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
Kernel Group Holdings, Inc.

Kernel Group Holdings, Inc.: Shareholders approved an amendment to the Amended and Restated Memorandum and Articles of Association to allow the company to extend the termination date for its business combination by up to six one-month extensions to February 5, 2024, with specified deposit requirements (effective 2023-08-03).

“The shareholders of the Company approved the Amendment to the Amended and Restated Memorandum and Articles of Association of the Company (the “ Charter Amendment ”) at the August 3, 2023 Shareholders Meeting, changing the structure and cost of the Company’s right to extend the date (the “ Termination Date ”) by which the Company must (i) consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving the Company and one or more businesses (a “business combination”), (ii) cease its operations if it fails to complete such business combination, and (iii) redeem or repurchase 100% of the Company’s Class A ordinary shares included as part of the units sold in the Company’s initial public offering that closed on February 5, 2021 (the “ IPO ”) which is currently August 5, 2023 unless extended.”
Electriq Power Holdings, Inc.

Electriq Power Holdings, Inc.: As a result of the Business Combination, TLG ceased being a shell company (effective 2023-07-31).

“As a result of the Business Combination, TLG ceased being a shell company.”
Electriq Power Holdings, Inc.

Electriq Power Holdings, Inc.: The Company Board adopted a new code of business conduct and ethics ('Code') effective July 31, 2023 (effective 2023-07-31).

“In connection with the Closing of the Business Combination, on July 31, 2023 and effective as of such date, the Company Board adopted a new code of business conduct and ethics (the “ Code ”) applicable to the Company’s employees, officers and directors.”
Electriq Power Holdings, Inc.

Electriq Power Holdings, Inc.: The Company Board approved and adopted the Amended and Restated Bylaws, effective as of the Effective Time (effective 2023-07-31).

“On the Closing Date, the Company Board approved and adopted the Amended and Restated Bylaws of the Company (the “ Bylaws ”), effective as of the Effective Time.”
Electriq Power Holdings, Inc.

Electriq Power Holdings, Inc.: TLG stockholders approved a new amended and restated certificate of incorporation ('New Charter') to replace the existing charter following the Business Combination (effective 2023-07-31).

“TLG’s stockholders also approved a new amended and restated certificate of incorporation (“ New Charter ”) to replace TLG’s Amended and Restated Certificate of Incorporation (the “ Charter ”) following the consummation of the Business Combination.”
VINEBROOK HOMES TRUST, INC.

VINEBROOK HOMES TRUST, INC.: Adopted amendment to Bylaws providing that Series B Preferred Stock is not subject to consent-based transfer restrictions (effective 2023-07-31).

“effective July 31, 2023, the Company adopted an amendment to the Company’s Bylaws to provide that the Series B Preferred Stock will not be subject to the provisions of the Company’s charter prohibiting transfer of shares of Series B Preferred Stock without the Company’s prior written consent.”
VINEBROOK HOMES TRUST, INC.

VINEBROOK HOMES TRUST, INC.: Filed Articles Supplementary classifying and designating Series B Preferred Stock (effective 2023-07-31).

“On July 31, 2023, in connection with the Preferred Stock Offering, the Company filed with the State Department of Assessments and Taxation of the State of Maryland Articles Supplementary (the “Articles Supplementary”) to the Articles of Amendment and Restatement of the Company classifying and designating 3,000,000 shares of the Series B Preferred Stock.”
VTAK Catheter Precision, Inc.

Catheter Precision, Inc.: Company filed a certificate of amendment to its certificate of incorporation to change its name from Ra Medical Systems, Inc. to Catheter Precision, Inc., effective August 17, 2023 (effective 2023-08-17).

“On August 1, 2023, Ra Medical Systems, Inc., a Delaware corporation (the “Company”), filed a certificate of amendment to its certificate of incorporation with the Secretary of State of Delaware, changing its name to Catheter Precision, Inc. The name change will be effective on August 17, 2023.”
RBBN Ribbon Communications Inc.

