Charter, bylaw, and control-related changes under 8-K Items 5.03/5.05/5.06.
AVANTAX, INC.: Bylaws amended and restated in their entirety upon merger completion.
“as a result of the completion of the Merger, the certificate of incorporation and the bylaws of the Company, as in effect immediately prior to the Effective Time, were amended and restated in their entirety.”
AVANTAX, INC.: Certificate of incorporation amended and restated in its entirety upon merger completion.
“as a result of the completion of the Merger, the certificate of incorporation and the bylaws of the Company, as in effect immediately prior to the Effective Time, were amended and restated in their entirety.”
Vestand Inc.: Filed Certificate of Amendment to effect a 1-for-10 reverse stock split of Class A and Class B common stock, effective November 27, 2023 (effective 2023-11-27).
“On November 22, 2023, Yoshiharu Global Co. (the “Company”) filed a Certificate of Amendment (the “Certificate of Amendment”) to the Company’s Amended and Restated Certificate of Incorporation to effect a reverse stock split of its issued Class A common stock, par value $0.0001 per share (“Class A Common Stock”) and Class B common stock, par value $0.0001 per share (“Class B Common Stock” and, together with Class A common Stock, “Common Stock”), in the ratio of 1-for-10 (the “Reverse Stock Split”) to be effective at 11:59 p.m. eastern on November 27, 2023.”
GLOBAL LEADERS CORP: Registrant ceased to be a shell company as of the quarter ended July 31, 2023 due to increased operations and revenue (effective 2023-07-31).
“Prior to the quarter ended July 31, 2023, we were a “shell company” (as such term is defined in Rule 12b-2 under the Exchange Act). As a result of an increase in operations and the realization of revenue, based on the service agreements we have entered into and attached hereto as Exhibits, we have ceased to be a shell company.”
Spyre Therapeutics, Inc.: Increased authorized common stock shares from 20,000,000 to 400,000,000 (effective 2023-11-21).
“On November 21, 2023, Aeglea BioTherapeutics, Inc. (the “Company”) implemented an increase in the number of authorized shares of its common stock, par value $0.0001 per share (“Common Stock”), from 20,000,000 to 400,000,000 pursuant to a Certificate of Amendment to the Company’s Certificate of Incorporation, a copy of which is filed herewith as Exhibit 3.1.”
Liberty Global Ltd.: New Liberty amended and restated its Bye-Laws in connection with the Redomiciliation (effective 2023-11-23).
“on November 23, 2023, New Liberty amended and restated its Bye-Laws, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.”
Hongchang International Co., Ltd: Amended and restated bylaws adopted on November 23, 2023, with changes regarding exercise of corporate powers by board as a whole, director authority limited to board resolutions, and president presiding at meetings if also a director and no chairman of the board (effective 2023-11-23).
“On November 23, 2023, the Board of Directors (the “Board”) of Hongchang International Co., Ltd (the “Company”) approved and adopted amended and restated bylaws (the “Amended and Restated Bylaws”), which became effective the same day.”
RICHTECH ROBOTICS INC.: Amended and Restated By-laws became effective November 16, 2023 (effective 2023-11-16).
“The terms of the Second Amended and Restated Articles of Incorporation and Amended and Restated By-laws, as effective beginning on November 16, 2023, are set forth in the final prospectus for the Offering as filed with the Commission on November 20, 2023.”
RICHTECH ROBOTICS INC.: Filed Second Amended and Restated Articles of Incorporation with Nevada Secretary of State, effective November 16, 2023 (effective 2023-11-16).
“On November 17, 2023, Company filed its Second Amended and Restated Articles of Incorporation with the Nevada Secretary of State. The terms of the Second Amended and Restated Articles of Incorporation and Amended and Restated By-laws, as effective beginning on November 16, 2023, are set forth in the final prospectus for the Offering as filed with the Commission on November 20, 2023.”
SAB Biotherapeutics, Inc.: Increased authorized shares of common stock from 490,000,000 to 800,000,000 (effective 2023-11-22).
“On November 22, 2023, the Company held a Special Meeting of Stockholders (the “Special Meeting”). At the Special Meeting, the stockholders of the Company approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the authorized number of shares of common stock, par value $0.0001 per share (the “Common Stock”) from 490,000,000 shares to 800,000,000 shares. The increase in the authorized number of shares of the Common Stock was effected pursuant to a Certificate of Amendment to the Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) filed with the Secretary of State of the State of Delaware on November 22, 2023 and was effective as of such date.”
TFF Pharmaceuticals, Inc.: Increased authorized common stock to 180 million shares (effective 2023-11-21).
