Governance Changes

TAO Synergies Inc.: Amended terms of Series B Convertible Preferred Stock to allow mutual agreement on payment method and calculation adjustments during Equity Conditions Failure (effective 2023-09-22).

“On September 22, 2023, the Company filed a Certificate of Amendment to the Certificate of Designations (the “Amendment”) with the Delaware Secretary of State. The Amendment amended the terms of the Preferred Shares by providing that the Company and the holders of the Preferred Shares (the “Investors”) shall be permitted to mutually agree, in connection with any waiver of an Equity Conditions Failure (as defined in the Certificate of Designations), as to (i) whether the monthly amortization payments made to the Investors will be made in cash or shares of common stock, (ii) the methodology for calculating any applicable true-up shares required to be paid in connection with an amortization payment (including whether such true-up shares will be paid in cash or shares of common stock) and for calculating the conversion price in connection with any accelerated conversions, and (iii) whether any premium will apply in connection with any payment of true-up shares in cash instead of shares of c”

Gaucho Group Holdings, Inc.: Amended and restated certificate of incorporation to effect a 1-for-10 reverse stock split of common stock (effective 2023-09-25).

“The Company effected the Reverse Stock Split pursuant to the Company’s filing of an amended and restated certificate of incorporation”

Neurogene Inc.: Implemented a one-for-five reverse stock split and decreased authorized common shares from 100,000,000 to 20,000,000 (effective 2023-09-25).

“the Company filed a Certificate of Amendment (the “Amendment”) to its Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware to implement a one-for-five reverse stock split (the “Reverse Stock Split”) of the Company’s common stock, par value $0.000001 per share (the “Common Stock”) to be effective as of 12:01 am Eastern time on September 25, 2023 (the “Effective Time”).”

HOULIHAN LOKEY, INC.: Amended and restated certificate of incorporation to provide exculpation for officers, eliminate inoperative provisions, and update related provisions (effective 2023-09-21).

“On September 20, 2023, Houlihan Lokey, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”), as further described in Item 5.07 below, at which the Company’s stockholders approved an amendment and restatement of the Company’s Amended and Restated Certificate of Incorporation to provide exculpation from liability for certain officers to the extent permitted by the Delaware General Corporate Law, eliminate inoperative or historical provisions, and update certain other related miscellaneous provisions (the “Amended Charter”). The Amendment was filed with the State of Delaware on September 21, 2023, and became effective on September 21, 2023.”

VACCINEX, INC.: Filing of Certificate of Amendment to effect a 1-for-15 reverse stock split (effective 2023-09-25).

“On September 22, 2023, Vaccinex, Inc. (the “Company”) filed a Certificate of Amendment (the “Amendment”) to the Company’s Amended and Restated Certificate of Incorporation, with the Delaware Secretary of State to implement a reverse stock split of the Company’s issued shares of common stock at a ratio of 1-for-15, effective at 5:00 p.m. Eastern Time on September 25, 2023 (the “Reverse Stock Split”), previously approved by the Company’s Board of Directors.”

CODEXIS, INC.: On September 21, 2023, the Board approved and adopted amended and restated bylaws related to stockholder nominations, meeting conduct, exclusive forum provisions, and emergency bylaws (effective 2023-09-21).

“On September 21, 2023, the Board of Directors (the “Board”) of Codexis, Inc., a Delaware corporation (the “Company”), approved and adopted the amended and restated bylaws of the Company (the “Amended and Restated Bylaws”), which became effective the same day.”

ALEXANDRIA REAL ESTATE EQUITIES, INC.: Amended bylaws to comply with universal proxy rules, update proxy and advance notice provisions, and make conforming changes (effective 2023-09-21).

“On September 21, 2023, the Board of Directors (the “Board”) of Alexandria Real Estate Equities, Inc. (the “Company”) approved and adopted certain amendments (the “Amendments”) to the Company’s Amended and Restated Bylaws dated July 27, 2018 (the “Bylaws” and, as amended, the “Amended Bylaws”), which became effective immediately.”

Mativ Holdings, Inc.: Amended and restated By-Laws to comply with universal proxy rules, including stockholder nomination representations, proxy card color requirements, additional information requirements, and meeting adjournment authority (effective 2023-09-21).

“On September 21, 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 By-Laws (the “By-Laws”) of Mativ Holdings, Inc. (the “Company”), the Board of Directors (the “Board”) of the Company amended and restated the Company’s By-Laws, effective as of the same date.”

HANOVER INSURANCE GROUP, INC.: Amended by-laws to revise stockholder list provision and add an exclusive forum provision for certain legal actions (effective 2023-09-19).