Ribbon Communications Inc.: Stockholders approved an amendment to the Restated Certificate of Incorporation to eliminate or limit the personal liability of certain officers for monetary damages for breach of fiduciary duty, to reflect new Delaware law provisions regarding officer exculpation (effective 2023-08-03).

“At the Annual Meeting, as described below under Item 5.07, the stockholders of the Company approved an amendment to the Company’s Restated Certificate of Incorporation to eliminate or limit the personal liability of certain Company officers for monetary damages for breach of fiduciary duty as an officer, except to the extent such an exemption from liability or limitation thereof is not permitted by Delaware General Corporation Law (the “Amendment”).”
Paramount Group, Inc.

Paramount Group, Inc.: Amended and restated bylaws to adopt Seventh Amended and Restated Bylaws, addressing universal proxy rules, enhancing procedural mechanics for stockholder nominations and proposals, and outlining procedures for reconvened meetings, with technical and clarifying updates (effective 2023-08-01).

“On August 1, 2023, the Board of Directors (the “Board”) of Paramount Group, Inc. (the “Company”) amended and restated the Company’s Sixth Amended and Restated Bylaws (as so amended and restated the “Seventh Amended and Restated Bylaws” or “Bylaws”), to, among other things: • address the universal proxy rules adopted by the U.S. Securities and Exchange Commission, by clarifying that no person may solicit proxies in support of a director nominee other than the Board’s nominees unless such person has complied with Rule 14a-19 under the Securities Exchange Act of 1934, as amended, including applicable notice and solicitation requirements; • enhance procedural mechanics and disclosure requirements in connection with stockholder nominations of directors and submissions of proposals regarding other business at stockholder meetings, including requiring additional background information and disclosures regarding proposing stockholders, proposed nominees and business, and other persons related t”
AMH American Homes 4 Rent

American Homes 4 Rent: Amended Bylaws to allow virtual annual meetings and comply with universal proxy rules (effective 2023-08-01).

“Effective August 1, 2023, the Board of Trustees of American Homes 4 Rent, or AMH, approved Amended and Restated Bylaws. The revisions to the Amended and Restated Bylaws include changes to Article II, Section 1 to reflect the ability of AMH under Maryland law to hold virtual annual meetings of shareholders, and changes to Article II, Section 11 to address procedural issues related to the new universal proxy rules of Rule 14a-19 under the Exchange Act of 1934”
ADIL ADIAL PHARMACEUTICALS, INC.

ADIAL PHARMACEUTICALS, INC.: Filed amendment to Certificate of Incorporation to effect a 1-for-25 reverse stock split of common stock (effective 2023-08-04).

“On August 3, 2023, the Company filed an amendment to the Certificate of Incorporation (the “Amendment”) with the Secretary of State of the State of Delaware to effect the reverse stock split, with an effective time of 11:59 p.m. Eastern Time on August 4, 2023 (the “Reverse Stock Split”).”
Avinger Inc

Avinger Inc: Filed Certificate of Designation designating 5,000 shares of Series E Convertible Preferred Stock (effective 2023-08-04).

“On August 4, 2023, pursuant to the Purchase Agreement, the Company filed the Certificate of Designation, designating 5,000 shares of Series E Preferred Stock.”
CARG CarGurus, Inc.

CarGurus, Inc.: Amended and restated bylaws to update stockholder meeting procedures, add Rule 14a-19 compliance requirements, add emergency bylaw provision, and make other technical changes (effective 2023-08-01).

“On August 1, 2023, the Board of Directors (the “Board”) of CarGurus, Inc. (the “Company”) approved an amendment and restatement of its amended and restated by-laws (as so amended and restated, the “By-laws”), effective immediately.”
BNGO Bionano Genomics, Inc.

Bionano Genomics, Inc.: Filed certificate of elimination to remove designation of Series A Preferred Stock and restore it to undesignated authorized preferred shares (effective 2023-08-04).