“On November 21, 2023, TFF Pharmaceuticals, Inc. filed with the Delaware Secretary of State an amendment to its Second Amended and Restated Certificate of Incorporation (“Certificate of Incorporation”) to increase its authorized common stock to 180 million shares.”
4D Molecular Therapeutics, Inc.: Amended and restated bylaws to update advance notice procedures for business brought before a meeting and for nominations of directors (effective 2023-11-16).
“On November 16, 2023, the Board of Directors (the “Board”) of 4D Molecular Therapeutics, Inc. (the “Company”) amended and restated the Company’s current amended and restated bylaws (the “Amended and Restated Bylaws”).”
ELECTRAMECCANICA VEHICLES CORP.: Amended Section 8.3 of the articles to increase quorum requirement for shareholder meetings from one or more persons to one-third of the votes entitled to vote (effective 2023-11-17).
“On November 17, 2023, the Board of Directors of ElectraMeccanica Vehicles Corp. (the “Company”) adopted an amendment to the Company’s articles (as amended, the “Articles”), effective as of such date, to ensure compliance with the quorum requirements of the Nasdaq Stock Market. In particular, Section 8.3 of the Articles was amended to increase the quorum requirement for meetings of shareholders of the Company from one or more persons, present in person or by proxy, to one-third of the votes entitled to vote at the meeting, present in person or represented by proxy.”
INTENSITY THERAPEUTICS, INC.: Board adopted second amended and restated bylaws effective immediately, enhancing procedural mechanics for shareholder nominations and making other updates (effective 2023-11-21).
“On November 21, 2023, the board of directors of Intensity Therapeutics, Inc. (the “Company”) adopted the second amended and restated bylaws (the “Second Amended and Restated Bylaws”), effective immediately.”
iHeartMedia, Inc.: Amended and restated bylaws to adopt universal proxy rules, update disclosure requirements for stockholder nominations, limit nominee submissions, and require white proxy cards for stockholder solicitations (effective 2023-11-16).
“On November 16, 2023, the Board of Directors (the “ Board ”) of iHeartMedia, Inc., a Delaware corporation (the “ Company ”) approved and adopted the Company’s Fourth Amended and Restated Bylaws (the “ Fourth Amended and Restated Bylaws ”), which became effective the same day.”
VMWARE LLC: Company converted from a corporation to a limited liability company, filed a certificate of conversion and adopted a limited liability company agreement.
“Pursuant to the Merger Agreement, in connection with the Conversion, VMware filed with the Secretary of State of the State of Delaware a certificate of conversion together with a certificate of formation of limited liability company of the Company (the “Certification of Conversion”). The Certificate of Conversion is filed as Exhibit 3.1 hereto and incorporated by reference into this Item 5.03. In addition, at the effective time of the Conversion, the Company adopted a limited liability company agreement (the “LLC Agreement”). The LLC Agreement is filed as Exhibit 3.2 hereto and incorporated by reference into this Item 5.03.”
IDACORP INC: Amended and restated Bylaws effective November 16, 2023 with changes related to director nominations, Rule 14a-19 compliance, proxy card color, additional background disclosures, and other technical updates (effective 2023-11-16).
“The Board of Directors of IDACORP amended and restated its Bylaws, effective November 16, 2023.”
Hyperscale Data, Inc.: Filed Certificate of Designations establishing Series C Convertible Preferred Stock (effective 2023-11-15).
“Ault Alliance, Inc., a Delaware corporation (the “ Company ”) filed a Certificate of Designations of Preferences, Rights and Limitations of Series C Convertible Preferred Stock (the “ Series C Certificate of Designations ”) with the Secretary of State of the State of Delaware”
J&J SNACK FOODS CORP: Amended Bylaws to require at least three members on each standing committee instead of exactly three, and updated registered office address (effective 2023-11-15).
“On November 15, 2023, the Board of Directors (the “Board”) of J & J Snack Foods Corp. (the “Company”) approved amendments to the Company’s Bylaws (the “Revised Bylaws”). As amended, Article V, Section 2 of the Revised Bylaws provides that the three standing committees of the Board shall have at least three members, instead of exactly three members.”
Vital Energy, Inc.: Increased authorized shares of common stock from 40,000,000 to 80,000,000 (effective 2023-11-21).
“The Amendment became effective upon the filing of a Certificate of Amendment to the Certificate of Incorporation (the "Certificate of Amendment") with the Secretary of State of the State of Delaware on November 21, 2023.”
BlueLinx Holdings Inc.: Amended and restated bylaws to update director nomination procedures, universal proxy rules, and other governance provisions (effective 2023-11-15).
