Charter, bylaw, and control-related changes under 8-K Items 5.03/5.05/5.06.
Shimmick Corp reported a bylaw amendment (effective 2023-11-16).
“Shimmick Corporation's (the “Company”) amended and restated certificate of incorporation (the “Certificate of Incorporation”) was filed with the Secretary of State of the State of Delaware on November 16, 2023, and its amended and restated bylaws (the “Bylaws”) became effective in connection with the closing of the initial public offering of shares of the Company’s common stock.”
Wheels Up Experience Inc.: Amended and restated bylaws with clarifications on quorum, stockholder list, meeting procedures, written consent alignment, director nominations, lead independent director, share consideration, foreign stock record, severability, notice methods, and stockholder bylaw adoption (effective 2023-11-15).
“on November 9, 2023, the Company’s Board of Directors (the “Board”) approved and adopted the Amended and Restated By-Laws of the Company, effective as of November 15, 2023 (the “A&R By-Laws”).”
Wheels Up Experience Inc.: Amended and restated certificate of incorporation to increase authorized common shares from 250M to 1.5B, permit stockholder written consent, remove supermajority vote requirement for certain articles, and clarify severability clause (effective 2023-11-15).
“On November 15, 2023, the Company filed an Amended and Restated Certificate of Incorporation (the “A&R Certificate of Incorporation”) with the Delaware Secretary of State to implement the Certificate of Incorporation Amendments, which became effective upon filing.”
MainStreet Bancshares, Inc.: Deleted two provisions in Article I, Section 12(a)(iv) that required disclosure of director nomination plans or proposals at other companies, and renumbered remaining provisions, to address objections raised by ISS (effective 2023-11-15).
“On November 15, 2023, the Board of Directors of the Company approved and adopted Amended and Restated Bylaws which became effective the same day.”
Donnelley Financial Solutions, Inc.: Amended and Restated By-Laws to clarify stockholder notice and meeting conduct provisions consistent with Universal Proxy Rules and DGCL (effective 2023-11-14).
“On November 14, 2023, the Board of Directors (the “Board”) of Donnelley Financial Solutions, Inc. (the “Company”) approved and adopted the Company’s Amended and Restated By-Laws (the “By-Laws”), which became effective immediately.”
SHARING SERVICES GLOBAL Corp: Amended and restated Certificate of Designation for Series D Preferred Stock removing redemption feature and modifying dividend calculation (effective 2023-11-16).
“the board of directors of Sharing Services Global Corporation (the “Company”) and Decentralized Sharing System, Inc., as the sole stockholder (the “Holder”) of the Company’s Series D Preferred Stock (the “Series D Preferred Stock”), approved the adoption and filing of an Amended and Restated Certificate of Designation of the Series D Preferred Stock (the “Amended and Restated Certificate of Designation”).”
Hamilton Insurance Group, Ltd.: Fourth amended and restated bye-laws became effective upon closing of initial public offering of Class B common shares (effective 2023-11-14).
“On November 14, 2023, in connection with the Offering of Class B common shares of the Company, the Company’s fourth amended and restated bye-laws (the “ Bye-laws ”) became effective.”
AUDDIA INC.: Filed Certificate of Designation for Series A Preferred Stock with one share having 30,000,000 votes on reverse stock split proposals (effective 2023-11-13).
“On November 13, 2023, the Company filed a Certificate of Designation of the Series A Preferred Stock (the “Certificate of Designation”) with the Secretary of State of the State of Delaware to create a new class of Series A Preferred Stock, par value $0.001 per share.”
Contango Silver & Gold Inc.: Company changed fiscal year end from June 30 to December 31, effective December 31, 2023, with a six-month transition period from July 1, 2023 to December 31, 2023 (effective 2023-12-31).
“On November 14, 2023, the Board of Directors (the “ Board ”) of Contango ORE, Inc. (the “ Company ”) approved a change to the Company’s fiscal year end from June 30 to December 31, effective as of December 31, 2023.”
iRhythm Holdings, Inc.: Adopted amended and restated bylaws effective November 10, 2023, with changes to stockholder meeting procedures, universal proxy rules compliance, advance notice provisions, emergency bylaws, and other ministerial updates (effective 2023-11-10).
“which became immediately effective. Among other things, the amendments effected by the Amended and Restated Bylaws: • revise certain provisions relating to adjournment procedures and lists of stockholders entitled to vote at stockholder meetings”
Argo Group International Holdings, Inc.: Adoption of new memorandum of association and bye-laws of surviving company following merger.
