secwatch / observer

Governance Changes

Charter, bylaw, and control-related changes under 8-K Items 5.03/5.05/5.06.

8-K items 5.03, 5.05, 5.06 JSON
HPE Hewlett Packard Enterprise Co

Hewlett Packard Enterprise Co: Board adopted Second Amended and Restated Bylaws to update procedural mechanics for stockholder proposals and director nominations, proxy access, indemnification, exclusive forum, and other administrative changes (effective 2023-09-27).

“On September 27, 2023, the Board of Directors (the “Board”) of Hewlett Packard Enterprise Company, a Delaware corporation (“HPE”, “Hewlett Packard Enterprise”, or the “Company”), approved and adopted the Second Amended and Restated Bylaws of the Company (the “Second Amended and Restated Bylaws”), which became effective as of such date.”
TWOH Two Hands Corp

Two Hands Corp: Amendment to Certificate of Incorporation to effect a 1-for-1,000 reverse stock split (effective 2023-09-29).

“On August 22, 2023, pursuant to stockholder consent, our Board of Directors authorized an amendment (the "Amendment") to our Certificate of Incorporation, as amended, to affect a reverse stock split of the issued and outstanding shares of our common stock, par value $0.0001, on a 1 for 1,000 basis (the "Reverse Stock Split") with an effective date of September 8, 2023.”
SYBX SYNLOGIC, INC.

SYNLOGIC, INC.: Reverse stock split of common stock at a ratio of 1-for-15 via Certificate of Amendment to Amended and Restated Certificate of Incorporation (effective 2023-09-27).

“On September 27, 2023, the Company filed with the Secretary of State of the State of Delaware the Certificate of Amendment to effect a one-time reverse stock split of the Company’s common stock, at a ratio of 1-for-15 (the “Reverse Stock Split”). The Reverse Stock Split was effective at 5:00 p.m. Eastern Time, after the close of trading on The Nasdaq Capital Market, on September 27, 2023”
KALV KalVista Pharmaceuticals, Inc.

KalVista Pharmaceuticals, Inc.: Certificate of amendment to certificate of incorporation to permit exculpation of certain officers from liability in specific circumstances (effective 2023-09-26).

“the Company’s stockholders approved a certificate of amendment (the “Certificate of Amendment”) to the Company’s certificate of incorporation to permit the exculpation of certain of the Company’s officers from liability in specific circumstances.”
CRIS CURIS INC

CURIS INC: Certificate of Amendment to effect a 1-for-20 reverse stock split of issued Common Stock, filed on September 28, 2023, effective at 5:00 p.m. Eastern Time on that date (effective 2023-09-28).

“On September 28, 2023 (the “Effective Date”), the Company filed the Reverse Stock Split Certificate of Amendment with the Secretary of State of the State of Delaware, which will effect, as of 5:00 p.m. Eastern Time on the Effective Date, the Reverse Stock Split.”
CRIS CURIS INC

CURIS INC: Certificate of Amendment to increase authorized shares of capital stock from 232,812,500 to 460,625,000 and common stock from 227,812,500 to 455,625,000, effective upon filing on September 26, 2023 (effective 2023-09-26).

“On September 26, 2023, Curis, Inc. (the “Company”) held a Special Meeting of Stockholders (the “Special Meeting”), as a virtual web conference at www.virtualshareholdermeeting.com/CRIS2023SM, at which a quorum was present by proxy. At the Special Meeting, the Company’s stockholders adopted and approved an amendment to the Company’s Restated Certificate of Incorporation, as amended, to increase the number of authorized shares of the Company’s capital stock from 232,812,500 to 460,625,000 and the number of authorized shares of the Company’s common stock, $0.01 par value per share (the “Common Stock”), from 227,812,500 to 455,625,000 (the “Increase in Authorized Shares Certificate of Amendment”).”
CRIS CURIS INC

CURIS INC: Effected a 1-for-20 reverse stock split and proportionately reduced authorized common shares to 22,781,250 (effective 2023-09-28).