“On August 4, 2023, prior to the Company’s filing of the Charter Amendment with the office of the Secretary of State of the State of Delaware, the Company filed a Certificate of Elimination (the “ Certificate of Elimination ”) with the office of the Secretary of State of the State of Delaware with respect to the Company’s Series A Preferred Stock, par value $0.0001 per share (the “ Series A Preferred Stock ”), following the automatic redemption of all outstanding shares of Series A Preferred Stock after the conclusion of the 2023 Annual Meeting.”
BNGO Bionano Genomics, Inc.

Bionano Genomics, Inc.: Amended certificate of incorporation to effect a 1-for-10 reverse stock split (effective 2023-08-04).

“On August 4, 2023, Bionano Genomics, Inc. (the “ Company ”) filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation, as amended (the “ Restated Certificate ”), with the office of the Secretary of State of the State of Delaware to effect a reverse stock split at a ratio of 1:10 (the “ Charter Amendment ”).”
QIND Quality Industrial Corp.

Quality Industrial Corp.: Changed fiscal year end from December 31st to June 30th (effective 2023-08-04).

“On August 4, 2023, the board of directors (the “Board”) of the Company, approved a change in fiscal year end of the Company from December 31st to June 30th.”
SOHOO Sotherly Hotels Inc.

Sotherly Hotels Inc.: Amended quorum requirement for stockholder meetings from majority to at least thirty-three and one-third percent of votes entitled to be cast (effective 2023-07-31).

“the amendment to the Bylaws provides that the presence in person or by proxy of stockholders entitled to cast at least thirty-three and one-third percent, rather than a majority, of all the votes entitled to be cast shall constitute a quorum at all meetings of the stockholders of the Company.”
Ontrak, Inc.

Ontrak, Inc.: Approved amendments to amended and restated bylaws effective August 4, 2023, addressing Series A preferred stock director election rights, advance notice procedures, meeting adjournment, forum selection, and DGCL conforming changes (effective 2023-08-04).

“On August 4, 2023 and effective that same date, the board of directors of Ontrak, Inc. (the “Company,” “we,” “us,” or “our”) approved amendments to the amended and restated bylaws of the Company.”
MOBQ Mobiquity Technologies, Inc.

Mobiquity Technologies, Inc.: Effected a 1-for-15 reverse stock split via Certificate of Amendment to the Certificate of Incorporation (effective 2023-08-02).

“On August 2, 2023, Mobiquity Technologies, Inc. (the “Company”) filed a Certificate of Amendment (the “Certificate of Amendment”) to the Company’s Certificate of Incorporation with the Secretary of State of the State of New York to effect a 1-for-15 reverse stock split (the “Reverse Stock Split”) of the outstanding shares of the Company’s Common Stock, par value $0.0001 per share (the “Common Stock”).”
MAR MARRIOTT INTERNATIONAL INC /MD/

MARRIOTT INTERNATIONAL INC /MD/: Amended and Restated Bylaws effective August 3, 2023, including updates to align with DGCL, changes to shareholder proposal procedures, board quorum and committee formation, exclusive forum provisions, and other administrative revisions (effective 2023-08-03).

“On August 3, 2023, the Board of Directors (the “Board”) of Marriott International, Inc. (“Marriott” or the “Company”) approved and adopted Amended and Restated Bylaws of the Company (as so amended and restated, the “Bylaws”), that became immediately effective.”
CGNX COGNEX CORP

COGNEX CORP: Amended Amended and Restated By-Laws to address Rule 14a-19, proxy card color, informational/procedural requirements for shareholder proposals and nominations, special meeting request rules, board powers, exclusive forum provisions, and other ministerial updates (effective 2023-08-02).

“On August 2, 2023, in connection with certain recent changes to Securities and Exchange Commission rules and a periodic review of corporate governance matters, the Board of Directors (the “Board”) of the “Company approved amendments to the Company’s Amended and Restated By-Laws (as amended, the “A&R By-Laws”), effective immediately.”
FREVS FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY, INC.

FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY, INC.: Adopted Articles Supplementary establishing Series A Junior Participating Cumulative Preferred Stock (effective 2023-08-03).

