Charter, bylaw, and control-related changes under 8-K Items 5.03/5.05/5.06.
OneMedNet Corp: Adopted a new Code of Business Conduct and Ethics (effective 2023-11-09).
“On November 9, 2023, the Company adopted a new Code of Business Conduct and Ethics that applies to all of its employees, officers and directors, including its Chief Executive Officer, Chief Financial Officer and other executive and senior financial officers”
OneMedNet Corp: Adopted Amended and Restated Bylaws effective as of the Closing Date.
“OneMedNet adopted the Third Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws effective as of the Closing Date”
OneMedNet Corp: Adopted Third Amended and Restated Certificate of Incorporation effective as of the Closing Date.
“OneMedNet adopted the Third Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws effective as of the Closing Date”
Edoc Acquisition Corp.: Amended charter to extend business combination deadline from November 12, 2023 to May 12, 2024 (effective 2023-11-06).
“to amend the Company’s amended and restated memorandum and articles of association (the “ Charter Amendment ”) to extend the date by which the Company has to consummate an initial business combination from November 12, 2023 to May 12, 2024”
micromobility.com Inc.: Amended Certificate of Incorporation to effect a 1-for-150 reverse stock split, increase authorized shares from 400M to 1B, and remove Class B common stock (effective 2023-12-04).
“On November 13, 2023, the Company filed with the Secretary of State of the State of Delaware a certificate of amendment to its Restated Certificate of Incorporation (the “Certificate of Amendment”) to effect the Reverse Stock Split Proposal, Authorized Increase Proposal, and Class B Removal Proposal.”
Blue Apron Holdings, Inc.: Amended and restated bylaws effective as of immediately following the Effective Time.
“the bylaws of the Company were amended and restated in their entirety, effective as of immediately following the Effective Time”
Blue Apron Holdings, Inc.: Amended and restated certificate of incorporation effective as of the Effective Time.
“the restated certificate of incorporation of the Company was amended and restated in its entirety, effective as of the Effective Time”
VNOM Sub, Inc.: The Bylaws of the Corporation became effective at the Effective Time upon conversion (effective 2023-11-02).
“At the Effective Time, the Partnership converted to the Corporation pursuant to a Plan of Conversion (the “Plan of Conversion”), and the Certificate of Incorporation and the Bylaws of the Corporation became effective.”
VNOM Sub, Inc.: The Certificate of Incorporation became effective upon conversion from a partnership to a corporation, detailing stockholder rights, including voting rights and Diamondback director designation rights (effective 2023-11-02).
“On November 2, 2023, to implement the Conversion, the General Partner filed with the Secretary of the State of Delaware, in its capacity as the Partnership's general partner, the Certificate of Corporation and, in its capacity as the sole incorporator of the Corporation, the Certificate of Incorporation.”
Knight-Swift Transportation Holdings Inc.: Adopted Fifth Amended and Restated By-laws to prohibit indemnification of an employee or officer to the extent prohibited by the company's clawback policy (effective 2023-11-08).
“Effective November 8, 2023, the Board of Directors (the "Board") of Knight-Swift Transportation Holdings Inc. (the "Company") approved the Fifth Amended and Restated By-laws of the Company to prohibit indemnification of an employee or officer to the extent such indemnification would be prohibited pursuant to the terms of the Company's clawback policy.”
Global AI, Inc.: Changed fiscal year end from September 30 to December 31, effective immediately upon board approval on November 7, 2023 (effective 2023-11-07).
“On November 7, 2023, effective immediately, the Board approved a change in the Company’s fiscal year from the twelve months beginning October 1 and ending September 30 to the twelve months beginning January 1 and ending December 31.”
Cartesian Therapeutics, Inc.: Company amended its restated certificate of incorporation to change corporate name to Cartesian Therapeutics, Inc (effective 2023-11-13).
“On November 13, 2023, the Company filed with the Secretary of State of the State of Delaware a certificate of amendment to the Charter to change its corporate name to Cartesian Therapeutics, Inc.”
Public Storage: Amended and restated bylaws effective November 8, 2023, including updates to shareholder nomination procedures, special meeting mechanics, plurality voting standard clarification, and emergency provisions (effective 2023-11-08).