“On September 19, 2023, as part of its periodic review of corporate governance matters, the board of directors (the “Board”) of the Hanover Insurance Group, Inc. (the “Company”) approved and adopted amendments to the Company’s by-laws (as so amended and restated, the “By-laws”), which became effective immediately (the “By-law Amendments”).”

CITIGROUP INC: Filed Certificate of Designations establishing terms of new Series AA preferred stock, amending Restated Certificate of Incorporation (effective 2023-09-20).

“On September 20, 2023, Citigroup Inc. filed a Certificate of Designations with the Secretary of State of the State of Delaware, establishing the designations, preferences, powers and rights of the shares of a new series of Citigroup preferred stock, 7.625% Fixed Rate Reset Noncumulative Preferred Stock, Series AA. The Certificate of Designations amended Citigroup’s Restated Certificate of Incorporation, as amended, and was effective immediately on filing.”

NORDSTROM INC: The Company's Board of Directors approved an amendment to the Bylaws to adjust the size of the Board to a range of ten to twelve directors, with the specific number determined by resolution of the Board (effective 2023-09-20).

“On September 20, 2023 , the Board approved an amendment to the Company's Bylaws (the "Amendment"). The sole amendment consisted of adjusting the size of the Board to a range of ten to twelve directors, with the specific number to be determined by resolution of the Board.”

CVB FINANCIAL CORP: Company adopted second amended and restated bylaws with changes regarding universal proxy rules, electronic meetings, and director nomination procedures (effective 2023-09-20).

“approved and adopted the Company’s second amended and restated bylaws”

AP Acquisition Corp: Company held an extraordinary general meeting of shareholders to vote on a proposal, but the excerpt does not describe any actual amendment or other governance change (effective 2023-09-15).

“On September 15, 2023, the Company held an extraordinary general meeting of shareholders (the “Extraordinary General Meeting”) to vote on the proposal described under”

Ace Global Business Acquisition Ltd: Amended and restated memorandum and articles of association to allow extension of business combination period up to six months to April 8, 2024 (effective 2023-09-19).

“the Company filed an amended and restated memorandum and articles of association on September 19, 2023 (the “Charter Amendment”), giving the Company the right to extend the date by which it has to complete a business combination up to a total of six (6) times for an additional one (1) month each time from October 8, 2023 to April 8, 2024”

Joby Aviation, Inc.: Amended and restated bylaws effective immediately, revising provisions regarding stockholder meeting adjournment notice, universal proxy rules, proxy card color, stockholder list removal, lock-up provisions, and non-citizen voting rights suspension (effective 2023-09-15).

“On September 15, 2023, the Board of Directors (the “ Board ”) of Joby Aviation, Inc. (the “ Company ”) approved and adopted amended and restated bylaws of the Company (the “ Amended and Restated Bylaws ”), effective immediately.”

Processa Pharmaceuticals, Inc.: Amended and Restated Bylaws adopted, changing vote standard for routine matters to majority of votes cast, permitting stockholder action by written consent, modifying director removal to for-cause only with 66% vote, changing director count and vacancy procedures, removing indemnification exceptions (effective 2023-09-18).

“On September 18, 2023, the Board of Directors (the “Board”) of the Company adopted the Amended and Restated Bylaws (as amended, the “Bylaws”).”

SPLUNK INC: Added new Section 9.5 to Article IX of the bylaws designating the Court of Chancery of the State of Delaware as the exclusive forum for certain legal actions and the federal district courts as the exclusive forum for Securities Act claims (effective 2023-09-20).

“On September 20, 2023 , the Board adopted an amendment to the Fourth Amended and Restated Bylaws of the Company (the “ Bylaws ”), which became effective immediately (the “ Bylaws Amendment ”). The Bylaws Amendment added a new Section 9.5 in Article IX to the Bylaws, which provides that, unless the Company consents in writing to the selection of an alternative forum, the sole and exclusive forum for certain legal actions involving the Company will be the Court of Chancery of the State of Delaware.”

BECTON DICKINSON & CO: Amended Article II, Section 2.D. of By-laws to update advance notice requirements for shareholder nominations and other business at annual meetings, including enhanced disclosure, ownership maintenance, and proxy card color restrictions, with conforming and clarifying revisions (effective 2023-09-19).

“On September 19, 2023, the Board of Directors of Becton, Dickinson and Company (the “Company”) amended Article II, Section 2.D. of the By-laws (the “By-laws”) of the Company to update certain procedural and disclosure requirements relating to the advance notice of nominations and other business at an annual meeting of shareholders.”