“On September 28, 2023 (the “Effective Date”), the Company filed the Reverse Stock Split Certificate of Amendment with the Secretary of State of the State of Delaware, which will effect, as of 5:00 p.m. Eastern Time on the Effective Date, the Reverse Stock Split.”
CRIS CURIS INC

CURIS INC: Increased authorized shares of capital stock from 232,812,500 to 460,625,000 and common stock from 227,812,500 to 455,625,000 (effective 2023-09-26).

“The Company filed the Increase in Authorized Shares Certificate of Amendment, which was effective upon filing, with the Secretary of State of the State of Delaware on September 26, 2023.”
MLI MUELLER INDUSTRIES INC

MUELLER INDUSTRIES INC: Increased total authorized common shares from 100,000,000 to 250,000,000 (effective 2023-09-26).

“On September 26, 2023 the shareholders of Mueller Industries, Inc. (the “Company”) approved an amendment to the Company’s Restated Certificate of Incorporation to increase the total number of its authorized shares of Common Stock from 100,000,000 shares to 250,000,000 shares.”
PODC PodcastOne, Inc.

PodcastOne, Inc.: PodcastOne, Inc. (formerly Courtside Group, Inc.) amended its Amended and Restated Certificate of Incorporation to change its corporate name to PodcastOne, Inc (effective 2023-09-21).

“On September 21, 2023, Courtside Group, Inc. (the “Company”) changed its corporate name to PodcastOne, Inc. pursuant to the Certificate of Amendment (the “Certificate of Amendment”) to its Amended and Restated Certificate of Incorporation filed with the Secretary of State of the State of Delaware on September 21, 2023 (the “Name Change”).”
HSPOF Horizon Space Acquisition I Corp.

Horizon Space Acquisition I Corp.: Amended Articles 48.7 and 48.8 of the Charter to extend the termination date for a business combination from September 27, 2023 to up to March 27, 2024 via monthly extensions (effective 2023-09-27).

“At the Shareholder Meeting, the shareholders of the Company approved the proposal to amend Articles 48.7 and 48.8 of the Company’s Amended and Restated Memorandum and Articles of Association (the “ Charter ”) (such amendment, the “ Amended Charter ”) to provide that the Company must (i) consummate a business combination, or (ii) cease its operations except for the purpose of winding up if it fails to complete such Business Combination and redeem or repurchase 100% of the Company’s public shares included as part of the public units issued in the Company’s initial public offering, by September 27, 2023 (the “ Termination Date ”), and if the Company does not consummate a business combination by September 27, 2023, the Termination Date may be extended up to six times, each by a Monthly Extension, for a total of up to six months to March 27, 2024, without the need for any further approval of the Company’s shareholders.”
LDDD Longduoduo Co Ltd

Longduoduo Co Ltd: Effective September 26, 2023, the company implemented a 1-for-10 reverse stock split of its common stock, as filed in a Certificate of Change with the Nevada Secretary of State on September 21, 2023 (effective 2023-09-26).

“On September 21, 2023 the Registrant filed with the Nevada Secretary of State a Certificate of Change Pursuant to NRS 78.209. The Certificate of Change provided that a 1-for-10 reverse split of the Registrant’s outstanding common stock will be effective at the close of business on September 26, 2023.”
Rubicon Technologies, Inc.

Rubicon Technologies, Inc.: Certificate of Amendment to effects a 1-for-8 reverse stock split (effective 2023-09-26).

“On September 26, 2023, Rubicon Technologies, Inc. (the “Company”) filed with the Secretary of State of the State of Delaware a Certificate of Amendment to its Certificate of Incorporation (the “Certificate of Amendment”) to effect a 1-for-8 reverse stock split”
ALLR Allarity Therapeutics, Inc.

Allarity Therapeutics, Inc.: Fourth Certificate of Amendment to Amended and Restated Certificate of Designations of Series A Convertible Preferred Stock filed to reduce the conversion price from $4.50 to $1.00 (effective 2023-09-22).

“On September 22, 2023 the Company filed the Fourth Certificate of Amendment to Amended and Restated Certificate of Designations of Series A Convertible Preferred Stock”
AISP Airship AI Holdings, Inc.