“In connection with the adoption of the Rights Agreement described in Item 1.01 above, the Board of Directors of the Company approved Articles Supplementary of Series A Junior Participating Cumulative Preferred Stock (the “Articles Supplementary”). The Articles Supplementary was filed with the Department of Assessments and Taxation of the State of Maryland on August 3, 2023.”
ASCBF ASPAC II Acquisition Corp.

ASPAC II Acquisition Corp.: Extended deadline to consummate initial business combination to August 5, 2024, up to 27 months from IPO (effective 2023-08-01).

“Pursuant to the Amended Charter which is effective on August 1, 2023, the Company has up to 27 months from its initial public offering (i.e., until August 5, 2024) to consummate an initial business combination.”
EMBC Embecta Corp.

Embecta Corp.: Amended and restated Bylaws to revise director nomination and proxy solicitation requirements, including compliance with Rule 14a-19, and incorporate ministerial clarifying changes (effective 2023-08-02).

“On August 2, 2023, the Board of Directors (the “Board”) of Embecta Corp. (the “Company”) amended and restated the Company’s Amended and Restated Bylaws (the “Bylaws”), effective immediately.”
Armada Acquisition Corp. I

Armada Acquisition Corp. I: Amended certificate of incorporation to extend the deadline to consummate a business combination from August 17, 2023 to September 17, 2023, with option for monthly extensions up to February 17, 2024 (effective 2023-08-02).

“On August 2, 2023, Armada held the Extension Meeting to approve an amendment to Armada’s amended and restated certificate of incorporation (the “ Charter Amendment ”) to extend the date (the “ Termination Date ”) by which Armada has to consummate a business combination from August 17, 2023 (the “ Original Termination Date ”) to September 17, 2023 (the “ Charter Extension Date ”) and to allow Armada, without another stockholder vote, to elect to extend the Termination Date to consummate a Business Combination on a monthly basis up to five times by an additional one month each time after the Charter Extension Date, by resolution of Armada’s board of directors, if requested by the Sponsor, and upon five days’ advance notice prior to the applicable Termination Date, until February 17, 2024, or a total of up to six months after the Original Termination Date, unless the closing of a business combination shall have occurred prior thereto (the “ Extension Amendment Proposal ”).”
IMAQ International Media Acquisition Corp.

International Media Acquisition Corp.: Amended certificate of incorporation to extend business combination deadline by up to 12 additional one-month periods from August 2, 2023 to August 2, 2024 (effective 2023-08-03).

“The Company filed a certificate of amendment to its amended and restated certificate of incorporation (the “ Charter Amendment ”) which became effective upon filing. The Charter Amendment changed the date by which IMAQ must consummate an initial business combination for twelve (12) additional one (1) month periods from August 2, 2023 to August 2, 2024.”
Blackstone Private Credit Fund

Blackstone Private Credit Fund: Amended the declaration of trust to update the exclusive Delaware jurisdiction clause to exclude claims arising under state securities laws, in addition to federal securities laws (effective 2023-08-02).

“On August 2, 2023, the Board adopted the Fourth Amended and Restated Declaration of Trust, which amends the Fund’s previously effective declaration of trust to update the Fund’s exclusive Delaware jurisdiction clause to state that it does not apply to claims, suits, actions or proceedings arising out of or relating to state securities laws or rules and regulations thereunder, in addition to federal securities laws or rules and regulations thereunder.”
ARMK Aramark

Aramark: Amended Third Amended and Restated By-Laws to adopt Fourth Amended and Restated By-Laws with changes regarding Rule 14a-19 compliance, proxy card color, and nominee questionnaires (effective 2023-08-01).

“On August 1, 2023, the Board of Directors (the “Board”) of Aramark (the “Company”) approved amendments to the Third Amended and Restated By-Laws of the Company (as amended the “Fourth Amended and Restated By-Laws”), effective immediately.”
Physicians Realty Trust

Physicians Realty Trust: Amended bylaws to implement proxy access and revise shareholder nomination provisions, effective August 1, 2023 (effective 2023-08-01).