“On November 8, 2023, the Board of Trustees (the “Board”) of Public Storage (the “Company”) adopted amended and restated bylaws of the Company (the “Amended and Restated Bylaws”), effective immediately.”
AVIAT NETWORKS, INC.: Amended and restated certificate of incorporation to add officer exculpation provisions and make non-substantive amendments (effective 2023-11-09).
“The fiscal year 2023 Annual Meeting of Stockholders of Aviat Networks, Inc. (the “Company”) was held on November 8, 2023 (the “Annual Meeting”). At the Annual Meeting, upon the recommendation of the board of directors of the Company (the “Board”), the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Current Certificate”) to reflect new Delaware law provisions regarding officer exculpation (the “Exculpation Amendment”) and approved the amendment and restatement of the Current Certificate to make certain additional, non-substantive amendments (the “Non-Substantive Amendments,” together with the Exculpation Amendment, the “Certificate Amendments”). The Certificate Amendments became effective upon the filing of the Amended and Restated Certificate of Incorporation of the Company (the “A&R Certificate”) with the Secretary of State of Delaware on November 9, 2023.”
CNO Financial Group, Inc.: Filing of Certificate of Designations for Series F Junior Participating Preferred Stock and Certificate of Elimination for Series E Junior Participating Preferred Stock in connection with amended rights agreement (effective 2023-11-13).
“the Company will file with the office of the Secretary of State of the State of Delaware (i) on November 13, 2023 a Certificate of Designations (the “ Certificate of Designations ”) for the Series F Junior Participating Preferred Stock, par value $0.01 per share, of the Company relating to the Amended Rights Agreement, and (ii) on November 14, 2023 a Certificate of Elimination (the “ Certificate of Elimination ”) for the Series E Junior Participating Preferred Stock, par value $0.01 per share, of the Company relating to the Fourth Amended Rights Agreement.”
NEXTGEN HEALTHCARE, INC.: Bylaws amended and restated in their entirety.
“the bylaws of NextGen, as in effect immediately prior to the Effective Time, were amended and restated in their entirety (the "Bylaws").”
NEXTGEN HEALTHCARE, INC.: Certificate of incorporation amended and restated in its entirety.
“the certificate of incorporation of NextGen, as in effect immediately prior to the Effective Time, was amended and restated in its entirety (the "Amended and Restated Certificate of Incorporation").”
LAM RESEARCH CORP: Amended and restated Bylaws effective immediately on November 8, 2023, to modify Sections 2.7, 2.12, 2.13, and 6.1, adopt gender-neutral terms, and include immaterial clarifications (effective 2023-11-08).
“On November 8, 2023, the board of directors (the “Board”) of Lam Research Corporation (the “Company”) amended and restated the Company’s Amended and Restated Bylaws (the “Bylaws”), effective immediately, to, among other things: • modify Section 2.7 to conform to recent changes to the Delaware General Corporation Law (the “DGCL”) relating to the procedures for adjourning a meeting of stockholders”
TELOS CORP: Amended Bylaws to delegate director compensation authority to the Board and give stockholders power to adopt or repeal Bylaws (effective 2023-11-07).
“On November 7, 2023, the Board of Directors (the “Board”) of Telos Corporation (the “Company) amended and restated the Company’s Bylaws effective as of November 7, 2023.”
ESG Inc.: The Company changed its 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.”
Cyngn Inc.: Increased authorized common stock from 100,000,000 to 200,000,000 shares (effective 2023-11-09).
“On November 9, 2023, the Company filed a Certificate of Amendment to the Fifth Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) reflecting an increase in the Company’s authorized shares of common stock from 100,000,000 to 200,000,000.”
Edible Garden AG Inc: Stockholders approved a Certificate of Amendment to increase authorized shares of capital stock from 20,000,000 to 110,000,000 and authorized shares of common stock from 10,000,000 to 100,000,000 (effective 2023-11-10).
“On November 6, 2023, Edible Garden AG Incorporated (the “Company”) held a special meeting of its stockholders (the “Special Meeting”). At the Special Meeting, the Company’s stockholders approved an amendment (the “Certificate of Amendment”) to the Company’s Certificate of Incorporation (the “Charter”) to increase the total number of authorized shares of capital stock of the Company from 20,000,000 to 110,000,000 and to increase the total authorized shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), from 10,000,000 shares to 100,000,000 shares. Following this approval, the Company filed the Certificate of Amendment with the Secretary of State of the State of Delaware on November 7, 2023. The effective date of the Certificate of Amendment is November 10, 2023.”
