Charter, bylaw, and control-related changes under 8-K Items 5.03/5.05/5.06.
Ceres Classic L.P.: Amended certificate of limited partnership to reflect change in address of general partner (effective 2023-12-20).
“On December 20, 2023, the General Partner filed with the Secretary of State of Delaware a Certificate of Amendment to the Certificate of Limited Partnership for the Registrant noting the change in address of the General Partner.”
Peraso Inc.: Filed amendment to Second Amended and Restated Certificate of Incorporation to implement a 1-for-40 reverse stock split (effective 2024-01-02).
“On December 15, 2023, Peraso Inc. (the “Company”) filed an amendment to its Second Amended and Restated Certificate of Incorporation (as amended, the “Amended and Restated Certificate of Incorporation”) (the “Charter Amendment”), with the Secretary of State of Delaware to implement a 1-for-40 reverse stock split, such that every forty shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), will be combined into one issued and outstanding share of Common Stock, with no change in the $0.001 par value per share (the “Reverse Stock Split”).”
Santander Holdings USA, Inc.: Filed Articles of Amendment to add Series G Preferred Stock rights, preferences, and limitations to the Articles of Incorporation (effective 2023-12-19).
“On December 15, 2023, in connection with the Purchase Agreement, the Company filed Articles of Amendment (the “Amendment”) with the Secretary of State of the Commonwealth of Virginia amending the Company’s existing Articles of Incorporation by adding to Article III the rights, preferences, privileges, qualifications, restrictions and limitations of the Company’s newly created Series G Preferred Stock, consisting of 500,000 authorized shares.”
PUBLIX SUPER MARKETS INC: Amended and restated bylaws to create Executive Chairman, remove Vice Chairman, enhance stockholder nomination and proposal procedures, add expense advancement for directors/officers, add exclusive forum provisions, and make administrative changes (effective 2023-12-18).
“On December 18, 2023, the Board of Directors (Board) of Publix Super Markets, Inc. (Company) approved the adoption of the Amended and Restated By-laws of the Company (New By‐laws), which amend and restate the Amended and Restated By-laws of the Company, dated November 14, 2012 (Existing By‐laws), in their entirety.”
Bayview Acquisition Corp: Amended and Restated Memorandum and Articles of Association adopted in connection with IPO (effective 2023-12-14).
“On December 14, 2023, in connection with the IPO, the Company adopted its Amended and Restated Memorandum and Articles of Association (the “Amended Charter”), effective the same day.”
Sidus Space Inc.: Certificate of amendment to effect a 1-for-100 reverse stock split of common stock (effective 2023-12-19).
“the Company filed with the Secretary of State of the State of Delaware a certificate of amendment to its certificate of incorporation (the “Certificate of Amendment”) to effect the Reverse Stock Split. The Reverse Stock Split became effective as of 4:01 p.m. Eastern Time on December 19, 2023”
Tevogen Bio Holdings Inc.: Adopted and filed an amended charter to extend the deadline for an initial business combination to September 15, 2024, with a series of extension mechanisms and required deposits into the trust account (effective 2023-12-19).
“At the Extraordinary General Meeting, the Shareholders approved the Extension Amendment Proposal for the Company to adopt and file the Amended Charter, which the Company promptly filed following the Shareholders’ approval.”
TFF Pharmaceuticals, Inc.: Filed Certificate of Amendment to effect a 1-for-25 reverse stock split of common stock (effective 2023-12-19).
“On December 18, 2023, TFF Pharmaceuticals, Inc. (the “Company”) filed with the Delaware Secretary of State a Certificate of Amendment (“Amendment”) to its Second Amended and Restated Certificate of Incorporation to effect a one for twenty-five (25) reverse stock split (“Reverse Split”) of its issued and outstanding shares of common stock. The effective time of the Reverse Split is 12:01 AM ET on December 19, 2023.”
Golub Capital BDC 3, Inc.: Increased authorized shares from 101,000,000 to 111,000,000 (effective 2023-12-18).