Precipio, Inc.: Filed Certificate of Amendment to effect a 1-for-20 reverse stock split of common stock (effective 2023-09-21).

“On September 21, 2023, Precipio, Inc. (the “Company”) filed a Certificate of Amendment to its Third Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of Delaware, pursuant to which the Company effected a 1-for-20 reverse stock split (the “Reverse Stock Split”) of its issued and outstanding common stock, par value $0.01 per share (the “Common Stock”).”

DOLLAR TREE, INC.: The Board amended the By-Laws on September 19, 2023, effective immediately, to revise Article V for officer designation flexibility, CEO appointment/removal authority, removal of CEO board membership requirement, deletion of minor officer descriptions, and clarification of delegation authority, and (effective 2023-09-19).

“On September 19, 2023, the Board of Directors of Dollar Tree, Inc. (the “Company”) amended the Company’s By-Laws, effective immediately. The amendments to the By-Laws, among other things, revised certain provisions of Article V to (i) allow the Board of Directors and, in some cases, the Chief Executive Officer, additional flexibility to designate the officer positions of the Company from time to time, (ii) authorize the Chief Executive Officer to appoint and remove certain officers, (iii) remove the requirement that the Chief Executive Officer be appointed from among the Board members, (iv) delete the descriptions of certain minor officer positions, and (v) clarify an officer’s ability to delegate some or all of the duties and powers. The Company also revised Article VI of the By-Laws to make certain conforming changes and to update the officers authorized to act on behalf of the Company to align with the Company’s current organizational structure.”

Air Products & Chemicals, Inc.: The Bylaws were amended to allow stockholders owning at least 10% of outstanding common stock for at least one year to call a special meeting, and to establish procedures and a 120-day timeline for such meetings (effective 2023-09-17).

“On September 17, 2023, the Board of Directors (the “Board”) of Air Products and Chemicals, Inc. (the “Company”) approved the amendment and restatement of the Company’s Bylaws (as amended and restated, the “Bylaws”), which took effect immediately.”

SeaStar Medical Holding Corp: Increased authorized common stock from 100,000,000 shares to 500,000,000 shares (effective 2023-09-19).

“On September 19, 2023, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment to the Charter (the “Charter Amendment”) to effect the Authorized Shares Increase.”

Great Elm Group, Inc.: Adopted amended SOX Code of Business Conduct and Ethics (effective 2023-09-20).

“On September 20, 2023, the Company adopted an amended SOX Code of Business Conduct and Ethics (the "Code") that was approved by the board of directors of the Company on September 20, 2023, and which applies to all directors, officers and employees of the Company and its subsidiaries and controlled affiliates.”

SmartKem, Inc.: Filed amendment to effect 1-for-35 reverse stock split (effective 2023-09-21).

“On September 19, 2023, the Board approved a reverse stock split of the Company’s issued and outstanding Common Stock at a ratio of 1-for-35 (the “Reverse Stock Split”). Following the Board approval, the Company filed the Reverse Stock Split Amendment with the Secretary of State of the State of Delaware to effect the Reverse Stock Split.”

SI-BONE, Inc.: Adopted Second Amended and Restated Bylaws to implement Universal Proxy Rules and make technical changes (effective 2023-09-19).

“On September 19, 2023, in connection with the adoption of Rule 14a-19 by the U.S. Securities and Exchange Commission (the "Universal Proxy Rules"), the Board of Directors (the “Board”) of SI-BONE, Inc. (the “Company”) adopted and approved the Company’s Second Amended and Restated Bylaws (as so amended, the “Amended Bylaws”), which became effective upon approval.”

PARKE BANCORP, INC.: Added revised Section 16 to Article II of Bylaws to permit remote shareholder meetings without a physical location or declared emergency (effective 2023-09-19).

“On September 19, 2023, the Board of Directors of the Corporation adopted an amendment to Article II of Corporation's Bylaws. Article II was amended to add a revised Section 16 which provides, among other things, shareholders meetings may be held remotely, without the necessity of a physical location for the meeting or a state of emergency having been declared.”

ACCURAY INC: Amended and Restated Bylaws adopted, aligning with DGCL updates, enhancing stockholder proposal disclosure, adopting universal proxy rules, and adding a federal forum selection provision (effective 2023-09-14).

“On September 14, 2023, the Board of Directors (the “ Board ”) of Accuray Incorporated (the “ Company ”) approved the Company’s Amended and Restated Bylaws (the “ Amended Bylaws ”), effective as of such date.”

Data443 Risk Mitigation, Inc.: Reverse stock split of common stock at 1-for-600 ratio effected by Certificate of Change filed with Nevada Secretary of State (effective 2023-09-14).