Nexentis Technologies Inc.: Reincorporated from Delaware to Nevada, with the certificate/ articles of incorporation now governed by Nevada law; effective November 6, 2023 (effective 2023-11-06).
“Effective as of November 6, 2023 (the “Effective Day”), Parent merged with and into the Company, with the Company being the surviving corporation and successor in interest to Parent. The purpose of the Reincorporation Merger was to re-domicile Parent from Delaware to Nevada.”
HYCROFT MINING HOLDING CORP: Filed certificate of amendment to effect a 1-for-10 reverse stock split of Class A common stock (effective 2023-11-14).
“On November 9, 2023, Hycroft Mining Holding Corporation (the “Company”) filed a certificate of amendment (the “Amendment”) with the Secretary of State of the State of Delaware relating to a 1-for-10 reverse stock split (the “Reverse Stock Split”) of the outstanding shares of the Company’s Class A common stock (“Common Stock”).”
VERRA MOBILITY Corp: Amended Bylaws to implement universal proxy rules and other procedural updates (effective 2023-11-08).
“On November 8, 2023, as part of its periodic review of corporate governance matters, the Board of Directors (the “ Board ”) of the Company approved and adopted amendments to the Company’s Amended and Restated Bylaws (the “ Bylaws ”), which became effective immediately (the “ Bylaw Amendments ”).”
ENERGIZER HOLDINGS, INC.: Amended and restated bylaws to update advance notice provisions for universal proxy rules (effective 2023-11-06).
“On November 6, 2023, our Board of Directors approved amended and restated bylaws (the “Fifth Amended and Restated Bylaws”), which became effective the same day. The amendment amends the Company’s advance notice provisions to address matters relating to the SEC’s adoption of the universal proxy rules in Rule 14a-19 of the Securities Exchange Act of 1934, as amended.”
National Storage Affiliates Trust: On November 9, 2023, the Board approved and adopted the Company's Third Amended and Restated Bylaws to address the new universal proxy rules and enhance information requirements for trustee nominations (effective 2023-11-09).
“On November 9, 2023, the Board of Trustees (the “Board”) of National Storage Affiliates Trust (the “Company”) approved and adopted the Company’s Third Amended and Restated Bylaws (the “Bylaws”).”
Installed Building Products, Inc.: On November 7, 2023, the Board approved amendment and restatement of the bylaws to update advance notice provisions for director nominations and stockholder business, including compliance with Rule 14a-19 universal proxy rules, enhanced disclosure requirements, nominee questionnaires, limits on nomi (effective 2023-11-07).
“On November 7, 2023, the Board of Directors (the “Board of Directors”) of Installed Building Products, Inc. (the “Company”), upon recommendation by the Nominating and Corporate Governance Committee, approved the amendment and restatement of the bylaws (as so amended and restated, the “Bylaws”), effective as of such date.”
First American Financial Corp: Amended and restated bylaws effective November 7, 2023, including updates to align with DGCL, revised stockholder nomination and proposal procedures, universal proxy card rules, and other technical changes (effective 2023-11-07).
“On November 7, 2023, the Board of Directors (the “Board”) of First American Financial Corporation (the “Company”) approved and adopted Amended and Restated Bylaws of the Company (as amended and restated, the “Bylaws”), that became effective immediately.”
Travel & Leisure Co.: Adopted Fourth Amended and Restated By-laws, including revised director nomination and stockholder proposal procedures, gender-neutral terms, and other administrative updates (effective 2023-11-08).
“On November 8, 2023, the Board of Directors (the “Board”) of Travel + Leisure Co. (the “Company”) adopted and approved, effective immediately, amended and restated bylaws of the Company (as amended and restated, the “Fourth Amended and Restated By-laws”).”
SOUNDTHINKING, INC.: Amended and Restated Bylaws adopted, including changes to advance notice for universal proxy rules, director nominee requirements, stockholder meeting procedures, and indemnification terms (effective 2023-11-03).
