Charter, bylaw, and control-related changes under 8-K Items 5.03/5.05/5.06.
ROGERS CORP: Amended and restated bylaws adopted, effective immediately, with changes to director nomination deadlines, procedural mechanics, special meeting rules, majority voting, board meeting notice, exclusive forum, and other updates (effective 2023-08-09).
“On August 9, 2023, the Board of Directors (the “Board”) of Rogers Corporation (the “Company”) adopted amended and restated bylaws of the Corporation (the “Amended and Restated Bylaws”), effective immediately.”
INSTEEL INDUSTRIES INC: Amended advance notice provisions for shareholder nominations and proposals to comply with universal proxy rules, added disclosure requirements, and made technical and conforming changes (effective 2023-08-15).
“On August 15, 2023, the Board of Directors (the “Board”) of Insteel Industries, Inc. (the “Company”) approved and adopted certain amendments (the “Amendments”) to the Company’s Bylaws (the “Bylaws” and, as amended, the “Amended Bylaws”), which became effective immediately.”
GLOBE LIFE INC.: Amended and Restated By-laws adopted to address universal proxy rules, adjournment procedures, and stockholder list procedures under DGCL (effective 2023-08-10).
“On August 10, 2023, the Board of Directors (the “Board”) of Globe Life Inc. (the “Company”) adopted and approved the Company’s Amended and Restated By-laws (the “Amended and Restated By-laws”), effective immediately.”
TENAX THERAPEUTICS, INC.: Amended and restated bylaws effective August 9, 2023, including changes to quorum for stockholder meetings, adjournment mechanics, and director removal provisions (effective 2023-08-09).
“On August 9, 2023, the Board of Directors of Tenax Therapeutics, Inc. (the “Company”) approved the Company’s Fourth Amended and Restated Bylaws, effective immediately upon approval by the Board (the “Amended and Restated Bylaws”). The amendments enacted by the Amended and Restated Bylaws, among other things: (i) amend Article II, Section 9 regarding quorum for stockholders meetings to allow for quorum to be obtained through the presence in person or by proxy of the holders of one-third of the shares entitled to vote, (ii) add a provision clarifying the mechanics to adjourn stockholder meetings, (iii) provide for the removal of directors with or without cause by majority vote of the stockholders, and (iv) include certain other ministerial, clarifying and conforming changes.”
Kensington Capital Acquisition Corp. V: Extended the deadline to consummate a business combination from August 17, 2023 to August 17, 2024 (effective 2023-08-15).
“the Company’s shareholders approved an amendment to the Company’s amended and restated memorandum and articles of association (the “Extension Amendment”) to extend the date by which the Company has to consummate a business combination from August 17, 2023 to August 17, 2024 or such earlier date as is determined by the Board (the “Extension Amendment Proposal”).”
Petros Pharmaceuticals, Inc.: Amended Article III, Section 7 of the bylaws to reduce the stockholder quorum requirement from a majority to one-third of outstanding shares (effective 2023-08-15).
“On August 15, 2023, the board of directors of Petros Pharmaceuticals, Inc. (the “Company”) approved an Amendment (the “Amendment”) to the Company’s Amended and Restated By-laws (the “By-laws”), which became effective as of August 15, 2023.”
CNS Pharmaceuticals, Inc.: Reduced quorum requirement from majority to one-third of shares outstanding; specified vote standard for stockholder actions; eliminated stockholder action by written consent; added director removal provision requiring two-thirds vote; updated remote meeting, director meeting, and officer provisions (effective 2023-08-11).
“On August 11, 2023, the Board of Directors of CNS Pharmaceuticals, Inc. (the “Company”) adopted the Amended and Restated Bylaws of CNS Pharmaceuticals, Inc. (as amended and restated, the “Bylaws”), effective on such date.”
Premier, Inc.: Amended Article II, Section 1 of the Bylaws to change the board voting requirement from affirmative vote of a majority of the entire board to affirmative vote of a majority of unrecused directors voting at a meeting with a quorum (effective 2023-08-10).