“On December 18, 2023, Golub Capital BDC 3, Inc. (the “Company”) filed articles of amendment to the Company’s charter to increase the number of authorized shares of stock of the Company from 101,000,000 shares to 111,000,000 shares, consisting of 110,000,000 shares of common stock, $0.001 par value per share, and 1,000,000 shares of preferred stock, $0.001 par value per share (the “Charter Amendment”).”
Neurogene Inc.: Adopted a new Code of Business Conduct and Ethics, superseding the prior code (effective 2023-12-18).
“On December 18, 2023, in connection with the closing of the Merger, the Board adopted a new Code of Business Conduct and Ethics of the Company (the “ Code of Conduct ”), effective as of such date. The Code of Conduct supersedes the existing Code of Business Conduct and Ethics, as previously adopted by Neoleukin’s board of directors on March 23, 2021 (the “ Existing Code of Conduct ”).”
Neurogene Inc.: Adopted amended and restated bylaws revising voting standards, advance notice deadlines, and other governance provisions (effective 2023-12-18).
“On December 18, 2023, in connection with the closing of the Merger, the Board adopted an amendment and restatement of the Company’s Amended and Restated Bylaws (as so amended and restated, the “ Amended and Restated Bylaws ”), effective as of such date, in order to, among other things: • revise the voting standards for matters submitted to a vote of stockholders other than for the election of directors to be the affirmative vote of the holders of at least a majority of the voting power of the Company’s stock present in person or represented by proxy and entitled to vote on the matter, except as otherwise required by the Amended and Restated Charter, the Amended and Restated Bylaws, or any law, rule or regulation; • update the procedural and disclosure requirements for director nominations made and business proposals submitted by stockholders (other than proposals submitted pursuant to Rule 14a-8 under the Exchange Act); • revise the time period during which notices of director nominati”
Neurogene Inc.: Amended and restated certificate of incorporation to increase authorized shares, effect reverse stock split, and name change (effective 2023-12-18).
“To effect the Authorized Share Increase, Reverse Stock Split and the Company Name Change (as defined in Item 1.01 of this Current Report on Form 8-K under the heading “ Introductory Note ”), Neoleukin filed a Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware (the “ Certificate of Amendment ”), with an effective time of 12:02 a.m., Eastern Time, on December 18, 2023”
HUNTINGTON INGALLS INDUSTRIES, INC.: Amendments to the Code of Ethics and Business Conduct, effective January 1, 2024, updating various sections including CEO letter, mission statement, security, ethical decision-making, substance abuse, restrictive trade/boycotts, supplier gifts limit, and terminology changes (effective 2024-01-01).
“On December 15, 2023, the board of directors of Huntington Ingalls Industries, Inc. (the “Company”) approved amendments (the “Amendments”), effective January 1, 2024, to the Company’s Code of Ethics and Business Conduct (the “Code of Ethics”).”
SinglePoint Inc.: Filed a Certificate of Change Amendment to effect a 1-for-26 reverse stock split and a proportionate reduction in authorized shares from 5,000,000,000 to 192,307,693 (effective 2023-12-14).
“On December 14, 2023, the Company filed a Certificate of Change Amendment to its Amended and Restated Articles of Incorporation (the “ Certificate ”) with the Secretary of State of the State of Nevada to effect (i) a 1-for-26 reverse stock split (the “ Reverse Stock Split ”) of the Common Stock, and (ii) a proportionate related reduction in the number of the Company’s authorized shares of Common Stock from 5,000,000,000 to 192,307,693 (the “ Authorized Share Reduction ”).”
Duke Energy CORP: Adopted forum selection by-law specifying Delaware Court of Chancery as exclusive forum for certain internal claims and federal district courts for Securities Act claims (effective 2023-12-14).
“On December 14, 2023, the Board of Directors (the “Board”) of Duke Energy Corporation (the “Corporation”) adopted Amended and Restated By-Laws (the “By-Laws”), effective immediately. The amendments adopt a forum selection by-law”
JOHN WILEY & SONS, INC.: Board approved amendment and restatement of the Company's Bylaws, effective December 13, 2023, with various updates including virtual meeting provisions, advance notice requirements, exclusive forum clauses, and emergency bylaws (effective 2023-12-13).