Airship AI Holdings, Inc.: Approved amendments to the Amended and Restated Memorandum and Articles of Association to extend the deadline for completing a business combination from September 25, 2023 to December 26, 2023, with a possible further extension to March 26, 2024, and to eliminate the net tangible asset redemption li (effective 2023-09-22).

“On September 22, 2023, the Company adopted the amendments to the Articles, effective the same day.”
Arch Therapeutics, Inc.

Arch Therapeutics, Inc.: Increased authorized common shares from 12,000,000 to 350,000,000 and authorized 5,000,000 blank-check preferred shares (effective 2023-09-21).

“On September 21, 2023, the Company amended its Articles of Incorporation by filing a Certificate of Amendment (the “Certificate of Amendment”) with the Secretary of State of Nevada to increase the total number of authorized shares of common stock, par value $0.001 per share, from 12,000,000 to 350,000,000, and to authorize 5,000,000 shares of “blank check” preferred stock, par value $0.001 per share.”
XWEL XWELL, Inc.

XWELL, Inc.: Filed Certificate of Amendment to Amended and Restated Certificate of Incorporation to effect a 1-for-20 reverse stock split (effective 2023-09-27).

“On Tuesday, September 26, 2023, XWELL, Inc. (the “Company”) filed a Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company (the “Amendment”), to implement a one-for-twenty reverse split of its common stock, par value $0.01 (the “Reverse Split”).”
Novo Integrated Sciences, Inc.

Novo Integrated Sciences, Inc.: Reduced quorum requirement at stockholder meetings from a majority to one-third of outstanding voting stock (effective 2023-09-27).

“On September 27, 2023, the Board of Directors of Novo Integrated Sciences, Inc. (the “Company”) adopted an amendment (the “Amendment”) to the Company’s bylaws that had the effect of reducing the quorum at all meetings of the Company’s stockholders for the transaction of business, except as otherwise provided by statute or by the Company’s articles of incorporation, as amended, to one-third (331⁄3%) of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy (the “Reduced Quorum Requirement”).”
VSTS Vestis Corp

Vestis Corp: Certificate of amendment to Restated Certificate of Incorporation (Split Amendment) increased authorized shares and effected a stock split (effective 2023-09-20).

“Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. In connection with the Distribution, the Company filed a certificate of amendment to its Restated Certificate of Incorporation (the “Split Amendment”) with the Secretary of State of the State of Delaware on September 20, 2023. The Split Amendment increased the number of authorized shares of Common Stock and preferred stock, par value $0.01, of the Company, and effected a stock split of the outstanding shares of Common Stock.”
RDZN Roadzen Inc.

Roadzen Inc.: Vahanna ceased to be a shell company as a result of the business combination (effective 2023-09-20).

“As a result of the Business Combination, Vahanna ceased to be a shell company.”
RDZN Roadzen Inc.

Roadzen Inc.: Adoption of a new code of business conduct applicable to all employees, officers and directors, effective on the Closing Date (effective 2023-09-20).

“On the Closing Date, in connection with the Closing, the Board adopted a new code of business conduct applicable to all of RDZN’s employees, officers and directors.”
RDZN Roadzen Inc.

Roadzen Inc.: Change of fiscal year end from December 31 to March 31, effective as of the Closing Date (effective 2023-09-20).

“On September 20, 2023, the Board adopted a resolution to change RDZN’s fiscal year end from December 31 to March 31, effective as of the Closing Date.”
RDZN Roadzen Inc.

Roadzen Inc.: Adoption of amended and restated memorandum and articles of association effective upon closing of business combination (effective 2023-09-20).

“RDZN’s Amended and Restated Memorandum and Articles of Association became effective upon filing with the Registrar of Corporate Affairs in the British Virgin Islands on the Closing Date.”
American Oncology Network, Inc.

American Oncology Network, Inc.: Upon the Closing, the Company ceased to be a shell company (effective 2023-09-20).

“Upon the Closing, the Company ceased to be a shell company.”
American Oncology Network, Inc.