“On November 15, 2023, in connection with the universal proxy rules adopted by the U.S. Securities and Exchange Commission and related requirements and a periodic review of the Second Amended and Restated Bylaws (the “Bylaws”) of BlueLinx Holdings Inc. (the “Company”), the Board of Directors (the “Board”) of the Company amended and restated the Company’s Bylaws, effective as of the same date.”
Hongchang International Co., Ltd: Company amended Articles of Incorporation to change name from Heyu Biological Technology Corporation to Hongchang International Co., Ltd (effective 2023-11-17).
“On November 17, 2023, the Company amended its Articles of Incorporation with the Nevada Secretary of State (“Charter Amendment”) to effect the name change of the Company from “Heyu Biological Technology Corporation” to “Hongchang International Co., Ltd.””
RESMED INC: Amended and restated bylaws to address universal proxy rules, proxy card color requirement, and other updates (effective 2023-11-17).
“On November 17, 2023, the Board of Directors (the “Board”) of ResMed Inc., a Delaware corporation (the “Company”) approved and adopted an amendment and restatement of the Company’s amended and restated bylaws (as so amended, the “Bylaws”).”
RADIAN GROUP INC: Amended bylaws to clarify that number of nominees may not exceed number of directors to be elected and to reserve white proxy card for board use (effective 2023-11-15).
“On November 15, 2023, the Board of Directors of Radian Group Inc. (the “Company”), as part of its regular course review of the Company’s corporate governance documents, approved amendments to the Company’s Amended and Restated By-laws (as further amended, the “Fourth Amended and Restated By-laws”) pertaining to meetings of the Company’s stockholders to: (i) clarify in Section 4.13 of the Fourth Amended and Restated By-laws that the number of nominees a stockholder may nominate may not exceed the number of directors to be elected at the meeting; and (ii) provide in Section 4.14 of the Fourth Amended and Restated By-laws that the proxy card used by any stockholder directly or indirectly soliciting proxies from other stockholders must be a card color other than white (with the white card to be reserved for the exclusive use by the Company’s Board of Directors).”
WisdomTree, Inc.: Certificate of Elimination filed to remove references to Series C Preferred Stock from the charter (effective 2023-11-20).
“In connection with entry into the Repurchase Agreement, on November 20, 2023, the Company filed a Certificate of Elimination to its Amended and Restated Certificate of Incorporation, as amended (the “Charter”) with the Secretary of State of the State of Delaware, eliminating from the Charter all references to the Series C Preferred Stock set forth in the Company’s Certificate of Designations with respect to its Series C Preferred Stock.”
Black Mountain Acquisition Corp.: Amended charter to allow board to elect monthly extensions (up to six one-month periods) to consummate a business combination without additional trust deposits (effective 2023-11-17).
“the Company filed the Third Amended and Restated Charter (the “Amended Charter”) with the Secretary of State of the State of Delaware on November 17, 2023 in order to implement the Monthly Extension Option.”
INVO Fertility, Inc.: The Company filed a Certificate of Designation for Series B Convertible Preferred Stock, establishing its rights, preferences, and privileges (effective 2023-11-20).
“On November 20, 2023, the Company filed with the Nevada Secretary of State a Certificate of Designation of Series B Convertible Preferred Stock (the “ Series B Certificate of Designation ”) which sets forth the rights, preferences, and privileges of the Series B Preferred Stock (the “ Series B Preferred ”).”
INVO Fertility, Inc.: The Company filed Certificates of Designation for two new series of preferred stock: Series A Convertible Preferred Stock and Series B Convertible Preferred Stock, setting forth the rights, preferences, and privileges of each series (effective 2023-11-20).
“On November 20, 2023, the Company filed with the Nevada Secretary of State a Certificate of Designation of Series A Convertible Preferred Stock (the “ Series A Certificate of Designation ”) which sets forth the rights, preferences, and privileges of the Series A Preferred Stock (the “ Series A Preferred ”).”
NeuroMetrix, Inc.: Filed Certificate of Amendment to effect a 1-for-8 reverse stock split of common stock; authorized shares remain 25,000,000 (effective 2023-11-20).
“On November 20, 2023, NeuroMetrix, Inc. (the "Company") filed with the Secretary of State of the State of Delaware a Certificate of Amendment to its Third Amended and Restated Certificate of Incorporation (the "Certificate of Amendment") to effect a one-time reverse stock split of the Company’s common stock, at a ratio of 1-for-8 (the "Reverse Stock Split").”
Acer Therapeutics Inc.: Bylaws amended and restated to match Merger Sub's bylaws.