“On September 15, 2023, Data443 Risk Mitigation, Inc. (the “ Company ”) was advised by the Nevada Secretary of State that it had accepted the Company’s filing of a Certificate of Change Pursuant to NRS 78.209, with a filing and effective date of September 14, 2023 (the “ Certificate ”).”

Elme Communities: Amended bylaws to update shareholder meeting participation, proxy card color, universal proxy rules, notice requirements, remove trustee age 72 restriction, and add exclusive forum provisions (effective 2023-09-19).

“On September 19, 2023, the Board of Trustees ( the “Board”) of Elme Communities (the “Trust”) amended the Trust’s amended and restated bylaws, as amended (the “Bylaws”), effective immediately”

COFFEE HOLDING CO INC: Decreased quorum requirement for stockholder meetings from a majority to one-third of voting power (effective 2023-09-20).

“On September 20, 2023, the Board of Directors (the “Board”) Coffee Holding Co., Inc., a Nevada corporation (the “Company”) adopted an amendment (the “Amendment”) to the Company’s Amended and Restated Bylaws, amending Section 7 of Article II thereof to decrease the quorum requirement for stockholder meetings from a majority to one-third of the voting power of the shares of the capital stock of the Company entitled to vote at a meeting, present in person or represented by proxy.”

Fresh Tracks Therapeutics, Inc.: Board adopted Amended and Restated Bylaws to decrease the minimum number of directors from three members to one member (effective 2023-09-18).

“On September 18, 2023, the Board adopted Amended and Restated Bylaws to decrease the minimum number of directors from three members to one member.”

CONAGRA BRANDS INC.: Board approved amendments to Bylaws to provide that Company shares will be issued solely in uncertificated form effective September 14, 2023 (effective 2023-09-14).

“On September 14, 2023, the Board approved amendments to the Amended and Restated Bylaws of Conagra Brands, Inc. (the "Bylaws"), effective on such date. The amendments to the Bylaws provide that, beginning on September 14, 2023, Company shares will be issued solely in uncertificated form; provided that Company shares represented by a certificate issued prior to September 14, 2023 will remain in certificated form until such certificate is surrendered to the Company.”

RenX Enterprises Corp.: Amended and restated Bylaws effective September 13, 2023 (effective 2023-09-13).

“The Company also amended and restated its Bylaws (the “Amended and Restated Bylaws”), effective as of September 13, 2023.”

RenX Enterprises Corp.: Filed an amended and restated Certificate of Incorporation effective September 15, 2023 (effective 2023-09-15).

“Safe and Green Development Corporation (the “Company”) filed an amended and restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”) with the Secretary of State of the State of Delaware which became effective as of 1:42 pm on September 15, 2023.”

HF Sinclair Corp: Clarified voting standard for adjournment of meetings in Article II, Section 6 (effective 2023-09-18).

“On September 18, 2023, the Board of Directors of HF Sinclair Corporation (the “ Corporation ”) approved the Corporation’s Third Amended and Restated By-Laws (the “ Amended and Restated By-Laws ”), effective as of such date, to clarify the voting standard for adjournment of meetings found in Article II, Section 6.”

Neumora Therapeutics, Inc.: Amended and restated bylaws effective upon closing of IPO, including provisions for advance notice, written consent prohibition, director removal, classified board, and forum selection (effective 2023-09-19).

“On September 19, 2023, Neumora 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 September 19, 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.”

Neumora Therapeutics, Inc.: Amended and restated certificate of incorporation effective upon closing of IPO, including changes to authorized shares, preferred stock, director election, stockholder action, and forum selection provisions (effective 2023-09-19).

“On September 19, 2023, Neumora 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 September 19, 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.”

Calidi Biotherapeutics, Inc.: Adopted a new Code of Business Conduct and Ethics.

“the Board adopted a new Code of Business Conduct and Ethics applicable to all of the Company’s directors and employees”

Calidi Biotherapeutics, Inc.: Adopted amended and restated bylaws.

“adopted the amended and restated bylaws (the “Amended and Restated Bylaws”), which became effective at Closing”

Calidi Biotherapeutics, Inc.: Amended and restated certificate of incorporation via Second Amended and Restated Certificate of Incorporation.

“the Company amended and restated its certificate of incorporation pursuant to the filing of the Second Amended and Restated Certificate of Incorporation (“Second Amended and Restated Certificate of Incorporation”) with the Secretary of State of the State of Delaware (“Delaware Secretary of State”) which became effective upon acceptance of filing by the Delaware Secretary of State”

XBP Global Holdings, Inc.: Extended deadline to consummate initial business combination from September 16, 2023 to March 16, 2024 (effective 2023-09-14).