“On December 13, 2023, the Board of Directors (“Board”) of John Wiley & Sons, Inc. (the “Company”) approved the amendment and restatement of the Company’s Bylaws (the “Amended & Restated Bylaws”), thereby amending and restating the Company’s existing bylaws, dated September 20, 2007 (the “Existing Bylaws”).”
BIO KEY INTERNATIONAL INC: Approved amendment to Certificate of Incorporation to effect a 1-for-18 reverse stock split, effective December 20, 2023 (effective 2023-12-20).
“At the above referenced Special Meeting, stockholders of the Company approved an amendment to the Company’s Certificate of Incorporation, as amended, to effect a reverse stock split of the Common Stock in the range of 1-for-6 to 1-for-20, with the final decision of whether to proceed with the reverse stock split and the exact ratio and timing of the reverse stock split to be determined by the Board, in its discretion, no later than December 22, 2023”
NWPX Infrastructure, Inc.: Amended and Restated Bylaws enhancing special meeting requirements, changing shareholder proposal deadlines, and allowing board to postpone/cancel/reschedule meetings, with technical and modernizing changes (effective 2023-12-14).
“On December 14, 2023, the Board of the Company approved the Company’s Amended and Restated Bylaws (the “Bylaws”), effective immediately. Among other things, the amendments effected by the Bylaws enhance the requirements for shareholders to call a special meeting, change the deadline for shareholder proposals and provide the Board the ability to postpone, cancel or reschedule shareholder meetings.”
FIRST MERCHANTS CORP: Added new Article IV, Section 10 with advance notice provisions for director nominations and other business, updated for universal proxy card rules under Rule 14a-19 (effective 2023-11-09).
“On November 9, 2023, the Board of Directors of First Merchants Corporation (the “Corporation”) amended the Corporation’s bylaws to add a new Article IV, Section 10 providing advance notice provisions that apply when a shareholder intends to propose a director nomination or other business at a shareholder meeting.”
ReposiTrak, Inc.: Company changed its corporate name from Park City Group, Inc. to ReposiTrak, Inc. via a merger with a wholly-owned subsidiary (effective 2023-12-21).
“On December 18, 2023, Park City Group, Inc. d/b/a ReposiTrak (the “ Company ”) filed Articles of Merger with the Nevada Secretary of State (the “ Articles of Merger ”) to effect a merger of the Company and ReposiTrak, Inc., a Utah corporation and wholly-owned subsidiary of the Company (the “ Subsidiary ”), whereby, pursuant to an Agreement and Plan of Merger (the “ Merger Agreement ”), the Subsidiary merged with and into the Company, with the Company as the surviving corporation (the “ Merger ”).”
FIFTH THIRD BANCORP: Amended and restated Regulations to clarify shareholder proposal procedures and reduce inspector of elections requirement (effective 2023-12-12).
“Effective December 12, 2023, the Board of Directors of the Company amended and restated its Regulations (as so amended, the “Regulations”). Section 11 of Article II of the Regulations was revised to expressly clarify the procedures for shareholder proponents in connection with the Company’s annual meeting of the shareholders, including requirements related to the proposal of nominees, delivery and solicitation of a proponent’s proxy, notifications to the Company, and determination and effect of non-compliance. Additionally, Section 11 clarifies that shareholder proponents must use a proxy card printed on non-white paper. In addition, Section 7 of Article II of the Regulations was also revised to reduce the number of required inspectors of elections for the annual meeting of the shareholders from three to one. Other non-substantive, ministerial, clarifying and conforming changes have been made throughout the Regulations.”
ECD Automotive Design, Inc.: Company ceased being a shell company as a result of the Business Combination.
“As a result of the Business Combination, EFHT ceased being a shell company.”
ECD Automotive Design, Inc.: New Code of Ethics and Business Conduct adopted (effective 2023-12-12).
“on December 12, 2023, the Board approved and adopted a new Code of Ethics and Business Conduct 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).”
ECD Automotive Design, Inc.: Amended and Restated Bylaws adopted to set procedures to nominate directors.