“Acer’s bylaws were amended and restated to read in their entirety as the bylaws of Merger Sub in effect immediately prior to the Effective Time”
Acer Therapeutics Inc.: Certificate of incorporation amended and restated to match Merger Sub's certificate.
“Acer’s certificate of incorporation was amended and restated to read in its entirety (other than the name of Acer) as the certificate of incorporation of Merger Sub in effect immediately prior to the Effective Time”
PUTNAM MASTER INTERMEDIATE INCOME TRUST: Rescinded Article 15 and its accompanying control share acquisition provisions (CSA Provisions) from the Bylaws (effective 2023-11-17).
“the Board of Trustees of Putnam Master Intermediate Income Trust (the “Fund”) determined it was in the best interests of shareholders to amend and restate the Bylaws of the Fund (the “Amended and Restated Bylaws”), effective as of November 17, 2023, to rescind Article 15 and its accompanying control share acquisition provisions (the “CSA Provisions”).”
PUTNAM PREMIER INCOME TRUST: Rescinded Article 15 and its control share acquisition provisions from the bylaws (effective 2023-11-17).
“On November 17, 2023 , the Board of Trustees of Putnam Premier Income Trust (the “Fund”) determined it was in the best interests of shareholders to amend and restate the Bylaws of the Fund (the “Amended and Restated Bylaws”), effective as of November 17 , 2023, to rescind Article 15 and its accompanying control share acquisition provisions (the “CSA Provisions”).”
AFLAC INC: Amended and restated Bylaws to remove Article IX Emeritus Directors (effective 2023-11-16).
“On November 16, 2023, the Company's Board of Directors amended and restated the Company’s Amended and Restated Bylaws (as so amended and restated, the “Bylaws”) to, among other things, remove “Article IX Emeritus Directors”.”
ShoulderUP Technology Acquisition Corp.: Extended the deadline to consummate a business combination from November 19, 2023 to May 19, 2024 (effective 2023-11-15).
“an amendment to the Company’s Amended and Restated Certificate of Incorporation that extends the date (the “ Termination Date ”) by which the Company must consummate a business combination (the “ Charter Extension ”) from November 19, 2023 (the “ Original Termination Date ”) to May 19, 2024”
Canton Strategic Holdings, Inc.: Filing of Certificate of Amendment to effect a 1-for-25 reverse stock split (effective 2023-11-20).
“On November 17, 2023, Tharimmune, Inc. (the “Company”) filed a Certificate of Amendment (the “Amendment”) to its Certificate of Incorporation, as amended, with the Secretary of State of the State of Delaware pursuant to which it effected a 1-for-25 reverse stock split of its issued and outstanding shares of common stock (the “Reverse Split”).”
Kingswood Acquisition Corp.: Fifth amendment to second amended and restated certificate of incorporation to extend deadline for initial business combination from November 24, 2023 to February 24, 2024 (effective 2023-11-17).
“On November 17 , 2023, Kingswood Acquisition Corp. (“we”, “us”, “our”, or the “Company”) filed a fifth amendment to the second amended and restated certificate of incorporation of the Company with the Secretary of the State of Delaware (the “Amendment”).”
Vital Farms, Inc.: Amended and restated bylaws to address universal proxy rules, advance notice requirements, and other updates (effective 2023-11-14).
“On November 14, 2023, the Board of Directors (the “Board”) of Vital Farms, Inc. (the “Company”) approved and adopted the amended and restated bylaws of the Company (the “Amended Bylaws”), which became effective immediately.”
Destra Multi-Alternative Fund: Added a forum selection clause by amending and restating the Agreement and Declaration of Trust to include new Article IX, Section 11, which requires suits to be brought in specified jurisdictions (effective 2023-11-15).
“On November 15, 2023, the board of trustees of Destra Multi-Alternative Fund (the “Fund”) approved an Amended and Restated Agreement and Declaration of Trust to add Article IX, Section 11, which requires any suit, action or proceeding to be brought in the jurisdictions so identified in such Section.”
Sculptor Capital Management, Inc.: Amended and restated bylaws in their entirety at effective time of merger.
“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”
Sculptor Capital Management, Inc.: Amended and restated certificate of incorporation at effective time of merger.
“At the Effective Time, the restated certificate of incorporation of the Company that was in effect immediately prior to the Effective Time was amended and restated to be in the form of Exhibit A to the Merger Agreement”
ORACLE CORP: Amended and Restated Bylaws to enhance procedural mechanics for stockholder nominations, align with universal proxy rules, and make various updates (effective 2023-11-15).