American Oncology Network, Inc.: Adopted a new Code of Business Conduct and Ethics applicable to all employees, officers and directors effective upon the Closing Date (effective 2023-09-20).

“Effective upon the Closing Date, in connection with the consummation of the Business Combination, the Board adopted a new Code of Business Conduct and Ethics, which is applicable to all employees, officers and directors of the Company (including its Chief Executive Officer and other executive and senior financial officers), which is available on the Company’s website at https://www.aoncology.com/.”
American Oncology Network, Inc.

American Oncology Network, Inc.: Filed a new Charter with the Delaware Secretary of State, replacing DTOC's prior certificate of incorporation (effective 2023-09-20).

“on September 20, 2023, the Company filed the Charter with the Delaware Secretary of State, and also adopted amended and restated bylaws (the “ Amended and Restated Bylaws ”) on September 20, 2023, which replace DTOC’s Amended and Restated Certificate of Incorporation and Bylaws in effect as of such time, respectively.”
American Oncology Network, Inc.

American Oncology Network, Inc.: Adopted amended and restated bylaws in connection with the Business Combination, replacing DTOC's prior bylaws (effective 2023-09-20).

“on September 20, 2023, the Company filed the Charter with the Delaware Secretary of State, and also adopted amended and restated bylaws (the “ Amended and Restated Bylaws ”) on September 20, 2023, which replace DTOC’s Amended and Restated Certificate of Incorporation and Bylaws in effect as of such time, respectively.”
Breeze Holdings Acquisition Corp.

Breeze Holdings Acquisition Corp.: Amended certificate of incorporation to extend business combination deadline from September 26, 2023 monthly up to June 26, 2024.

“Following the Meeting, the Company filed an amendment to its amended and restated certificate of incorporation with the State of Delaware, a copy of which is attached as Exhibit 3.1 to this Current Report.”
ShiftPixy, Inc.

ShiftPixy, Inc.: Filed articles of amendment to effect a 1-for-24 reverse stock split of common shares (effective 2023-09-30).

“On September 22, 2023, ShiftPixy, Inc. (“the Company”) filed articles of amendment to the Company’s articles of incorporation (the “Amendment”) to effect a one-for-twenty-four (1:24) reverse split of the Company’s issued and outstanding shares of Common Stock.”
REATA PHARMACEUTICALS INC

REATA PHARMACEUTICALS INC: Amended and restated certificate of incorporation and bylaws effective upon merger.

“Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. The information set forth in the section above titled “Introduction” of this Current Report on Form 8-K is incorporated herein by reference. Copies of the Amended and Restated Certificate of Incorporation, the Amended and Restated Bylaws, the Second Amended and Restated Certificate of Incorporation and the Second Amended and Restated Bylaws are filed as Exhibits 3.1, 3.2, 3.3 and 3.4, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.”
ICFI ICF International, Inc.

ICF International, Inc.: Amended bylaws to incorporate SEC Rule 14a-19 guidelines and DGCL updates regarding shareholder lists, meeting adjournments, emergency bylaws, and stockholder meeting procedures (effective 2023-09-14).

“On September 14, 2023, the Board of Directors of ICF International, Inc. (the “Company”) amended Sections 1.6 - 1.8 and Article VII of its bylaws to address and incorporate guidelines relating to SEC Rule 14a-19 and to incorporate the latest Delaware General Corporation Law (“DGCL”) updates around shareholder lists, meeting adjournments and emergency bylaws, as well as to provide updated procedures for meetings of stockholders.”
FLD Fold Holdings, Inc.

Fold Holdings, Inc.: Stockholders approved an amendment to the articles of incorporation.

“At the Meeting, the Company’s stockholders approved the Charter Amendment”
CNTN Canton Strategic Holdings, Inc.

Canton Strategic Holdings, Inc.: Company changed its name from Hillstream BioPharma, Inc. to Tharimmune, Inc. via a Certificate of Amendment to its Certificate of Incorporation (effective 2023-09-25).