“On August 10, 2023, the Board approved an amendment to Article II, Section 1 of the Amended and Restated Bylaws of the Company (the “Bylaws”) as follows: Article II, Section 1 of the Bylaws are hereby amended to strike the phrase “any act of the Board shall require the affirmative vote of a number of directors constituting the majority of the directors constituting the entire Board” and replace it with “any act of the Board shall require the affirmative vote of a majority of the unrecused directors voting at a meeting at which a quorum is present”.”
Energous Corp: Amendment to certificate of incorporation to effect a 1-for-20 reverse stock split (effective 2023-08-16).
“the Company filed a certificate of amendment (the “Certificate of Amendment”) to its Second Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware to effect a reverse stock split of the Company’s common stock, $0.00001 par value (“Common Stock”), at a ratio of 1-for-20, effective as of August 16, 2023”
Digital Locations, Inc.: Filed withdrawal of Series F Preferred Stock Certificate of Designation, removing the previously filed designation from the Articles of Incorporation (effective 2023-08-09).
“On August 9, 2023, Digital Locations, Inc. (the “Company”) filed a withdrawal of its previously-filed Series F Preferred Stock Certificate of Designation to its Articles of Incorporation.”
ALIMERA SCIENCES INC: Filed a Certificate of Elimination to remove the Certificate of Designation of Series B Convertible Preferred Stock following mandatory conversion (effective 2023-08-15).
“the Company filed a certificate of elimination (the “Certificate of Elimination”) to the Certificate of Designation with the Secretary of State of the State of Delaware”
CKX LANDS, INC.: Amended and Restated Bylaws adopted including revisions to shareholder nomination procedures to reflect universal proxy rules, proxy card color requirement, and virtual meeting authorization (effective 2023-08-10).
“On August 10, 2023, the Board of Directors of CKX Lands, Inc. (the “Registrant”) adopted Amended and Restated Bylaws of the Registrant (“Amended and Restated Bylaws”), which became effective upon approval by the Board.”
MachTen, Inc.: Amended and restated bylaws (effective 2023-08-08).
“Also on August 8, 2023, the Company amended and restated its bylaws.”
MachTen, Inc.: Amended and restated certificate of incorporation to authorize 12,500,000 shares consisting of 11,500,000 shares of common stock and 1,000,000 shares of preferred stock (effective 2023-08-08).
“On August 8, 2023, the Company filed with the Secretary of State of the State of Delaware its amended and restated certificate of incorporation (the “A&R Certificate”), which, among other things, authorized 12,500,000 shares for issuance, consisting of (i) 11,500,000 shares of common stock, par value $0.001 per share and (ii) 1,000,000 shares of preferred stock, having a par value of $0.001 per share.”
Jet.AI Inc.: The Company filed Certificates of Designation for Series A and Series A-1 Convertible Preferred Stock, establishing the rights, preferences, privileges and other terms (effective 2023-08-10).
“On August 10, 2023, the Company filed a Certificate of Designation of Series A Convertible Preferred Stock with the Secretary of State of the State of Delaware, establishing the rights, preferences, privileges and other terms relating to the Series A Preferred Stock.”
Jet.AI Inc.: The Company ceased being a shell company as a result of the Business Combination (effective 2023-08-10).
“As a result of the Business Combination, the Company ceased being a shell company.”
Jet.AI Inc.: The board of directors approved and adopted a new Code of Business Conduct and Ethics on August 10, 2023 (effective 2023-08-10).
“In connection with the Business Combination, on August 10, 2023, the Company’s board of directors approved and adopted a new Code of Business Conduct and Ethics applicable to all employees, officers and directors of the Company.”
Longevity Health Holdings, Inc.: Filing of Certificate of Designation for Series A Convertible Voting Preferred Stock (effective 2023-08-09).
“In connection with the Closing, on August 9, 2023, the Company filed the Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Voting Preferred Stock (the “ Certificate of Designation ”) with the Secretary of State of Delaware in accordance with Section 151(a) of the Delaware General Corporation Law.”