“On November 3, 2023, the board of directors (the “Board”) of SoundThinking, Inc. (the “Company”) approved and adopted the Company’s Amended and Restated Bylaws (as amended, the “Amended and Restated Bylaws”), effective immediately.”
KITE REALTY GROUP TRUST: Amended and restated bylaws to implement universal proxy rules, update shareholder meeting procedures, and make other changes (effective 2023-11-08).
“On November 8, 2023, the Board of Trustees (the “Board”) of Kite Realty Group Trust (the “Company”) amended and restated the Company’s Second Amended and Restated Bylaws (as amended and restated, the “Third Amended and Restated Bylaws”), effective immediately”
CytoDyn Inc.: Increased authorized shares of common stock from 1,350,000,000 to 1,750,000,000 (effective 2023-11-09).
“On November 9, 2023, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment (the “Certificate of Amendment”) to its Certificate of Incorporation, increasing the total number of authorized shares of common stock, par value $0.001 per share, from 1,350,000,000 to 1,750,000,000.”
ASPEN AEROGELS INC: Amended and restated bylaws to update procedural mechanics and disclosure requirements for stockholder nominations and proposals, require universal proxy cards, and conform to current Delaware law (effective 2023-11-08).
“On November 8, 2023, the Board of Directors (the “Board”) of Aspen Aerogels, Inc. (the “Company”) approved the amendment and restatement of the Company’s Restated Bylaws (as amended and restated, the “Amended and Restated Bylaws”), which became effective immediately upon adoption.”
EXTREME NETWORKS INC: Amendment to Certificate of Incorporation to update exculpation provision for officers as permitted by Delaware law (effective 2023-11-08).
“On November 8, 2023, Extreme Networks, Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved an amendment to the Company’s Certificate of Incorporation (the “Amendment”), which had previously been adopted by the Company’s Board of Directors (the “Board”) subject to stockholder approval at the Annual Meeting.”
LKQ CORP: Amended and Restated Bylaws to update director nomination procedures under Rule 14a-19, reflect Delaware law changes, and make technical updates (effective 2023-11-06).
“The Board of Directors of LKQ Corporation (the “Company”) approved, effective as of November 6, 2023, Amended and Restated Bylaws of the Company (the “Bylaws”).”
AVID TECHNOLOGY, INC.: Following merger completion, certificate of incorporation and bylaws were amended and restated in their entirety effective at the Effective Time.
“Effective as of the Effective Time and 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 Merger, were amended and restated in their entirety.”
INSPIRE VETERINARY PARTNERS, INC.: Increased Series A Preferred Stock authorized shares to 2,000,000 and modified conversion price to no less than $0.50 per share (effective 2023-11-07).
“On November 7, 2023, Inspire Veterinary Partners, Inc. (the “Company”) amended its articles of incorporation by the 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”).”
ConnectM Technology Solutions, Inc.: Amended Charter to eliminate the limitation that the Company shall not redeem public shares to the extent such redemption would cause net tangible assets to be less than $5,000,001 (effective 2023-11-06).
“the Redemption Limitation Amendment would allow the Company to redeem public shares irrespective of whether such redemption would exceed the Redemption Limitation”
ConnectM Technology Solutions, Inc.: Amended Charter to allow board to extend combination period up to six additional one-month extensions from November 13, 2023 to May 13, 2024 (effective 2023-11-06).
“the Company filed an amendment (the “Extension Amendment”) to the Company’s Amended and Restated Certificate of Incorporation (as amended, the “Charter”) with the Secretary of State of the State of Delaware.”
Collective Audience, Inc.: As a result of the Business Combination, Abri ceased being a shell company (effective 2023-11-02).
“As a result of the Business Combination, Abri ceased being a shell company.”
Collective Audience, Inc.: Stockholders approved and adopted Amended and Restated Bylaws to set procedures to nominate directors, reduce director quorum requirement, allow uncertificated shares, increase voting requirements to repeal or amend the indemnification section, and remove stockholders' ability to call a special meet (effective 2023-11-02).