“On September 21, 2023, Hillstream BioPharma, Inc. (the “Company”) filed a Certificate of Amendment (the “Amendment”) to its Certificate of Incorporation, as amended (the “Certificate of Amendment”), with the Secretary of State of the State of Delaware pursuant to which it changed its name to Tharimmune, Inc. effective as of September 25, 2023.”
HHG Capital Corp

HHG Capital Corp: Amended and restated memorandum and articles of association to extend the business combination deadline up to twelve times to September 23, 2024 and expand methods to avoid penny stock rules (effective 2023-09-21).

“the Company filed an amended and restated memorandum and articles of association on September 21, 2023 (the “Charter Amendment”), giving the Company the right to extend the date by which it has to complete a business combination up to twelve (12) times for an additional one (1) month each time, from September 23, 2023 to September 23, 2024, and expanding the methods that the Company may employ to not become subject to the “penny stock” rules of the Securities and Exchange Commission.”
Decibel Therapeutics, Inc.

Decibel Therapeutics, Inc.: Amended and restated certificate of incorporation and amended and restated bylaws in connection with merger.

“Pursuant to the terms of the Merger Agreement, at the effective time of the Merger, the Company’s certificate of incorporation and bylaws were each amended and restated in their entirety.”
Legacy IMBDS, Inc.

Legacy IMBDS, Inc.: Changed corporate name from iMedia Brands, Inc. to Legacy IMBDS, Inc (effective 2023-09-19).

“On September 19, 2023, Legacy IMBDS, Inc. (formerly iMedia Brands, Inc.) filed with the Office of the Minnesota Secretary of State an Amendment to Articles of Incorporation to change the corporate name from iMedia Brands, Inc. to Legacy IMBDS, Inc., effective September 19, 2023, the (“Name Change”).”
KEY KEYCORP /NEW/

KEYCORP /NEW/: Amended and restated Regulations to update procedural requirements for shareholder nominations and proxy rules under SEC universal proxy rules (effective 2023-09-21).

“On September 21, 2023, the Board of Directors (the “Board”) of KeyCorp (the “Company”) approved the amendment and restatement of the Company’s Regulations (as amended and restated, the “Fourth Amended and Restated Regulations”), which became effective immediately upon adoption.”
RIME Algorhythm Holdings, Inc.

Algorhythm Holdings, Inc.: The Company changed its fiscal year end from March 31st to December 31st (effective 2023-09-22).

“On September 22, 2023, the Board approved a change in fiscal year end of the Company from March 31st to December 31st.”
FOOT LOCKER, INC.

FOOT LOCKER, INC.: Amended and restated bylaws to incorporate universal proxy card rules and make technical changes (effective 2023-09-22).

“On September 22, 2023, the Board of Directors of Foot Locker, Inc. (the “Company”) approved a resolution to amend and restate the Company’s Bylaws (as so amended, the “Amended Bylaws”).”
CPF CENTRAL PACIFIC FINANCIAL CORP

CENTRAL PACIFIC FINANCIAL CORP: Amended and restated bylaws to comply with universal proxy rules and update various procedural provisions, effective immediately upon board approval on September 21, 2023 (effective 2023-09-21).

“On September 21, 2023, in connection with the effectiveness of new Securities and Exchange Commission rules regarding universal proxy cards and a periodic review of the bylaws of Central Pacific Financial Corp. (the “Company”), the Company’s board of directors (the “Board”) approved and adopted the Company’s amended and restated bylaws (the “Amended and Restated Bylaws”), which became immediately effective.”
RMCO Royalty Management Holding Corp

Royalty Management Holding Corp: Extended the date by which the Company must consummate a Business Combination from September 22, 2023 to October 31, 2023 (effective 2023-09-21).

“The Company filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation on September 21, 2023 reflecting the amendments approved at the Special Meeting.”
Newbury Street Acquisition Corp

Newbury Street Acquisition Corp: Amended certificate of incorporation to extend business combination deadline from September 25, 2023 to March 25, 2024 (effective 2023-09-22).