Grove Collaborative Holdings, Inc.: Filed Certificate of Designation establishing Series A Preferred Stock terms in connection with a private placement.
“the Company filed the Certificate of Designation with the Secretary of State of the State of Delaware on the Closing Date setting forth the terms, rights, obligations and preferences of the Series A Preferred Stock.”
Goal Acquisitions Corp.: Stockholders approved an amendment to the Amended and Restated Certificate of Incorporation to extend the deadline for consummating an initial business combination to a new termination date and make related administrative changes (effective 2023-08-14).
“On August 14, 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, in each case, pursuant to an amendment in the form set forth in Annex A of the proxy statement.”
Crown Electrokinetics Corp.: Filed Certificate of Amendment to effect a 1-for-60 reverse stock split of common stock (effective 2023-08-14).
“On August 11, 2023, Crown Electrokinetics Corp. (the “Company”) filed a Certificate of Amendment (the “Certificate of Amendment”) to the Company’s Amended and Restated Certificate of Incorporation to effect a reverse stock split of its issued common stock, par value $0.0001 per share (“Common Stock”), in the ratio of 1-for-60 (the “Reverse Stock Split”) to be effective at 11:59 p.m. eastern on August 14, 2023.”
GENERATION INCOME PROPERTIES, INC.: Filed Articles Supplementary designating rights, preferences and privileges of Series A Preferred Stock (effective 2023-08-10).
“On August 10, 2023, the Company filed the Articles Supplementary for the Series A Preferred Stock with the SDAT designating the rights, preferences and privileges of the Series A Preferred Stock.”
Fortress Biotech, Inc.: Amendment to Article II, Section 7 of the bylaws changing the voting requirement for stockholder actions (effective 2023-08-10).
“the affirmative vote of a majority of the shares of stock present or represented at the meeting, by ballot, proxy or electronic ballot, unless a different or minimum vote is required by the Certificate of Incorporation, these Bylaws, the Delaware General Corporate Law, the rules or regulations of any stock exchange applicable to the corporation, or any law or regulation applicable to the corporation or its securities, in which case such different or minimum vote shall be the required vote on the matter.”
AMC ENTERTAINMENT HOLDINGS, INC.: Filed amendment to Third Amended and Restated Certificate of Incorporation to increase authorized Class A common stock from 524,173,073 to 550,000,000 shares and effectuate a 1-for-10 reverse stock split, effective August 24, 2023 (effective 2023-08-24).
“On August 14, 2023, the Company filed the amendment to its Third Amended and Restated Certificate of Incorporation, which was previously approved by the Company’s stockholders at the special meeting held on March 14, 2023 and described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”) on February 14, 2023, to (a) increase the total number of authorized shares of the Company’s Class A common stock”
Public Storage: Effective upon the merger, New PSA's Amended and Restated Bylaws became effective, reflecting the name change to 'Public Storage' and non-substantive revisions related to the Reorganization (effective 2023-08-14).
“On August 14, 2023, after the Effective Time, the Amended and Restated Declaration of Trust and Amended and Restated Bylaws of New PSA became effective.”
Public Storage: Effective upon the merger, New PSA's Amended and Restated Declaration of Trust became effective, with changes only for the name change to 'Public Storage' and non-substantive revisions related to the Reorganization (effective 2023-08-14).
“On August 14, 2023, after the Effective Time, the Amended and Restated Declaration of Trust and Amended and Restated Bylaws of New PSA became effective.”
Dror Ortho-Design, Inc.: Company changed its name to Dror Ortho-Design, Inc. via an amended charter (effective 2023-08-14).
“On August 14, 2023, the Company filed the Amended Charter with the Secretary of State of the State of Delaware. The key amendment included in the Amended Charter was the change to the name of the Company to “Dror Ortho-Design, Inc.””