“the memorandum of association and bye-laws of Merger Sub immediately prior to the Effective Time became the memorandum of association and bye-laws, respectively, of the Surviving Company”
CUTERA INC: Amended and restated bylaws to revise director nomination procedures and add universal proxy rule compliance requirement (effective 2023-11-14).
“On November 14, 2023, the Board of Directors (the “Board”) of Cutera, Inc. (the “Company”) approved, effective as of such date, the amendment and restatement of the Company’s bylaws (the “Amended and Restated Bylaws”). Among other changes, the Amended and Restated Bylaws revise the procedures and disclosure requirements for the nomination of directors, including by adding a requirement that a stockholder seeking to nominate director(s) at an annual meeting deliver, at the Company’s request, reasonable evidence that it has complied with the requirements of Rule 14a-19 of the Exchange Act of 1934, as amended (also known as the universal proxy rules) no later than five business days prior to the meeting.”
NetApp, Inc.: Amended and restated bylaws effective November 15, 2023, with updates including virtual meetings, universal proxy rules, indemnification provisions, and other changes (effective 2023-11-15).
“On and effective as of November 15, 2023, the Board approved and adopted amended and restated bylaws (the “Amended and Restated Bylaws”).”
REPUBLIC BANCORP INC /KY/: Adopted revised Code of Conduct and Ethics that amended, restated, and replaced the prior Code, clarifying, updating, or enhancing standards of conduct for directors, officers, and employees; no waiver was granted (effective 2023-11-15).
“On November 15, 2023, as part of the review of Republic Bancorp, Inc.’s and Republic Bank & Trust Company’s (collectively, the “Company”), the Company’s Board of Directors adopted a revised Republic Bancorp, Inc. and Republic Bank & Trust Company Code of Conduct and Ethics (“Code”) that amended, restated, and replaced the prior Republic Bancorp, Inc. and Republic Bank & Trust Company Code of Conduct & Ethics (“Prior Code”).”
CHASE CORP: Immediately after the Effective Time, the bylaws were amended and restated in their entirety.
“the bylaws of Chase, each as in effect as of the Effective Time were each amended and restated in their entirety, as set forth in Exhibits 3.1 and 3.2”
CHASE CORP: Immediately after the Effective Time, the articles of organization were amended and restated in their entirety.
“were each amended and restated in their entirety, as set forth in Exhibits 3.1 and 3.2”
Mural Oncology plc: Amended and restated Memorandum and Articles of Association (Constitution) (effective 2023-11-15).
“The Memorandum and Articles of Association of Mural (the “Constitution”) was amended and restated, effective November 15, 2023.”
Battery Future Acquisition Corp.: Amendments to the Second Amended and Restated Memorandum and Articles of Association to remove monthly extension payment requirement and extend Combination Period to June 17, 2024, and to eliminate net tangible asset redemption limitations (effective 2023-11-14).
“As approved by its shareholders at the Meeting on November 14, 2023, the Company adopted an amendment to the Company’s Second Amended and Restated Memorandum and Articles of Association on November 14, 2023 (as amended, the “Charter”), allowing the Company to (1) remove the monthly extension payment the Company must make into the Trust Account to extend the Combination Period and extend the Combination Period to June 17, 2024 without depositing additional funds in the Trust Account (the “Extension Payment Removal Amendment”) and (2) eliminate (i) the limitation that the Company may not redeem public shares in an amount that would cause the Company’s net tangible assets to be less than $5,000,001 and (ii) the limitation that the Company shall not consummate an initial business combination unless the Company has net tangible assets of at least $5,000,001 immediately prior to, or upon consummation of, or any greater net tangible asset or cash requirement that may be contained in the agree”
OSR Holdings, Inc.: Amended certificate of incorporation to extend deadline for business combination from November 14, 2023 to February 14, 2024 (effective 2023-11-09).
“At the Special Meeting, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “ Charter ”) to allow the Company to extend the date by which the Company must consummate a business combination from November 14, 2023 (the date that is 9 months from the closing date of the Company’s IPO) to February 14, 2024 (the “ First Extended Date ”).”
Taysha Gene Therapies, Inc.: Increased authorized shares of common stock from 200,000,000 to 400,000,000 (effective 2023-11-15).
“On November 15, 2023, Taysha Gene Therapies, Inc. (the “ Company ”) filed with the Secretary of State of the State of Delaware a Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended to date, to increase the authorized number of shares of the Company’s common stock from 200,000,000 shares to 400,000,000 shares.”
