Governance Changes

DAWSON GEOPHYSICAL CO: Board of Directors approved Second Amended and Restated Bylaws to remove supermajority vote requirement for business combinations and permit non-unanimous shareholder action by written consent (effective 2023-12-01).

“the Board of Directors of the Company approved the Second Amended and Restated Bylaws of the Company, which amend the Bylaws to (i) remove Section 2.10 requiring a supermajority vote for business combinations and (ii) permit shareholders to take non-unanimous action by written consent.”

DAWSON GEOPHYSICAL CO: Shareholders approved amendment to Restated Articles of Incorporation removing supermajority vote requirement for business combinations and permitting non-unanimous shareholder action by written consent (effective 2023-12-01).

“the Company's shareholders approved an amendment to the Restated Articles of Incorporation, as amended (the "Charter Amendment"), which (i) removes Section 7(6)(f) requiring a supermajority vote for business combinations; and (ii) permits shareholders to take non-unanimous action by written consent.”

Hut 8 Corp.: Amended and restated bylaws adopted in connection with business combination (effective 2023-11-29).

“On November 29, 2023, in connection with the consummation of the Business Combination, New Hut amended and restated its certificate of incorporation and its bylaws”

Hut 8 Corp.: Amended and restated certificate of incorporation adopted in connection with business combination (effective 2023-11-29).

“On November 29, 2023, in connection with the consummation of the Business Combination, New Hut amended and restated its certificate of incorporation”

REGIS CORP: Effective November 29, 2023, the Company amended its Restated Articles of Incorporation to implement a twenty-for-one reverse stock split and reduce authorized shares to 5,000,000 (effective 2023-11-29).

“Effective November 29, 2023, Regis Corporation (the “Company”) amended its Restated Articles of Incorporation to implement a twenty-for-one reverse stock split.”

LUDWIG ENTERPRISES, INC.: Board approved Amended and Restated Bylaws providing more comprehensive recitation of terms and provisions (effective 2023-11-15).

“On November 15, 2023, the Board of Directors of the Company approved the Amended and Restated Bylaws of the Company (the “Amended Bylaws”). The Amended Bylaws are, in general, of like tenor to the replaced Bylaws, but provide a more comprehensive recitation of the terms and provisions of covered matters.”

ESG Inc.: Changed company name to ESG Inc. via Articles of Merger amending Article I of articles of incorporation (effective 2023-11-27).

“Item 5.03 – Amendments to Articles of Incorporation. Effective November 27, 2023, we filed Form Articles of Merger (the “Articles of Merger”) with the Secretary of the state of Nevada to effect the Merger. The Articles of Merger provided that Article I of our articles of incorporation was amended to change our name to ESG Inc.”

Zoomcar Holdings, Inc.: The Company's shareholders approved an amendment (Extension Amendment) to the Amended and Restated Memorandum and Articles of Association to extend the date by which the Company must consummate an initial business combination from November 29, 2023 to December 29, 2023 (effective 2023-11-29).

“At the Extension Meeting, the shareholders of the Company also approved an amendment (the “Extension Amendment”) to the Company’s Amended and Restated Memorandum and Articles of Association, as amended, to extend the date by which the Company must consummate an initial business combination for one (1) month, from November 29, 2023 to December 29, 2023.”

LQR House Inc.: 1-for-60 reverse stock split of common stock (effective 2023-11-30).

“LQR House Inc. (the “Company”) filed on November 28, 2023 a Certificate of Change to the Articles of Incorporation of the Company with the Secretary of State of the State of Nevada (the “Certificate of Change”) that provides for a 1-for-60 reverse stock split (the “Split”) of its shares of common stock, par value $0.0001 per share (the “Common Stock”) that became effective at 12:01 a.m. on November 30, 2023.”

LINKBANCORP, Inc.: Amended and restated bylaws to provide for certain arrangements related to the Board and LINK Bank board following the merger.

“the bylaws of LINK were amended and restated to provide for certain arrangements related to the Board and the board of directors of LINK Bank (such amendment, the "Bylaws Amendment,"”

Lovesac Co: Amended and restated bylaws to enhance procedural mechanics for stockholder nominations and proposals, update for universal proxy rules, add exclusive forum provisions, change voting threshold for future amendments, and make administrative changes (effective 2023-11-30).