ADVANCE AUTO PARTS INC: The Board approved an amendment and restatement of the Amended and Restated By-Laws, effective August 8, 2023, updating procedures for director nominations and stockholder proposals, establishing Delaware Chancery Court as exclusive forum for certain corporate law claims, and making administrative c (effective 2023-08-08).
“On August 8, 2023, the Board of Directors (the “Board”) of Advance Auto Parts, Inc. (the “Company”) approved an amendment and restatement of the Amended and Restated By-Laws of the Company (as so amended and restated, the “Amended By-Laws”), effective as of such date.”
Hongchang International Co., Ltd: Certificate of Amendment effecting a one-for-ten reverse stock split (effective 2023-08-08).
“On August 8, 2023, Heyu Biological Technology Corporation (the “Company”) filed a Certificate of Amendment to the Company’s Certificate of Incorporation (the “Certificate of Amendment”) with the State of Nevada, which has effected a one-for-ten reverse stock split (the “Reverse Stock Split”) of the Company’s outstanding common stock, par value $0.001 per share (the “Common Stock”).”
USBC, Inc.: Filed restated articles of incorporation to correct prior unapproved amendments from 2013 annual meeting, incorporating all valid amendments prior to and after 2013 (effective 2023-08-11).
“On August 11, 2023, we filed restated articles of incorporation with the Nevada Secretary of State, which present the entire text of our Articles, as amended prior to the 2013 Annual Meeting, and as further amended by the Subsequent Amendments, but disregarding the amendments proposed in Proposal 3 at the 2013 Annual Meeting.”
Theriva Biologics, Inc.: Amended and restated bylaws to add advance notice procedures for director nominations and stockholder proposals (effective 2023-10-03).
“On August 9, 2023, the Board of Directors (the “Board”) of Theriva Biologics, Inc., a Nevada corporation (the “Company”) amended and restated the Company’s amended and restated bylaws (the “Bylaws”), effective October 3, 2023. The Bylaws include new provisions related to advance notice procedures.”
STIFEL FINANCIAL CORP: Filed Second Restated Certificate of Incorporation restating and integrating the Charter Amendment (effective 2023-08-11).
“On August 11, 2023, the Company filed a Second Restated Certificate of Incorporation (as so amended and restated, the “ Second Restated Certificate of Incorporation ”), restating, integrating and superseding the Restated Certificate of Incorporation, as previously amended, including the Charter Amendment.”
STIFEL FINANCIAL CORP: Amended and restated By-Laws to modify stockholder list, meeting postponement, proxy solicitation, proxy card color, forum selection clauses, and other ministerial changes (effective 2023-08-08).
“effective August 8, 2023, the Board amended and restated the Company’s Amended and Restated By-Laws in the form attached as Exhibit 3.2 hereto (as so amended and restated, the “ Second Amended and Restated By-Laws ”).”
STIFEL FINANCIAL CORP: Filed amendment to Restated Certificate of Incorporation to provide officer exculpation from liability for breach of fiduciary duty of care and make nonsubstantive changes to director exculpatory provisions (effective 2023-08-10).
“On August 10, 2023, Stifel Financial Corp. (the " Company ") filed an amendment to its Restated Certificate of Incorporation, as amended (the " Restated Certificate of Incorporation "), to (i) provide exculpation from liability for certain officers of the Company from certain claims of breach of the fiduciary duty of care, similar to protections currently available to directors of the Company and (ii) make certain nonsubstantive changes to the phrasing of the existing exculpatory provisions for directors, in conformance with contemporary norms for peer corporations incorporated in the State of Delaware (the " Charter Amendment ").”
DIEBOLD NIXDORF, Inc: Adopted Amended and Restated Bylaws in connection with reincorporation.
“Also on the Effective Date and in connection with the Reincorporation, the Company adopted Amended and Restated Bylaws (the “Bylaws”).”
DIEBOLD NIXDORF, Inc: Reincorporated as a Delaware corporation and filed new Certificate of Incorporation with authorized 45M common and 2M preferred shares (effective 2023-08-10).