SenesTech, Inc.: Filed an amendment to the Certificate of Incorporation to effect a 1-for-12 reverse stock split, effective 4:01 p.m. ET on November 16, 2023 (effective 2023-11-16).
“On November 7, 2023, our Reverse Split Committee of our Board of Directors approved a final split ratio of one-for-twelve (1:12). Following such approval, we filed an amendment to the Certificate of Incorporation (the “Amendment”) with the Secretary of State of the State of Delaware on November 14, 2023 to effect the reverse stock split, with an effective time of 4:01 p.m., Eastern Time on November 16, 2023.”
Tenable Holdings, Inc.: Adopted Second Amended and Restated Bylaws updating advance notice provisions for universal proxy rules, proxy card color, indemnification, and other technical changes (effective 2023-11-14).
“On November 14, 2023, the board of directors (the “Board”) of Tenable Holdings, Inc. (the “Company”) adopted the Second Amended and Restated Bylaws of the Company (the “Second Amended and Restated Bylaws”), which became effective immediately and amended and restated the Company’s prior Amended and Restated Bylaws (the “Prior Bylaws”).”
Keenova Therapeutics plc: Adopted New Articles of Association replacing Prior Articles of Association, changing authorized share capital, board composition, preemptive rights, and other governance provisions.
“Effective as of the Effective Date, and pursuant to the Scheme of Arrangement, the new memorandum and articles of association (together, the " New Articles of Association ") were adopted, which replaced and superseded the prior memorandum and articles of association (together, the " Prior Articles of Association "), respectively.”
LIQTECH INTERNATIONAL INC: Increased authorized shares of common stock from 12,500,000 to 50,000,000 (effective 2023-11-13).
“On November 13, 2023, LiqTech International, Inc., a Nevada corporation (the " Company "), filed an amendment (the " Amendment ") to its Articles of Incorporation to increase the number of authorized shares of the Company’s common stock, par value $0.001 per share (“ Common Stock ”), from 12,500,000 shares to 50,000,000 shares, pursuant to the Company’s filing of a Certificate of Amendment (the “ Certificate ”) with the Nevada Secretary of State”
Cryoport, Inc.: Amended and restated bylaws to update director nomination procedures, proxy card color requirements, and compliance with Rule 14a-19 under the Exchange Act (effective 2023-11-09).
“On November 9, 2023, as part of its periodic review of corporate governance matters and in connection with the universal proxy rules adopted by the Securities and Exchange Commission, the Board of Directors (the "Board") of Cryoport, Inc. (the "Company") 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 h, in order to, among other things: · update the procedural and disclosure requirements for the nomination for directors, including, among other things, requiring that any stockholder seeking to nominate director(s) at a stockholder's meeting provide the Company with certain representations, information and evidence regarding compliance with Rule 14a-19 under the Securities Exchange Act, as amended (the "Exchange Act"); · implement a requirement that any stockholder directly or indirectly soliciting proxies from other stockholders must use a proxy card color other than white, wi”
GRAFTECH INTERNATIONAL LTD: Amended and restated bylaws to incorporate Universal Proxy Rule requirements and enhance advance notice procedures for stockholder nominations and proposals (effective 2023-11-09).
“On November 9, 2023, the Board of Directors (the “Board”) of GrafTech International Ltd. (the “Company”) approved the Amended and Restated By-Laws of GrafTech International Ltd. (the “Amended and Restated By-Laws”), effective as of such date.”
CARGO Therapeutics, Inc.: Amended and restated bylaws became effective in connection with the closing of the IPO, including provisions on advance notice of nominations, board authority to alter bylaws without stockholder approval, and elimination of stockholder right to call special meetings or act by written consent (effective 2023-11-14).
“On November 14, 2023, CARGO Therapeutics, Inc.’s (the “Company”) amended and restated certificate of incorporation (the “Certificate of Incorporation”), filed with the Secretary of State of the State of Delaware on November 14, 2023, and its amended and restated bylaws (the “Bylaws”) became effective in connection with the closing of the initial public offering of shares of the Company’s common stock.”
CARGO Therapeutics, Inc.: Amended and restated certificate of incorporation became effective in connection with the closing of the IPO, including provisions on authorized stock, classified board, exclusive forum, and director removal and bylaw amendment thresholds (effective 2023-11-14).
“On November 14, 2023, CARGO Therapeutics, Inc.’s (the “Company”) amended and restated certificate of incorporation (the “Certificate of Incorporation”), filed with the Secretary of State of the State of Delaware on November 14, 2023, and its amended and restated bylaws (the “Bylaws”) became effective in connection with the closing of the initial public offering of shares of the Company’s common stock.”