“On November 30, 2023, the Board of Directors of The Lovesac Company (the “Company”), as part of its periodic review of the Company’s corporate governance documents, amended the Company’s bylaws (the “Amended and Restated Bylaws), effective immediately (the “Bylaws Amendment”).”

Praxis Precision Medicines, Inc.: Filing of Certificate of Amendment to Amended and Restated Certificate of Incorporation to effect a 1-for-15 reverse stock split (effective 2023-11-28).

“On November 28, 2023, Praxis Precision Medicines, Inc. (the “Company”) filed a Certificate of Amendment (the “Certificate of Amendment”) to the Company’s Amended and Restated Certificate of Incorporation with the Secretary of State of Delaware to effect a 1-for-15 reverse stock split of its common stock (the “Reverse Stock Split”).”

AI Era Corp.: Withdrawal of Certificate of Designations for Series B, C, and D Preferred Stock after shares were cancelled, leaving only Series A Preferred Stock designated (effective 2023-12-01).

“the Board of Directors approved, and the Company filed, Certificates of Withdrawal of Certificate of Designations relating to such series of preferred stock with the Secretary of State of Nevada and terminated the designation of its Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock effective as of the same date.”

BOLLINGER INNOVATIONS, INC.: Amended and restated bylaws to revise advance notice provisions, incorporate universal proxy rules, and make technical changes, effective immediately (effective 2023-11-30).

“On November 30, 2023, the Board of Directors (the “ Board ”) of Mullen Automotive Inc. (the “ Company ”) approved amended and restated bylaws (the “ Amended and Restated Bylaws ”) of the Company, effective immediately.”

SinglePoint Inc.: SinglePoint Inc. filed an Amended Certificate of Designation for its Class A Convertible Preferred Stock to reduce the conversion ratio and remove preferred distribution rights (effective 2023-11-24).

“On November 24, 2023 the Company filed with the State of Nevada an Amended Certificate of Designation for its Class A Convertible Preferred Stock of the Company which provided for: (i) a reduction in the conversion ratio such that each ten (10) shares of Class A Convertible Preferred Stock be convertible into one (1) share of common stock of the Corporation, and (ii) removal of preferred distribution rights for the Class A Convertible Preferred Stock.”

GREENHILL & CO INC: Amended and Restated Bylaws adopted at the Effective Time, replacing the prior bylaws.

“the bylaws of the Company, as in effect as of immediately prior to the Effective Time, were amended and restated in their entirety (the bylaws as so amended and restated, the “ Amended and Restated Bylaws ”).”

GREENHILL & CO INC: Third Amended and Restated Certificate of Incorporation adopted at the Effective Time, replacing the prior certificate of incorporation.

“the second amended and restated certificate of incorporation of the Company, as in effect immediately prior to the Effective Time, was amended and restated in its entirety (the certificate of incorporation as so amended and restated, the “ Third Amended and Restated Certificate of Incorporation ”).”

BANC OF CALIFORNIA, INC.: Amended Section F of Article 6 of the Banc of California Charter to exempt Warburg Investors and affiliates from certain provisions (effective 2023-11-30).

“The Articles of Amendment amended Section F of Article 6 of the Banc of California Charter in a manner to exempt the Warburg Investors and their affiliates (but not any other stockholder of Banc of California) from the application of Section F of Article 6 (other than paragraph 4 thereof, which deals mainly with the quorum requirement for meetings of Banc of California stockholders) of the Banc of California Charter. The Articles of Amendment became effective on November 30, 2023.”

PACWEST BANCORP: Banc of California filed Preferred Stock Articles Supplementary on November 28, 2023 to amend its articles to fix designations, preferences, limitations and relative rights of the New BANC Preferred Stock (effective 2023-11-28).

“Banc of California filed an articles supplementary with the Maryland Department of Assessments and Taxation, Business Services Division for the purpose of amending the Banc of California Articles, to fix the designations, preferences, limitations and relative rights of the New BANC Preferred Stock (the “ Preferred Stock Articles Supplementary ”).”

PACWEST BANCORP: Bylaws of PacWest amended and restated in their entirety as of the Effective Time per the Merger Agreement.

“Pursuant to the terms of the Merger Agreement, as of the Effective Time, the certificate of incorporation of PacWest and the bylaws of PacWest were amended and restated in their entirety as set forth in Exhibits 3.1 and 3.2, respectively, to this Current Report and are incorporated herein by reference .”

PACWEST BANCORP: Certificate of incorporation of PacWest amended and restated in its entirety as of the Effective Time per the Merger Agreement.