“On September 22, 2023, the Company filed an amendment to its Second Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware (the “Charter Amendment”) to extend the date by which the Company has to consummate a business combination to from September 25, 2023 to March 25, 2024.”
Longboard Pharmaceuticals, Inc.

Longboard Pharmaceuticals, Inc.: Amended and restated bylaws to address universal proxy rules and make other updates (effective 2023-09-21).

“On September 21, 2023, the Board of Directors (the "Board") of Longboard Pharmaceuticals, Inc. (the "Company") approved and adopted an amendment and restatement of the Company's bylaws (as amended and restated, the "Bylaws"), effective as of the date of such approval.”
Apartment Income REIT Corp.

Apartment Income REIT Corp.: Amended charter to lower director removal threshold to simple majority, eliminate cause requirement, reduce charter/bylaws amendment vote to simple majority, and remove obsolete language (effective 2023-09-21).

“On September 15, 2023, at the annual meeting of stockholders of Apartment Income REIT Corp. (the “Company”), the Company’s stockholders approved certain amendments to the Company’s Articles of Amendment and Restatement (the “Charter”) to (i) lower the threshold for stockholders to remove directors to a simple majority of shares outstanding and eliminate the requirement that such removal be for “cause,” (ii) reduce to a simple majority the shareholder vote required to amend the Company’s Charter and Amended and Restated Bylaws, and (iii) to eliminate language that is by its terms no longer applicable due to the passage of time (as amended and restated, the “Amended and Restated Charter”).”
Cannabist Co Holdings Inc.

Cannabist Co Holdings Inc.: Company changed name from Columbia Care Inc. to The Cannabist Company Holdings Inc. via Notice of Alteration; no other charter changes (effective 2023-09-19).

“Effective September 19, 2023, the Company changed its name from “Columbia Care Inc.” to “The Cannabist Company Holdings Inc.” (the “Name Change”). To effect the Name Change, the Company filed a Notice of Alteration with the British Columbia Registrar of Companies (the “Registrar”), pursuant to which the Registrar issued a new Notice of Articles and a Certificate of Change of Name to the Company. Other than the Name Change, no other changes were made to the Company’s Articles.”
Fisker Inc./DE

Fisker Inc./DE: Stockholders approved an amendment to the Certificate of Incorporation to increase authorized shares of Class A Common Stock from 750,000,000 to 1,250,000,000, filed and effective September 22, 2023 (effective 2023-09-22).

“The Company filed a Certificate of Amendment to its Second Amended and Restated Certificate of Incorporation (the “Charter Amendment”) with the Secretary of State of the State of Delaware on September 22, 2023 to reflect this amendment, which became effective immediately upon filing.”
Cottonwood Communities, Inc.

Cottonwood Communities, Inc.: Articles Supplementary designating Series A Convertible Preferred Stock filed, setting rights, preferences, and privileges (effective 2023-09-18).

“On September 18, 2023, the Company filed the Series A Convertible Preferred Stock Articles Supplementary with the SDAT designating the rights, preferences and privileges of the Series A Convertible Preferred Stock.”
Cue Health Inc.

Cue Health Inc.: Certificate of Designation of Series A Participating Preferred Stock approved, to be filed with Delaware Secretary of State (effective 2023-09-21).

“In connection with the adoption of the Rights Agreement, on September 21, 2023 the Board approved a Certificate of Designation of Rights, Preferences and Privileges of Series A Participating Preferred Stock (the “Certificate of Designation”) setting forth the rights, powers and preferences of the Preferred Stock.”
CART Maplebear Inc.

Maplebear Inc.: Amended and restated bylaws became effective in connection with IPO closing (effective 2023-09-21).

“On September 21, 2023, the Company’s amended and restated bylaws (the “ Restated Bylaws ”) became effective in connection with the closing of the IPO.”
CART Maplebear Inc.

Maplebear Inc.: Amended and restated certificate of incorporation filed in connection with IPO closing (effective 2023-09-21).

“On September 21, 2023, the Company filed an amended and restated certificate of incorporation (the “ Restated Certificate ”) with the Secretary of State of the State of Delaware in connection with the closing of the IPO.”

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.