“On November 15, 2023, in connection with a periodic review of the bylaws of Oracle, including the effectiveness of SEC rules regarding universal proxy cards and certain changes to the Delaware General Corporation Law (the “DGCL”), the Board adopted amendments to Oracle’s Amended and Restated Bylaws (as amended, the “Amended Bylaws”).”
CBRE GROUP, INC.: Amended By-Laws to allow a non-independent Chair with a Lead Independent Director; changed term-limit calculation from independent service to non-management board service (effective 2023-11-15).
“On November 15, 2023, the Board of Directors of the Company (the “Board”) approved an amendment and restatement of the Company’s Amended and Restated By-Laws (the “By-Laws” and, as so amended and restated, the “Amended By-Laws”), effective immediately.”
CYTOKINETICS INC: Amended and restated bylaws to update advance notice provisions, universal proxy rule compliance, proxy color requirement, stockholder meeting conduct, and conform to Delaware law (effective 2023-11-16).
“On and effective as of November 16, 2023, the Board of Directors (the “Board”) of Cytokinetics, Incorporated (the “Company”) approved and adopted an amendment and restatement of the Amended and Restated Bylaws of the Company (as so amended and restated, the “Revised Bylaws”)”
INSPERITY, INC.: Amended and restated Bylaws to incorporate universal proxy rules and make technical and conforming changes (effective 2023-11-15).
“On November 15, 2023, the Board of Directors of Insperity, Inc. (the “Company”) further amended and restated the Company’s Amended and Restated Bylaws (as so amended, the “Bylaws”) to • incorporate and update certain procedural mechanics and disclosure requirements for director nominations by stockholders in connection with the effectiveness of the Securities and Exchange Commission’s “universal proxy” rules set forth in Rule 14a-19 promulgated under the Securities Exchange Act of 1934, as amended (“Rule 14a-19”), including by providing that: ◦ any stockholder soliciting proxies comply with Rule 14a-9 and other applicable securities laws; make additional representations regarding the intentions of the nominating stockholder to solicit proxies; certify compliance with applicable laws in connection with the acquisition of shares of stock of the Company and its activities as a stockholder; provide the Company with reasonable evidence that it has complied with the requirements of Rule 14a-”
MUNCY COLUMBIA FINANCIAL Corp: Added article 17 providing that any or all classes and series of shares may be uncertificated shares, effective November 15, 2023 (effective 2023-11-15).
“On November 15, 2023, MCFC amended its articles of incorporation by adding an article 17 providing that any or all classes and series of shares may be uncertificated shares.”
MUNCY COLUMBIA FINANCIAL Corp: Amended articles of incorporation to change name to Muncy Columbia Financial Corporation, effective November 11, 2023 (effective 2023-11-11).
“CCFNB amended its articles of incorporation to change its name to “Muncy Columbia Financial Corporation.” The name change was effective on November 11, 2023.”
LEAR CORP: Amended and restated bylaws to update procedural mechanics and disclosure requirements for director nominations under universal proxy rules and to make conforming changes to DGCL updates and corporate governance practices (effective 2023-11-14).
“On and effective November 14, 2023, the Board of Directors (the “Board”) of Lear Corporation (the “Company”) approved an amendment and restatement to the Company’s Amended and Restated Bylaws (as amended and restated, the “Amended Bylaws”).”
Global Lights Acquisition Corp: Adopted Amended and Restated Memorandum and Articles of Association on November 10, 2023 (effective 2023-11-10).
“On November 10, 2023, the Company adopted and filed its Amended and Restated Memorandum and Articles of Association.”
J.P. Morgan Real Estate Income Trust, Inc.: The Company filed Articles of Amendment to increase authorized capital stock to 5,500,000,000 shares and common stock to 5,400,000,000 shares; filed Articles Supplementary to designate 500,000,000 Class X Shares and 600,000,000 Class Y Shares; and filed Second Articles of Amendment to amend definiti (effective 2023-11-13).
“Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On November 13, 2023, the Company filed Articles of Amendment (the “Articles of Amendment”) to its Articles of Amendment and Restatement, dated June 2, 2022 (the “Charter”) with the Maryland State Department of Assessments and Taxation (“SDAT”) to increase the number of shares of capital stock that the Company has authority to issue to 5,500,000,000 and the number of shares of common stock, par value $0.01 per share, that the Company has authority to issue to 5,400,000,000. Immediately following the filing of the Articles of Amendment, the Company filed with the SDAT Articles Supplementary (the “Articles Supplementary”) to the Charter, pursuant to which the Company classified and designated 500,000,000 authorized but unissued Class X Shares and 600,000,000 authorized but unissued Class Y Shares. Immediately following the filing of the Articles Supplementary, the Company filed with the SDAT Second Artic”
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.