“Pursuant to the terms of the Merger Agreement, as of the Effective Time, the certificate of incorporation of PacWest and the bylaws of PacWest were amended and restated in their entirety as set forth in Exhibits 3.1 and 3.2, respectively, to this Current Report and are incorporated herein by reference .”

Argo Group International Holdings, Inc.: Adopted new bylaws in connection with redomestication from Bermuda to Delaware (effective 2023-11-30).

“adopted a new certificate of incorporation and bylaws, copies of which are filed herewith as Exhibits 3.1 and 3.2”

Argo Group International Holdings, Inc.: Adopted a new certificate of incorporation in connection with redomestication from Bermuda to Delaware (effective 2023-11-30).

“adopted a new certificate of incorporation and bylaws, copies of which are filed herewith as Exhibits 3.1 and 3.2”

Usio, Inc.: Amended and restated bylaws establish advance notice procedures for stockholder proposals and director nominations, implement universal proxy rules, and make administrative updates including remote meeting and electronic consent provisions (effective 2023-11-29).

“On November 29, 2023, the Board of Directors of Usio, Inc. (the “Company”) amended and restated the Company’s Amended and Restated Bylaws (“Bylaws”).”

AGILYSYS INC: Filed Certificate of Elimination with Delaware to eliminate Series A Preferred Stock, returning shares to authorized and unissued preferred status after mandatory conversion of all outstanding shares (effective 2023-11-27).

“On November 27, 2023, Agilysys, Inc. (the “Company”) filed a Certificate of Elimination with the Secretary of State of the State of Delaware with respect to the Company’s 5.25% Series A Preferred Stock (the “Series A Preferred Stock”), pursuant to which the Series A Preferred Stock was eliminated and returned to the status of authorized and unissued preferred shares of the Company.”

WELLTOWER INC.: Amended and Restated By-Laws approved and adopted effective November 28, 2023, including changes related to stockholder proposals, universal proxy rules, meeting mechanics, emergency powers, officer provisions, electronic signatures, and indemnification (effective 2023-11-28).

“On November 28, 2023, the Board of Directors (the “Board”) of Welltower Inc. (the “Corporation”) approved and adopted the Corporation’s Amended and Restated By-Laws (as amended and restated, the “By-Laws”), effective immediately.”

ZyVersa Therapeutics, Inc.: Certificate of amendment to effect a 1-for-35 reverse stock split and increase authorized capital stock from 111,000,000 to 251,000,000 shares (effective 2023-12-04).

“On November 30, 2023, ZyVersa Therapeutics, Inc. (the “Company”) filed a certificate of amendment to the Company’s Second Amended and Restated Certificate of Incorporation (the “Amendment”) with the Secretary of State of the State of Delaware relating to a 1-for-35 reverse stock split (the “Reverse Stock Split”) of the outstanding shares of the Company’s common stock (“Common Stock”).”

Dragonfly Energy Holdings Corp.: Approved amendment to Articles of Incorporation to increase authorized common stock from 170,000,000 to 250,000,000 shares (effective 2023-11-29).

“the stockholders of Dragonfly Energy Holdings Corp.”

Grove Collaborative Holdings, Inc.: The Board approved amendments and restatements of the Bylaws, including new procedural requirements for stockholder nominations, modifications to meeting conduct, conforming changes to Delaware law, and removal of certain lock-up provisions (effective 2023-11-27).

“On November 27, 2023, the Board of Directors (the “Board”) of Grove Collaborative Holdings, Inc.., a Delaware public corporation (the “Company”), approved an amendment and restatement of the Bylaws of the Company (as amended and restated, the “Amended and Restated Bylaws”).”

Reliance Global Group, Inc.: Increased authorized shares to 2.75 billion total, comprising 2 billion common and 750 million preferred shares, par value $0.086 per share (effective 2023-11-27).

“On November 27, 2023, Reliance Global Group, Inc., a Florida Corporation (the “Company”) filed a certificate of amendment (the “Certificate of Amendment”) to its Amended and Restated Articles of Incorporation (the “Articles of Incorporation”).”

Veritiv Corp: Bylaws amended and restated in their entirety pursuant to merger, effective at the Effective Time.