“The Board approved and adopted the Amended and Restated Bylaws of EFHT (the "Amended Bylaws") to among other things, set the procedures to nominate directors.”
ECD Automotive Design, Inc.: Second Amended and Restated Certificate of Incorporation to change name, increase authorized shares, add director classes, and remove blank check provisions.
“EFHT’s stockholders also approved a Second Amended and Restated Certificate of Incorporation ("Amended Charter") to, among other things, change EFHT’s name to "ECD Automotive Design, Inc.", increase the total number of authorized shares of Company Common Stock from 100,000,000 to 1,000,000,000 and the number of authorized preferred stock from 1,000,000 to 20,000,000, add classes of the Combined Company’s directors and remove blank check provisions and to replace the Charter following the consummation of the Business Combination.”
INNO HOLDINGS INC.: Adopted Amended and Restated Bylaws effective December 18, 2023 (effective 2023-12-18).
“the Company adopted its Amended and Restated Bylaws (the “ Amended Bylaws ”), effective the same day.”
Abpro Holdings, Inc.: Amendment to extend the deadline for consummating a business combination from December 19, 2023 to March 19, 2024, with possible monthly extensions up to September 19, 2024 (effective 2023-12-15).
“the stockholders approved a proposal to amend the Company’s amended and restated certificate of incorporation, as amended (the “ Charter ”), to extend the date by which the Company must (i) consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving the Company and one or more businesses (a “ Business Combination ”), (ii) cease its operations if it fails to complete such Business Combination, and (iii) redeem or repurchase 100% of the Company’s Series A common stock included as part of the units sold in the Company’s initial public offering that was consummated on January 19, 2022 (the “ Public Shares ”), from December 19, 2023 (the “ Original Termination Date ”) to March 19, 2024 (the “ Extended Date ”)”
Tevogen Bio Holdings Inc.: Amended charter to extend business combination deadline to September 15, 2024.
“the Shareholders approved the Extension Amendment Proposal for the Company to adopt and file the Amended Charter”
Bolt Projects Holdings, Inc.: Extended the deadline to consummate a business combination from December 19, 2023 to September 19, 2024, with monthly extension payments of $0.02 per public share up to $20,000 per month (effective 2023-12-12).
“the Company filed a certificate of amendment to its amended and restated certificate of incorporation (as amended, the “Charter”) which became effective upon filing.”
AdTheorent Holding Company, Inc.: Adopted second amended and restated bylaws effective immediately, including updates for universal proxy rules, DGCL changes, and ministerial changes (effective 2023-12-18).
“On December 18, 2023, the Board adopted the second amended and restated bylaws (the “Second Amended and Restated Bylaws”), effective immediately.”
Applied UV, Inc.: Filed a Certificate of Change to effect a 1-for-25 reverse stock split and decrease authorized shares of common stock (effective 2023-12-12).
“Applied UV, Inc. (the “Company”) filed a Certificate of Change to the Company’s Articles of Incorporation with the Secretary of State of the State of Nevada (the “Certificate of Change”) to effect a 1-for-25 reverse stock split (the “reverse stock split”) of the shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), on December 12, 2023, and simultaneously decrease the total number of authorized shares of Common Stock at the same ratio as the reverse stock split.”
Canopy Growth Corp: Filed an amendment to the articles of incorporation to effect a 10-for-1 share consolidation effective December 15, 2023, to regain Nasdaq minimum bid price compliance (effective 2023-12-15).
“On December 15, 2023, Canopy Growth Corporation (the "Company") filed an amendment to the articles of incorporation of the Company, as amended (the "Articles Amendment") to effect a consolidation (the "Share Consolidation") of the issued and outstanding common shares of the Company (the "Common Shares"), at a ratio (the "Consolidation Ratio") of one post-Share Consolidation Common Share for every 10 pre-Share Consolidation Common Shares.”
MOMENTOUS HOLDINGS CORP.: Changed fiscal year end from May 31 to November 30 (effective 2023-12-18).
“On December 18, 2023, the Company’s the acting member of the Board of Directors in accordance with the Company’s Bylaws, acted by written consent to determined that it is in the Company’s best interest to change its fiscal year end from May 31 to November 30.”