Greenland Mines Ltd: Amended charter to extend business combination deadline from December 4, 2023 to December 4, 2024, with up to twelve monthly extensions at $35,000 each (effective 2023-11-13).
“the Charter Amendment is attached to this Current Report on Form 8-K as Exhibit 3.1 and is incorporated herein by reference. Item 5.07. Submissions of Matters to a Vote of Security Holders. On November 13, 2023, RWOD held a special meeting of stockholders (the “ Special Meeting ”).”
SYNTEC OPTICS HOLDINGS, INC.: As a result of the Business Combination, the Company ceased to be a shell company (effective 2023-11-07).
“As a result of the Business Combination, the Company ceased to be a shell company.”
SYNTEC OPTICS HOLDINGS, INC.: Amended and Restated Certificate of Incorporation became effective on November 7, 2023 in connection with the consummation of the Transactions (effective 2023-11-07).
“On November 7, 2023, in connection with the consummation of the Transactions, the Company’s A&R Charter, and Amended and Restated Bylaws (the “ A&R Bylaws ”) were approved by OmniLit’s stockholders at the Annual Meeting and became effective.”
SYNTEC OPTICS HOLDINGS, INC.: Amended and Restated Bylaws became effective on November 7, 2023 in connection with the consummation of the Transactions (effective 2023-11-07).
“On November 7, 2023, in connection with the consummation of the Transactions, the Company’s A&R Charter, and Amended and Restated Bylaws (the “ A&R Bylaws ”) were approved by OmniLit’s stockholders at the Annual Meeting and became effective.”
Estrella Immunopharma, Inc.: Fiscal year end changed from December 31 to June 30 effective as of the closing date of the Business Combination (effective 2023-09-29).
“Effective as of the closing date of the Business Combination on September 29, 2023, the Company’s fiscal year end changed from December 31 to June 30.”
Goal Acquisitions Corp.: Amendment to the Amended and Restated Certificate of Incorporation to extend the period to consummate an initial business combination and make related administrative changes (effective 2023-11-08).
“On November 8, 2023, the Company’s stockholders also approved an amendment (the “Charter Amendment”) to the Amended and Restated Certificate of Incorporation of the Company (the “Charter”) to (i) extend the initial period of time by which the Company has to consummate an initial business combination to the New Termination Date and (ii) make other administrative and technical changes in the Charter in connection with the New Termination Date”
89bio, Inc.: Amended and restated bylaws to enhance procedural requirements for stockholder proposals and director nominations, align with Rule 14a-19, and update provisions per DGCL amendments (effective 2023-11-09).
“On November 9, 2023, the Board of Directors (the “Board”) of 89bio, Inc. (the “Company”) adopted an amendment and restatement of the Company’s Second Amended and Restated Bylaws (as so amended and restated, the “Third Amended and Restated Bylaws”), effective as of such date”
Kartoon Studios, Inc.: Stockholders approved an increase to the number of authorized shares of common stock from 40,000,000 to 190,000,000 shares, with a corresponding increase in total authorized shares from 50,000,000 to 200,000,000 shares, effective upon filing a Certificate of Change with the Nevada Secretary of State (effective 2023-11-09).
“At a special meeting of stockholders of Kartoon Studios, Inc. (the “ Company ”) held on November 1, 2023 (the “ Special Meeting ”), the Company’s stockholders approved an increase to the number of authorized shares of the Company’s common stock, par value $0.001 per share (the “ Common Stock ”), from 40,000,000 shares to 190,000,000 shares and to reflect a corresponding increase in the total number of shares the Company is authorized to issue from 50,000,000 shares to 200,000,000 shares (the “ Authorized Share Increase ”).”
Dror Ortho-Design, Inc.: Corrected typographical error in Certificate of Designations of Series A Convertible Preferred Stock to grant voting rights to holders, aligning with the Amended and Restated Certificate of Incorporation (effective 2023-11-08).
“On November 8, 2023, Dror Ortho-Design, Inc. (the “Company”) filed a certificate of correction (the “Certificate of Correction”) to the Certificate of Designations of Preferences, Rights and Limitations of Series A Convertible Preferred Stock (the “Certificate of Designations”) with the Secretary of State of the State of Delaware.”
Dror Ortho-Design, Inc.: Board adopted new Bylaws effective immediately, replacing existing bylaws with revisions to meeting procedures, quorum, proxy rules, director/officer provisions, and indemnification (effective 2023-10-24).