“the stockholders approved and adopted the Amended and Restated Bylaws of Abri (the “ Amended Bylaws ”) to among other things, set the procedures to nominate directors, reduce the quorum requirement for directors to transact business, allow Abri shares of stock to be uncertificated at the discretion of the board, increase the voting requirements to repeal or amend the “Indemnification” section and remove the ability of the stockholders to call a special meeting, effective upon Closing.”
Collective Audience, Inc.: Company's stockholders approved a Second Amended and Restated Certificate of Incorporation to change the company's name, increase authorized shares of common stock from 100,000,000 to 200,000,000 and authorized preferred stock from 1,000,000 to 100,000,000, remove classes of directors, and remove bl (effective 2023-11-02).
“the Company’s stockholders also approved a Second Amended and Restated Certificate of Incorporation (“ Amended Charter ”) to, among other things, change Abri’s name to “Collective Audience, Inc., increase the total number of authorized shares of Common Stock from 100,000,000 to 200,000,000 and the number of authorized preferred stock from 1,000,000 to 100,000,000, remove classes of the Combined Company’s directors and remove blank check provisions and to replace the Charter following the consummation of the Business Combination.”
Focus Impact BH3 Acquisition Co: Company changed its corporate name to 'Focus Impact BH3 Acquisition Company' by filing an amendment to its amended and restated certificate of incorporation (effective 2023-11-03).
“On November 3, 2023, the Company changed its corporate name to "Focus Impact BH3 Acquisition Company", pursuant to an amendment to its amended and restated certificate of incorporation (the “Amendment”) filed with the Delaware Secretary of State on November 3, 2023 (the “Name Change”).”
Integral Acquisition Corp 1: Charter amended to extend deadline to consummate a business combination by one year, from November 3, 2023 to November 5, 2024, and to allow Class B common stock holders to convert on a one-for-one basis before the business combination closes (effective 2023-11-02).
“At the Meeting, the Charter Amendment Proposals (as defined below) to further amend the Charter (the “ Charter Amendment ”) were approved. Under Delaware law, the Charter Amendment took effect upon the filing of the Charter Amendment with the Secretary of State of the State of Delaware on November 2, 2023.”
CONX Corp.: Amended articles to extend business combination deadline from November 3, 2023 to May 3, 2024 (effective 2023-11-03).
“On November 3, 2023, the Company filed an amendment (the “Extension Amendment”) to the Company’s Amended and Restated Articles of Incorporation (the “Amended and Restated Articles”) with the Secretary of State of the State of Nevada. The Extension Amendment extends the date by which the Company must consummate its initial business combination from November 3, 2023 to May 3, 2024.”
Ouster, Inc.: Amended and Restated Bylaws adopted to address universal proxy rules, streamline stockholder nomination procedures, and make other technical changes (effective 2023-11-02).
“On November 2, 2023, the Board of Directors (the “ Board ”) of Ouster, Inc., a Delaware corporation (the “ Company ”) approved and adopted amendments to the Company’s bylaws (as amended, the “ Amended and Restated Bylaws ”), which became effective the same day.”
PMV Consumer Acquisition Corp.: The Company filed Amended and Restated Bylaws with the State of Delaware (effective 2023-11-02).
“and Amended and Restated Bylaws (hereinafter referred to as the “Bylaws”) with the State of Delaware, copies of which are annexed hereto.”
PMV Consumer Acquisition Corp.: The Company filed a Second Amended and Restated Certificate of Incorporation with the State of Delaware (effective 2023-11-02).
“On November 2, 2023, the Company filed a Second Amended and Restated Certificate of Incorporation (hereinafter referred to as the “Charter”)”
Amneal Pharmaceuticals, Inc.: Adopted Amended and Restated Certificate of Incorporation of New Amneal, substantially same as Old Amneal's charter except for technical changes under DGCL 251(g) (effective 2023-11-07).
“Upon consummation of the Holding Company Reorganization, the Amended and Restated Certificate of Incorporation of New Amneal (the “ New Amneal A&R Certificate of Incorporation ”) and the Amended and Restated Bylaws of New Amneal (the “ New Amneal A&R Bylaws ”) were the same as the certificate of incorporation and bylaws of Old Amneal immediately prior to consummation of the Holding Company Reorganization, respectively, other than certain technical changes permitted by Section 251(g) of the DGCL. The New Amneal A&R Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on November 7, 2023.”
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.