“On August 1, 2023, the Board of Trustees (the “Board”) of Physicians Realty Trust, a Maryland real estate investment trust (the “Company”), approved amendments to the Company’s bylaws (as so amended and restated, the “Bylaws”), effective as of such date, to implement proxy access and to add or revise various provisions related to shareholder nominations of trustees, among other changes.”
MARA MARA Holdings, Inc.

MARA Holdings, Inc.: Increased authorized shares of common stock from 200 million to 500 million.

“Marathon Digital Holdings, Inc. filed an amendment to its Articles of Incorporation in Nevada increasing its authorized shares of Common Stock from 200 million to 500 million.”
EXFY Expensify, Inc.

Expensify, Inc.: Reduced total authorized shares of capital stock by 1,328 shares via certificate of retirement of converted shares (effective 2023-08-03).

“Effective upon filing, the Certificate of Retirement amended the Amended and Restated Certificate of Incorporation of the Company to reduce the total authorized number of shares of capital stock of the Company by 1,328 shares.”
DUOT DUOS TECHNOLOGIES GROUP, INC.

DUOS TECHNOLOGIES GROUP, INC.: Filed Certificate of Designation for Series F Convertible Preferred Stock, amending certificate of incorporation (effective 2023-07-31).

“On July 31, 2023, the Company amended its Certificate of Incorporation by filing the Certificate of Designation of Preferences, Rights and Limitations of Series F Convertible Preferred Stock”
NCMI National CineMedia, Inc.

National CineMedia, Inc.: Filed a Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation to effect a 1-for-10 reverse stock split (effective 2023-08-03).

“On August 3, 2023 (the “Effective Date”), National CineMedia, Inc., (the “Company” or “NCM, Inc.”) filed a Certificate of Amendment to its Second 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-10 reverse stock split of the Company’s issued and outstanding common stock, par value $0.01 per share (the “Common Stock”), effective upon the filing of the Certificate of Amendment (the “Reverse Stock Split”).”
KOP Koppers Holdings Inc.

Koppers Holdings Inc.: Adopted amendment and restatement of bylaws to update director nomination procedures, reflect changes to the Pennsylvania Associations Code, provide for uncertificated shares, and make technical changes (effective 2023-08-02).

“Also on August 2, 2023, the Board adopted an amendment and restatement of the Company’s Second Amended and Restated Bylaws, as adopted on August 2, 2017, in order to, among other things: (i) update the procedures and disclosure requirements for director nominations made under the Company’s existing advance notice requirements to reflect the U.S. Securities and Exchange Commission’s adoption of Rule 14a-19 under the Securities Exchange Act of 1934, as amended; (ii) make changes to reflect various recent amendments to the Code; (iii) provide that all shares of the Company’s Common Stock will be uncertificated, consistent with the Articles Amendment; and (iv) make other technical and conforming changes.”
KOP Koppers Holdings Inc.

Koppers Holdings Inc.: Adopted amendment to Amended and Restated Articles of Incorporation to provide that all shares of common stock will be uncertificated (effective 2023-08-02).

“On August 2, 2023, the Board of Directors (the “Board”) of Koppers Holdings Inc. (the “Company”) determined that it was in the best interests of the Company and its shareholders to adopt, and did adopt, an amendment (the “Articles Amendment”) to the Company’s Amended and Restated Articles of Incorporation in order to provide that all shares of the Company’s common stock, $0.01 par value (“Common Stock”), will be uncertificated.”
ACTG ACACIA RESEARCH CORP

ACACIA RESEARCH CORP: Filed Certificate of Retirement to reduce authorized shares of Series A Convertible Preferred Stock by 350,000, eliminating all authorized shares of that series (effective 2023-07-28).

“On July 28, 2023, the Company filed with the Delaware Secretary of State a Certificate of Retirement (the “Certificate of Retirement”) of the Series A Convertible Preferred Stock to effect the retirement of the Series A Convertible Preferred Stock so converted. Effective upon filing, the Certificate of Retirement amended the Third Amended and Restated Certificate of Incorporation of the Company, as amended, to reduce the total number of authorized shares of Series A Convertible Preferred Stock by 350,000 shares such that there are no remaining authorized shares of Series A Convertible Preferred Stock.”
ACTG ACACIA RESEARCH CORP

ACACIA RESEARCH CORP: Updated to permit majority of independent directors to appoint Lead Independent Director, implement procedural requirements for stockholder proposals, permit stockholders holding 10% voting power to call special meeting, clarify remote meetings and director removal, remove Section 2.14, and other co (effective 2023-07-27).