RHYTHM PHARMACEUTICALS, INC.: Amended and restated bylaws to adopt universal proxy rules, streamline stockholder nomination procedures, require white proxy card for soliciting stockholders, and delete obsolete provisions (effective 2023-12-14).
“On December 14, 2023, the Board of Directors (the “ Board ”) of Rhythm Pharmaceuticals, Inc., a Delaware corporation (the “ Company ”) approved and adopted amendments to the Company’s amended and restated bylaws (as amended, the “ Amended and Restated Bylaws ”), which became effective the same day.”
Aridis Pharmaceuticals, Inc.: Amended bylaws to change quorum for stockholder meetings to one-third of shares issued and outstanding and entitled to vote (effective 2023-12-16).
“On December 16, 2023, the Board of Directors of Aridis Pharmaceuticals, Inc. (the “Company”) approved an amendment of the Company’s Bylaws (the “Bylaws”) to change the quorum for stockholder meetings to equal one-third (33.33%) of the shares issued and outstanding and entitled to vote on the matters at the meeting.”
Viridian Therapeutics, Inc.\DE: Amended bylaws to designate federal district courts as sole and exclusive forum for Securities Act claims (effective 2023-12-15).
“Effective December 15, 2023, the board of directors (the “Board”) of Viridian Therapeutics, Inc. (the “Company”) adopted the Fourth Amended and Restated Bylaws of the Company (the “Bylaws”). The Bylaws have been amended to designate the federal district courts of the United States as the sole and exclusive forum for any complaint asserting a cause of action arising under the Securities Act of 1933, as amended (the “Securities Act”).”
I-ON Digital Corp.: Filed Certificate of Designations amending Certificate of Incorporation to set terms of Series C Preferred Stock, which converts 1:20 into common stock and has voting rights equivalent to its conversion shares (effective 2023-12-15).
“On December 15, 2023, the Company, pursuant to authority granted to the Board of Directors granted in the Company’s Certificate of Incorporation, filed a Certificate of Designations amending its Certificate of Incorporation with the Secretary of State of the State of Delaware, setting forth the terms of its Series C Stock.”
Miromatrix Medical Inc.: Amended and restated bylaws were amended and restated in their entirety effective as of the Effective Time.
“the second amended and restated certificate of incorporation of the Company and the amended and restated bylaws of the Company were amended and restated in their entirety, in each case, effective as of the Effective Time.”
Miromatrix Medical Inc.: Second amended and restated certificate of incorporation was amended and restated in its entirety effective as of the Effective Time.
“the second amended and restated certificate of incorporation of the Company and the amended and restated bylaws of the Company were amended and restated in their entirety, in each case, effective as of the Effective Time.”
Bone Biologics Corp: Filed Certificate of Amendment to effect a 1-for-8 reverse stock split of common stock, effective December 20, 2023 (effective 2023-12-20).
“On December 14, 2023, Bone Biologics Corporation (the “Company”) filed a Certificate of Amendment to amend its Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware. The Certificate of Amendment effects a reverse stock split of the Company’s common stock, par value $0.001 per share (the “Common Stock”) at a ratio of 1-for-8 shares, effective as of 12:01 a.m. Eastern Time on December 20, 2023 (the “Reverse Stock Split”).”
Limoneira CO: Amended and Restated Bylaws, effective upon adoption, with revisions to Sections 2.1, 2.3, and 2.5 to update stockholder notice requirements for nominations and proposals and adjournment procedures (effective 2023-12-15).
“On December 15, 2023, upon the recommendation of the Board’s Nominating and Corporate Governance Committee, the Board approved, ratified and adopted the Amended and Restated Bylaws of the Company (the “Amended and Restated Bylaws”), effective upon adoption.”
Lyra Therapeutics, Inc.: Amended and restated bylaws to address universal proxy rules, streamline stockholder nomination and proposal procedures, require a non-white proxy card for soliciting stockholders, and delete obsolete provisions with technical changes (effective 2023-12-14).