“at the Effective Time, the Amended and Restated Bylaws 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 bylaws of Merger Subsidiary as in effect immediately prior to the Effective Time, except that references to the Merger Subsidiary’s name were replaced with references to the Company’s name”

Veritiv Corp: Certificate of Incorporation amended and restated in its entirety pursuant to merger, effective at the Effective Time.

“at the Effective Time, the Amended and Restated Certificate of Incorporation of the Company was amended and restated in its entirety to be in the form of the certificate of incorporation of Merger Subsidiary as in effect immediately prior to the Effective Time, except that references to the Merger Subsidiary’s name were replaced with references to the Company’s name”

Walt Disney Co: Amended and restated bylaws to address Rule 14a-19, require colored proxy cards, and enhance procedural mechanics for stockholder proposals and director nominations (effective 2023-11-30).

“On November 30, 2023, the Board of Directors (the “Board”) of The Walt Disney Company (the “Company”) amended and restated the Company’s Amended and Restated Bylaws (as so amended and restated, the “Bylaws”), which became effective that same date.”

Covista Inc.: Board adopted Amended and Restated By-Laws effective November 27, 2023, including updates regarding universal proxy rules, proxy card color, and advance notice deadlines (effective 2023-11-27).

“Effective as of November 27, 2023, the Board of Directors (the “Board”) of Adtalem Global Education Inc. (“Adtalem” or “the Company”) adopted Amended and Restated By-Laws that are filed as Exhibit 3.1 to this Current Report on Form 8-K (the “Amended By-Laws”).”

Snowflake Inc.: Amended and restated bylaws effective November 28, 2023, including revisions to director nomination procedures, stockholder meeting procedures, and technical updates (effective 2023-11-28).

“On November 28, 2023, the Board of Directors of the Company approved and adopted an amendment and restatement of the Company’s bylaws (the “ Amended and Restated Bylaws ”), effective as of such date.”

InnovaQor, Inc.: Filed Certificates of Designation to authorize Series E and Series F Mandatory Convertible Preferred Stock (effective 2023-11-22).

“On November 22, 2023, InnovaQor, Inc. (the “Company”) filed Certificates of Designation with the Secretary of State of the State of Nevada to authorize two new series of preferred stock, the Series E Mandatory Convertible Preferred Stock (the “Series E Preferred Stock”) and the Series F Mandatory Convertible Preferred Stock (the “Series F Preferred Stock”).”

Alternus Clean Energy, Inc.: Amended charter to extend business combination deadline from November 28, 2023 to May 28, 2024 (effective 2023-11-27).

“On November 27, 2023, the Company filed a Certificate of Amendment of the Charter with the Secretary of State of the State of Delaware (the “ Charter Amendment ”) to reflect the Extension Amendment Proposal .”

Cingulate Inc.: Filed Certificate of Amendment to effect a 1-for-20 reverse stock split of common stock (effective 2023-11-30).

“On November 28, 2023, Cingulate Inc. (the “ Company ”) 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 ”), which will effect, at 12:01 a.m. Eastern Time on November 30, 2023, a 1-for-20 reverse stock split (the “ Reverse Stock Split ”) of the Company’s issued and outstanding shares of common stock, par value $0.0001 per share (the “ Common Stock ”).”

Spyre Therapeutics, Inc.: Amended and restated Certificate of Incorporation to change company name from Aeglea BioTherapeutics, Inc. to Spyre Therapeutics, Inc (effective 2023-11-28).

“On November 27, 2023, the Company filed an amended and restated Certificate of Incorporation ("Amended and Restated Certificate of Incorporation") with the Secretary of State of the State of Delaware to change the name of the Company from "Aeglea BioTherapeutics, Inc." to "Spyre Therapeutics, Inc." (the "Name Change")”

iBio, Inc.: Certificate of Incorporation amended to effect a 1-for-20 reverse stock split, effective November 29, 2023 (effective 2023-11-28).

“On November 28, 2023, the Company filed an amendment to the Certificate of Incorporation (the “Amendment”) with the Secretary of State of the State of Delaware to effect the reverse stock split, with an effective time of 12:01 a.m. Eastern Time on November 29, 2023 (the “Reverse Stock Split”).”

VERINT SYSTEMS INC: Amended By-laws to add advance notice provisions, universal proxy card requirements, exclusive forum clauses, and other procedural clarifications (effective 2023-11-21).

“On November 21, 2023, the Board of Directors (the "Board") of Verint Systems Inc. (the "Company") approved certain amendments (the "Amendments") to the Company's Amended and Restated By-laws (the "By-laws"). The Amendments became effective upon their approval by the Board.”