“The Fifth Amended and Restated Bylaws have been updated to: (a) permit a majority of independent directors to appoint a Lead Independent Director who may, among other things, call a special meeting of stockholders; (b) implement procedural and other requirements regarding proposals by stockholders for director nominations and other business to be conducted at a meeting of stockholders, including to ensure compliance with Rule 14a-19 of the Securities Exchange Act of 1934, as amended; (c) permit the Secretary of the Company, upon the written request of one or more stockholders of record of the Company that hold at least ten percent (10%) in voting power of the outstanding shares of the stock of the Company, to call a special meeting of stockholders; (d) consistent with the provisions of the General Corporation Law of the State of Delaware, clarify that stockholder meetings may be held solely by means of remote communication and that directors may be removed with or without cause by the”
INTU INTUIT INC.

INTUIT INC.: Amended and restated bylaws to update procedures for director nominees, stockholder nominations, and universal proxy rule compliance, plus technical updates to align with Delaware law (effective 2023-07-27).

“On July 27, 2023, the Board of Directors of Intuit Inc. (the “Company”) amended and restated the Company’s Bylaws (as so amended and restated, the “Bylaws”) to make certain updates to the procedures and disclosure requirements for all director nominees and stockholder nominations of directors and business proposals, including by requiring a stockholder delivering a nomination notice pursuant to the advance notice provisions of the Bylaws to fully comply, and certify compliance, with Rule 14a-19 under the Securities Exchange Act of 1934, as amended, relating to the universal proxy rules.”
XRAY DENTSPLY SIRONA Inc.

DENTSPLY SIRONA Inc.: Amended and Restated By-laws to adopt Universal Proxy Rule requirements and conform to recent Delaware law amendments, effective immediately (effective 2023-07-27).

“On July 27, 2023, the Board of Directors (the “Board”) of DENTSPLY SIRONA Inc. (the “Company”) adopted and approved the Seventh Amended and Restated By-laws of the Company (as amended and restated, the “Amended and Restated Bylaws”), effective immediately.”
PAMT PAMT CORP

PAMT CORP: Adopted a fourth amendment to the Amended and Restated By-Laws adding exclusive forum provisions for certain corporate law matters and federal securities act claims, and clarifying/updating listed corporate officers (effective 2023-07-27).

“On July 27, 2023, the Board of the Company adopted a fourth amendment (the “Bylaw Amendment”) to the Company’s Amended and Restated By-Laws, as amended (the “Bylaws”). The Bylaw Amendment adds a new Article XIII of the Bylaws which provides that, unless the Company consents in writing to the selection of an alternative forum, (a) the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware lacks subject matter jurisdiction, the federal district court for the District of Delaware) will be the sole and exclusive forum for certain corporate law matters and actions or proceedings asserting an “internal corporate claim,” as that term is defined in Section 115 of the Delaware General Corporation Law, and (b) the federal district courts of the United States of America will be exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended. The Bylaw Amendment also clarifies and update”
WTS WATTS WATER TECHNOLOGIES INC

WATTS WATER TECHNOLOGIES INC: Board amended and restated bylaws to add mandatory advancement of expenses, exclusive forum provisions for DGCL and Securities Act claims, and updates for remote meetings, advance notice, proxies, and stockholder meeting conduct (effective 2023-07-31).

