2023, the Board of Directors of the Company approved a resolution to enter the business of artificial intelligence hosting, research & development, and consulting.”
Alternus Clean Energy, Inc.: Third Amended and Restated Certificate of Incorporation filed with Delaware Secretary of State (effective 2023-12-22).
“on December 22, 2023, the Company filed the Charter with the Secretary of State of the State of Delaware.”
Alternus Clean Energy, Inc.: Company ceased to be a shell company upon closing of business combination.
“Upon the Closing, the Company ceased to be a shell company.”
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.