IntelGenx Technologies Corp.: Stockholders approved an amendment to the Certificate of Incorporation to increase the number of authorized shares from 470,000,000 to 580,000,000, increasing authorized common stock from 450,000,000 to 580,000,000 shares (effective 2023-11-28).

“Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. IntelGenx Technologies Corp. (the "Company" or "IntelGenx") held a Special Meeting of Shareholders on November 28, 2023 (the "Special Meeting"). At the Special Meeting, the Company's shareholders approved an amendment (the "Certificate of Amendment") to the Company's Certificate of Incorporation (the "Certificate of Incorporation") to increase the total number of authorized shares of capital stock of the Company from 470,000,000 to 580,000,000 and to increase the total authorized shares of the Company's common stock at $0.00001 par value (the "IntelGenx Common Stock"), from 450,000,000 shares to 580,000,000 shares.”

HERSHA HOSPITALITY TRUST: Certificate of formation and LLC agreement of REIT Merger Sub became those of the surviving entity upon merger effective time; amendments not described.

“At the Company Merger Effective Time, the certificate of formation of REIT Merger Sub, as in effect immediately prior to the Company Merger Effective Time, became the certificate of formation of the Surviving Entity”

SEELOS THERAPEUTICS, INC.: Filed a Certificate of Change with Nevada Secretary of State to effect a 1-for-30 reverse stock split and decrease authorized common shares from 480,000,000 to 16,000,000 (effective 2023-11-28).

“On November 27, 2023, Seelos Therapeutics, Inc. (the “Company”) filed a Certificate of Change (the “Certificate of Change”) with the Secretary of State of the State of Nevada to (i) effect a 1-for-30 reverse stock split (the “Reverse Stock Split”) of the Company’s issued and outstanding shares of common stock, par value $0.001 per share (the “Common Stock”), and (ii) decrease the number of total authorized shares of Common Stock from 480,000,000 shares to 16,000,000 shares.”

COLOMBIER ACQUISITION CORP. II: Filed amended and restated memorandum and articles of association in connection with IPO (effective 2023-11-20).

“On November 21, 2023, in connection with the IPO, the Company filed its amended and restated memorandum and articles of association (the “ Amended and Restated Memorandum and Articles of Association ”) with the Cayman Islands Registrar of Companies, which was effective on November 20, 2023.”

Worthington Steel, Inc.: Certificate of amendment filed to effect a stock split and eliminate stated capital (effective 2023-11-22).

“On November 22, 2023, Worthington Steel, Inc. (the “ Company ”) filed a certificate of amendment to the Articles of Incorporation of the Company (the “ Amendment ”) with the Secretary of State of the State of Ohio, which became effective as of such date.”

Coliseum Acquisition Corp.: Shareholders approved amendments to the Articles to extend the business combination deadline to June 25, 2024, with option to further extend to September 25, 2024, and to permit the Board to elect to wind up operations prior to such date (effective 2023-11-27).

“shareholders approved two amendments to the Company’s Amended and Restated Memorandum and Articles of Association (the “Articles”) to (i) extend the date by which the Company has to consummate an initial business combination and (ii) permit the Company’s board of directors (the “Board”) in its sole discretion, to elect to wind up the Company’s operations prior to such date”

Beachbody Company, Inc.: Filed a certificate of amendment to effect a 1-for-50 reverse stock split of common stock (effective 2023-11-21).

“On November 21, 2023, the Company filed a certificate of amendment (the “Certificate of Amendment”) to its Second Amended & Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to effect the Reverse Stock Split”

Quadro Acquisition One Corp.: Approved an amendment to the Company's Second Amended and Restated Memorandum and Articles of Association to give the board the right to extend the Termination Date from November 22, 2023 to May 22, 2023 (or earlier) (effective 2023-11-20).

“At the EGM, the Extension Amendment Proposal (as defined below) to amend the Company’s Second Amended and Restated Memorandum and Articles of Association (“ Charter Amendment ”) was approved.”

Gossamer Bio, Inc.: Amended and restated bylaws to address universal proxy rules and enhance procedural mechanics and disclosure requirements for stockholder nominations and proposals (effective 2023-11-27).

“On November 27, 2023, the Board of Directors (the "Board") of the Company approved and adopted amended and restated bylaws (the “Amended and Restated Bylaws”), which became effective the same day.”