“On December 14, 2023, the Board of Directors (the “ Board ”) of Lyra Therapeutics, Inc., a Delaware corporation (the “ Company ”) approved and adopted amendments to the Company’s amended and restated bylaws (as amended, the “ Amended and Restated Bylaws ”), which became effective the same day.”
bluebird bio, Inc.: Amended and restated bylaws to address universal proxy rules, streamline stockholder nomination and proposal procedures, require proxy card color other than white, delete obsolete provisions, and make technical changes (effective 2023-12-14).
“On December 14, 2023, the Board of Directors (the “Board”) of the Company approved and adopted amendments to the Company’s amended and restated bylaws (as amended, the “Amended and Restated Bylaws”), which became effective the same day.”
BATTALION OIL CORP: Battalion Oil Corp filed a certificate of amendment to the Series A-1 Preferred Stock Certificate of Designations, modifying conversion and redemption periods and change of control provisions for the Series A-1 Preferred Stock (effective 2023-12-15).
“On December 15, 2023, the Company filed a certificate of amendment to the Certificate of Designations of Series A- 1 Redeemable Convertible Preferred Stock (the “ Series A-1 CoD ”) with the Delaware Secretary of State (such amendment, the “ Series A-1 CoD Amendment ”).”
Ceres Tactical Commodity L.P.: Change of address of CMF noted in Certificate of Amendment to Certificate of Limited Partnership (effective 2023-12-04).
“Effective December 4, 2023, the address of CMF is 1585 Broadway, 29th Floor, New York, NY 10036.”
CERES ORION L.P.: Change of registered agent address for CMF via Certificate of Amendment to Certificate of Limited Partnership (effective 2023-12-04).
“Effective December 4, 2023, the address of CMF is 1585 Broadway, 29th Floor, New York, NY 10036. On December 18, 2023, CMF filed with the Secretary of State of the State of New York a Certificate of Amendment to the Certificate of Limited Partnership for the registrant noting the change in address of CMF.”
CERES TACTICAL SYSTEMATIC L.P.: Changed the address of CMF (the general partner) and filed a Certificate of Amendment to the Certificate of Limited Partnership to reflect the new address (effective 2023-12-18).
“On December 18, 2023, CMF filed with the Secretary of State of the State of New York a Certificate of Amendment to the Certificate of Limited Partnership for the registrant noting the change in address of CMF.”
Mega Matrix Corp.: Reduced the quorum requirement for stockholder meetings from a majority to one-third of outstanding shares entitled to vote (effective 2023-12-16).
“On December 16, 2023, Mega Matrix Corp., a Delaware corporation (the “Company”), by resolution of its board of directors (the “Board”), adopted a Fourth Amended and Restated Bylaws (the “Amended and Restated Bylaws”) for purposes of reducing the quorum required to hold meetings of the Company’s stockholders (the “Quorum Requirement”). The Amended and Restated Bylaws reduced the Quorum Requirement from a majority to one-third (1/3) of the Company’s outstanding shares entitled to vote, represented in person or by proxy.”
SUPERIOR INDUSTRIES INTERNATIONAL INC: Amended and restated bylaws to update advance notice procedures and information requirements for director nominations and other stockholder business, including with respect to Rule 14a-19 (effective 2023-12-13).
“On December 13, 2023, the Board of Directors of Superior Industries International, Inc. (the “Company”) amended and restated the Company’s bylaws to update certain aspects of the advance notice bylaws.”
GERON CORP: Amended and restated bylaws to reflect statutory changes under Delaware law, clarify language, incorporate SEC rule changes, enhance advance notice provisions, and reflect current public company practices (effective 2023-12-14).
“On December 14, 2023, the Board of Directors (the “Board”) of the Company, upon recommendation of the Nominating and Corporate Governance Committee of the Board, approved the amendment and restatement of the Company’s Amended and Restated Bylaws (as so amended and restated, the “Bylaws”), which had not been amended since 2010, to, among other things, reflect statutory changes under Delaware law, clarify and simplify language in certain provisions, incorporate rule changes from the Securities and Exchange Commission, enhance the advance notice provisions, and reflect current practices among public companies.”
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.