“On October 24, 2023, the Board adopted the Bylaws, effective immediately.”
Childrens Place, Inc.: Seventh amendment and restatement of bylaws updating advance notice provisions, proxy card color, meeting procedures, and making technical changes (effective 2023-11-09).
“On November 9, 2023, the board of directors (the “Board”) of The Children’s Place, Inc. (the “Company”) approved and adopted a seventh amendment and restatement of the Company’s bylaws (as amended, the “Bylaws”), which became effective the same day.”
AI Transportation Acquisition Corp: Filed an Amended and Restated Memorandum and Articles of Association in connection with the IPO (effective 2023-11-08).
“In connection with the consummation of the Company’s IPO, the Company filed its Amended and Restated Memorandum of Association and Articles of Association dated November 8, 2023 (the “Amended and Restated Charter”) with the Cayman Islands authorities on November 8, 2023.”
KKR Private Equity Conglomerate LLC: Amended and restated limited liability company agreement, including revising the definition of Reference Period for Performance Participation Allocation to begin on October 1 and end on September 30 of the next succeeding year, with an initial Reference Period from August 1, 2023 to September 30, 20 (effective 2023-11-07).
“On November 7, 2023, the Second Amended and Restated Limited Liability Company Agreement (the “Second A&R LLCA”) of KKR Private Equity Conglomerate LLC (the “Company”) was executed, which amended and restated the Company’s Amended and Restated Limited Liability Company Agreement, dated as of July 27, 2023.”
INSPIRE VETERINARY PARTNERS, INC.: On November 7, 2023, Inspire Veterinary Partners, Inc. filed an amendment to its certificate of designation for Series A preferred stock to increase the number of designated Series A preferred shares to 2,000,000 and modify the conversion price to no less than $0.25 per share (effective 2023-11-07).
“On November 7, 2023, Inspire Veterinary Partners, Inc. (the “Company”) amended its articles of incorporation by filing with the Secretary of State of the State of Nevada an amendment (the “Series A COD Amendment”) to the certificate of designation for the Company’s Series A preferred stock (the “Series A Preferred Stock”).”
ESG Inc.: Company changed fiscal year end to December 31 to align with ESG (effective 2023-08-31).
“The Board of Directors of the Company voted to change the Company’s fiscal year end to December 31 st in order to align it with ESG. The Board of Directors of the Company approved this change to the fiscal year end on August 31, 2023.”
TPG Inc.: On November 13, 2023, TPG Inc. filed a Charter Amendment to its certificate of incorporation relating to the issuance of additional shares of Class B common stock and an internal reorganization, and also filed a restated certificate of incorporation reflecting the amendment, both effective upon fili (effective 2023-11-13).
“On November 13, 2023, TPG filed the Charter Amendment with the Secretary of State of the State of Delaware, which became immediately effective. On November 13, 2023, TPG also filed a restated certificate of incorporation with the Secretary of State of the State of Delaware reflecting the Charter Amendment (the “Restated Charter”).”
Aeries Technology, Inc.: Company ceased being a shell company as a result of the business combination.
“As a result of the Business Combination, the Company ceased being a shell company.”
Aeries Technology, Inc.: Board adopted a new Code of Business Conduct and Ethics applicable to all directors and employees (effective 2023-11-06).
“On the Closing Date, the Board adopted a new Code of Business Conduct and Ethics applicable to all of the Company’s directors and employees.”
Aeries Technology, Inc.: Changed fiscal year from December 31 to March 31, effective upon Closing (effective 2023-11-06).
“on the Closing Date, ATI changed its fiscal year from a year ending December 31 to a year ending March 31”
Aeries Technology, Inc.: Amended & Restated Articles became effective upon Closing, replacing prior articles of association in connection with the business combination (effective 2023-11-06).
“The Amended & Restated Articles, which became effective upon Closing on November 6, 2023, includes the amendments proposed by the Charter Proposal.”
GCT Semiconductor Holding, Inc.: Extended the date by which the company must consummate a business combination from November 8, 2023 to August 8, 2024 (effective 2023-11-07).
“the Company filed an amendment to its amended and restated certificate of incorporation, as amended, with the Delaware Secretary of State on November 7, 2023 (the “Charter Amendment”), to extend the date by which the Company has to consummate a business combination from November 8, 2023 to August 8, 2024”
OneMedNet Corp: Data Knights ceased being a shell company as a result of the Business Combination.
“As a result of the Business Combination, Data Knights ceased being 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.