“On July 31, 2023, the Board of Directors (the “Board”) of the Company approved amendments to the Company’s Amended and Restated Bylaws (the “Bylaws”), effective immediately. The Bylaws were amended and restated to provide for mandatory advancement of expenses to directors and officers in the event of an indemnifiable event, to make Delaware the exclusive forum for litigation relating to the Delaware General Corporation Law and the Company’s internal affairs, to make federal district courts the exclusive forum for actions arising under the Securities Act of 1933, and to reflect updates to the Delaware General Corporation Law and corporate best practices, including provisions relating to remote stockholder meetings, advance notice requirements for stockholder proposals and director nominations, the appointment of proxies, and the conduct of stockholder meetings.”
AMZE AMAZE HOLDINGS, INC.

AMAZE HOLDINGS, INC.: Filed Certificate of Designation for Series A Convertible Preferred Stock, amended on August 1, 2023, establishing rights, preferences, and limitations including stated value, conversion, dividends, redemption, and voting (effective 2023-07-27).

“On July 27, 2023, Fresh Vine Wine, Inc. (the "Company") filed with the Secretary of State of the State of Nevada a Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock, par value $0.001 per share (the "Series A Stock"), which was amended on August 1, 2023 prior to the issuance of any shares of Series A Stock by filing Amendment No. 1 thereto (as so amended, the "Certificate").”
Clean Energy Special Situations Corp.

Clean Energy Special Situations Corp.: Company changed its name from Springwater Special Situations Corp. to Clean Energy Special Situations Corp. via an amendment to its Amended and Restated Certificate of Incorporation (effective 2023-08-02).

“On August 2, 2023, the Company filed an amendment to its Amended and Restated Certificate of Incorporation, as amended, changing the name of the Company from "Springwater Special Situations Corp." to "Clean Energy Special Situations Corp."”
BENF Beneficient

Beneficient: Filed a certificate of designation designating rights, preferences, privileges and restrictions of Series B-1 Preferred Stock (effective 2023-08-01).

“On August 1, 2023, the Company filed a certificate of designation (the “Certificate of Designation”) with the Secretary of State of Nevada, effective as of the time of filing, designating the rights, preferences, privileges and restrictions of the shares of the Series B-1 Preferred Stock.”
GOGO Gogo Inc.

Gogo Inc.: Amended and restated bylaws to update stockholder voting lists, update requirements for stockholder nominations and proposals (including universal proxy rules), and update officer appointment provisions (effective 2023-07-27).

“On July 27, 2023, the board of directors (the “Board”) of Gogo Inc. (the “Company”) adopted amendments to the Company’s bylaws (as amended and restated, the “Amended and Restated Bylaws”).”
KALA KALA BIO, Inc.

KALA BIO, Inc.: Amended and restated bylaws solely to reflect name change to KALA BIO, Inc (effective 2023-08-02).

“the Board also approved an amendment and restatement of the Company’s Second Amended and Restated By-Laws solely to reflect the Name Change (as amended and restated, the “Third Amended and Restated By-Laws”) effective as of August 2, 2023”
KALA KALA BIO, Inc.

KALA BIO, Inc.: Amended certificate of incorporation to change company name from Kala Pharmaceuticals, Inc. to KALA BIO, Inc (effective 2023-08-02).

“Effective as of 4:00 p.m., Eastern Time on August 2, 2023, Kala Pharmaceuticals, Inc. (the “Company”) amended its Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”), to effect a change of the Company’s name from “Kala Pharmaceuticals, Inc.” to “KALA BIO, Inc.””
PSA Public Storage

Public Storage: Reclassified authorized but unissued preferred shares and equity shares as undesignated shares (effective 2023-08-03).

“to reclassify all of the authorized but unissued preferred shares and equity shares that were previously issued and then redeemed as undesignated preferred shares and equity shares of beneficial interest, $0.01 par value per share.”
ACTG ACACIA RESEARCH CORP

ACACIA RESEARCH CORP: Certificate of Retirement filed to reduce authorized shares of Series A Convertible Preferred Stock by 350,000 shares, returning them to authorized but unissued preferred stock.

“On July [•], 2023, the Company filed with the Delaware Secretary of State a Certificate of Retirement (the “Certificate of Retirement”) of the Series A Convertible Preferred Stock to effect the retirement of the Series A Convertible Preferred Stock so converted.”

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.