“On September 14, 2023, CF Acquisition Corp. VIII (the “ Company ”) filed a fourth amendment to the Company’s Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware (the “ Extension Amendment ”). The Extension Amendment extends the date by which the Company must consummate an initial business combination (the “ Business Combination ”) from September 16, 2023 to March 16, 2024 (or such earlier date as determined by the board of directors of the Company).”

Montauk Renewables, Inc.: Amended and Restated Bylaws to update procedures regarding Universal Proxy Rule, advance notice provisions, proxy card colors, vote standard for frequency of advisory votes on executive compensation, virtual meetings, and other administrative changes (effective 2023-09-13).

“On September 13, 2023, the Board of Directors (the “Board”) of Montauk Renewables, Inc. (the “Company”) approved the Amended and Restated Bylaws, effective as of such date (the “Amended and Restated Bylaws”).”

RayzeBio, Inc.: Amended and restated bylaws adopted in connection with closing of IPO (effective 2023-09-19).

“the Company adopted amended and restated bylaws (the “Restated Bylaws”) in connection with the closing of the IPO.”

RayzeBio, Inc.: Amended and restated certificate of incorporation filed in connection with closing of IPO (effective 2023-09-19).

“the Company filed an amended and restated certificate of incorporation (the “Restated Certificate”) with the Secretary of State of the State of Delaware.”

Sonder Holdings Inc.: Filed certificate of amendment to effect a 1-for-20 reverse stock split of common stock and special voting common stock, reducing authorized shares accordingly (effective 2023-09-20).

“On September 19, 2023, Sonder Holdings Inc. (the “ Company ”) filed a certificate of amendment to the Company’s Amended and Restated Certificate of Incorporation (the “ Certificate of Amendment ”) with the Secretary of State of the State of Delaware to effect a 1-for-20 reverse stock split (the “ Reverse Stock Split ”) of the outstanding shares of the Company’s common stock (including special voting common stock), par value $0.0001 per share, effective as of 4:01 p.m., Eastern Time, on September 20, 2023 (the “ Effective Time ”).”

XTI Aerospace, Inc.: Two bylaw amendments approved: Amendment No. 3 grants Board full power to amend bylaws; Amendment No. 4 revises director removal and vacancy filling provisions and reduces stockholder meeting quorum from majority to one-third of outstanding shares (effective 2023-09-18).

“On September 18, 2023, the board of directors (the “Board”) of Inpixon (the “Company”) approved two amendments to the Company’s amended and restated by-laws, as amended (the “By-Laws”), effective as of the date of the Board’s approval (“By-Laws Amendment No. 3” and “By-Laws Amendment No. 4,” respectively)”

AKAMAI TECHNOLOGIES INC: Amendment to by-laws to add proxy access provisions for director nominations (effective 2023-09-13).

“On September 13, 2023, the board of directors (the “Board”) of Akamai Technologies, Inc. (the “Company”) approved an amendment to the Company’s amended and restated by-laws (the “Amendment”), effective immediately.”

EPLUS INC: Amendment to Amended and Restated Certificate of Incorporation to limit personal liability of certain officers of ePlus as permitted by recent amendments to the General Corporation Law of the State of Delaware (effective 2023-09-18).

“On September 14, 2023, e Plus inc. (“ e Plus”) held its 2023 Annual Meeting of Shareholders (the “Annual Meeting”), as further described in Item 5.07 below, at which e Plus’ stockholders approved an amendment to e Plus’ Amended and Restated Certificate of Incorporation to limit the personal liability of certain officers of ePlus as permitted by recent amendments to the General Corporation Law of the State of Delaware (the “Amendment”).”

BANNER CORP: Approved amendments to the Code of Ethics and Business Conduct, effective September 18, 2023 (effective 2023-09-18).

“On July 25, 2023, the Board of Directors of Banner Corporation (the “Company”) approved certain amendments to the Company’s Code of Ethics and Business Conduct”

GOLDMAN SACHS GROUP INC: Certificate of Elimination filed to eliminate Series J Preferred Stock from the Restated Certificate of Incorporation, and a Restated Certificate of Incorporation reflecting elimination of Series J and addition of Series W was filed (effective 2023-09-15).

“On September 15, 2023, the Company filed a Certificate of Elimination to its Restated Certificate of Incorporation with the Secretary of State of the State of Delaware eliminating from the Restated Certificate of Incorporation all matters set forth in the Certificate of Designations with respect to its 5.50% Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series J (the “Series J Preferred Stock”).”