“On the Effective Date, in accordance with the Plans, the Company reincorporated as a Delaware corporation (the “Reincorporation”). In connection with the Reincorporation and pursuant to the Plans, the Company filed a Certificate of Incorporation (the “Certificate of Incorporation”) with the Delaware Secretary of State on August 10, 2023, which became effective on the Effective Date.”
Howard Hughes Holdings Inc.: Company assumed HHC's certificate of incorporation and bylaws unchanged except as permitted by DGCL Section 251(g), as a result of a reorganization where the Company became successor issuer to HHC.
“the Amended & Restated Certificate of Incorporation of the Company (the “ Company Charter ”) and the Amended and Restated Bylaws of the Company (the “ Company Bylaws ”) are the same as the certificate of incorporation and bylaws of HHC immediately prior to consummation of the Reorganization, respectively, other than changes permitted by Section 251(g) of the DGCL.”
Plutonian Acquisition Corp.: Amended certificate of incorporation to extend the business combination period up to four times for three months each, from August 15, 2023 to August 15, 2024 (effective 2023-08-09).
“As approved by its stockholders at the Meeting on August 8, 2023, Plutonian filed an amendment to its Amended and Restated Certificate of Incorporation with the Delaware Secretary of State on August 9, 2023 (the “ Charter Amendment ”), giving the Company the right to extend the Business Combination Period up to four times for an additional three months each time, from August 15, 2023 to August 15, 2024”
Apollo Global Management, Inc.: Filed Certificate of Designations to establish terms of 6.75% Series A Mandatory Convertible Preferred Stock (effective 2023-08-11).
“In connection with the issuance of the Mandatory Convertible Preferred Stock, the Company filed a Certificate of Designations (the “Certificate of Designations”) with the Secretary of State of the State of Delaware on August 11, 2023 to establish the designations, powers, preferences and rights of the Mandatory Convertible Preferred Stock and the qualifications, limitations and restrictions thereof, including the dividend rate, the amount payable with respect thereto in the event of the Company’s voluntary or involuntary liquidation, winding-up or dissolution, restrictions on the issuance of shares of the same series or of any other class or series, the terms and conditions of conversion of the Mandatory Convertible Preferred Stock and the voting rights of the Mandatory Convertible Preferred Stock.”
INTEGRATED RAIL & RESOURCES ACQUISITION CORP: Extended the deadline to complete a business combination from August 15, 2023 to September 15, 2023, with option for further monthly extensions up to February 15, 2024 (effective 2023-08-08).
“the Company filed a second amendment to its Amended and Restated Certificate of Incorporation with the Delaware Secretary of State on August 8, 2023 (the “Extension Amendment”), to extend the date (the “Extension”) by which the Company must (1) effectuate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (an “initial business combination”), (2) cease its operations except for the purpose of winding up if it fails to complete such initial business combination, and (3) redeem 100% of the Company’s Class A common stock (“Class A common stock”) included as part of the units sold in the Company’s initial public offering that was consummated on November 16, 2021 (the “IPO”), from August 15, 2023 to September 15, 2023, and to allow the Company, without another stockholder vote, to further extend such date to consummate a business combination on a monthly basis up to five (5) times by an additio”
OneMedNet Corp: Amended charter to extend deadline for business combination up to nine one-month extensions through May 11, 2024, with deposit of extension amount into trust account.
“promptly filed the Amended Charter with the Secretary of State of the State of Delaware.”
Bite Acquisition Corp.: Extended business combination deadline from Aug 17, 2023 to Feb 17, 2024, removed conversion limitation, and allowed withdrawal of up to $100,000 of trust interest for dissolution expenses (effective 2023-08-10).
“the Company filed a certificate of amendment to its amended and restated certificate of incorporation (the " Charter ") with the Delaware Secretary of State on August 10, 2023 (the " Charter Amendment "), to (i) extend the date by which the Company has to consummate a business combination from August 17, 2023 (the " Termination Date ") to up to February 17, 2024, or such earlier date as determined by the Company’s board of directors (the " Board "), (ii) remove the Conversion Limitation (as defined in the Charter) to allow the Company to redeem public shares notwithstanding the fact that such redemption would result in the Company having net tangible assets of less than $5,000,001, and (iii) allow the Company to remove up to $100,000 of interest earned on the amount on deposit in the Company’s trust account prior to redeeming the public shares in connection with the liquidation and dissolution of the Company in order to pay dissolution expenses.”
Sizzle Acquisition Corp.: Extended the deadline to consummate initial business combination from August 8, 2023 to February 8, 2024 (effective 2023-08-07).
“On August 7, 2023, Sizzle Acquisition Corp., a Delaware corporation (the “ Company ”), held a special meeting of stockholders (the “ Meeting ”). At the Meeting, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “ Charter Amendment ”) to extend the date by which the Company must consummate its initial business combination from August 8, 2023 to February 8, 2024 (or such earlier date as determined by the board of directors of the Company (the “ Board ”)).”
Sigilon Therapeutics, Inc.: Amended and restated bylaws in their entirety.
“and the Company’s amended and restated bylaws were amended and restated in their entirety as set forth on Annex III to the Merger Agreement (the “Amended and Restated Bylaws”)”
Sigilon Therapeutics, Inc.: Amended and restated certificate of incorporation in its entirety.
“Pursuant to the terms of the Merger Agreement, as of the Effective Time, the Company’s amended and restated certificate of incorporation was amended and restated in its entirety as set forth on Annex II to the Merger Agreement (the “Amended and Restated Certificate of Incorporation”)”
Bloom Energy Corp: Amended and restated bylaws to clarify stockholder proposal and nomination procedures and update stockholder list requirements per Delaware law (effective 2023-08-09).
“On August 9, 2023, the Board of Directors of Bloom Energy Corporation (“Bloom Energy” or 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 of such date, in order to, among other things: • Clarify timing, procedural and disclosure requirements related to business proposals and director nominations submitted by stockholders”
Arma Services Inc: Company ceased being a shell company upon completion of an acquisition (effective 2023-02-27).
“Prior to the closing of the Acquisition, ARMA was a "shell company" as defined in Rule 405 of the Securities Act and Rule 12b-2 of the Exchange Act. As described in Item 2.01 above, which is incorporated by reference into this Item 5.06, ARMA ceased being a shell company upon completion of the acquisition on February 27, 2023.”
Empire State Realty Trust, Inc.: Adopted majority voting standard for uncontested director elections; updated advance notice procedures for Rule 14a-19; made other technical and conforming changes (effective 2023-08-08).
“On August 8, 2023, the Board of Directors (the “ Board ”) of Empire State Realty Trust, Inc. (the “ Company ”) approved and adopted the Fourth Amended and Restated Bylaws of the Company (as so amended and restated, the “ Amended Bylaws ”), effective as of such date.”
BOLLINGER INNOVATIONS, INC.: The Company filed a Certificate of Amendment to effect a one-for-nine reverse stock split of its common stock (effective 2023-08-11).
“On August 10, 2023, Mullen Automotive Inc. (the “ Company ”) filed a Certificate of Amendment (the “ Amendment ”) to its Second Amended and Restated Certificate of Incorporation (as amended to date, the “ Certificate of Incorporation ”) with the Secretary of State of the State of Delaware to effect a one-for-nine (1-for-9) reverse stock split (the “ Reverse Stock Split ”) of its common stock, par value $0.001 (the “ Common Stock ”).”
Howard Hughes Corp: Amended and restated Amended and Restated Bylaws to add and remove provisions as appropriate for a wholly owned subsidiary (effective 2023-08-11).
“In addition, the Amended and Restated Bylaws of the Company, dated November 9, 2010, were amended and restated (as so amended and restated, the “ Company Second A&R Bylaws ”) to add and remove provisions as appropriate for a wholly owned subsidiary.”
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.