Charter, bylaw, and control-related changes under 8-K Items 5.03/5.05/5.06.
HomeTrust Bancshares, Inc.: Changed fiscal year end from June 30 to December 31, effective July 24, 2023, with a transition period from July 1, 2023 to December 31, 2023 (effective 2023-07-24).
“On July 24, 2023, the Board of Directors of HomeTrust Bancshares, Inc. (the "Company"), the holding company of HomeTrust Bank, approved a change in the Company's fiscal year end from June 30 to December 31.”
American Assets Trust, Inc.: Adopted amendments to bylaws to address universal proxy rules and require proxy card color other than white (effective 2023-07-20).
“On July 20, 2023, the Board of Directors (“Board”) of the Company adopted amendments to the Company’s amended and restated bylaws (as amended, the “Amended and Restated Bylaws”), which became effective the same day. Among other things, the amendments effected by the Amended and Restated Bylaws: a. 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 Exchange Act, including applicable notice and solicitation requirements; and b. require that a stockholder directly or indirectly soliciting proxies from other stockholders use a proxy card color other than white.”
SinglePoint Inc.: Filed Certificate of Amendment to effect a 1-for-400 reverse stock split, effective July 20, 2023 (effective 2023-07-20).
“On July 19, 2023, Singlepoint Inc. (the “ Company ”) filed a Certificate of Amendment to the Amended and Restated Article of Incorporation of the Company with the Secretary of State of the State of Nevada (the “ Certificate of Amendment ”) to effect a 1-for-400 reverse stock split (the “ reverse stock split ”) of the shares of the Company’s common stock, (the “ Common Stock ”).”
WELLS FARGO & COMPANY/MN: Designated a new series of Preferred Stock as '7.625% Fixed Rate Reset Non-Cumulative Perpetual Class A Preferred Stock, Series EE', authorized 69,000 shares, with a liquidation preference of $25,000 per share (effective 2023-07-20).
“On July 20, 2023, the Company filed with the Delaware Secretary of State a Certificate of Designation which, effective upon filing, designated a series of such Preferred Stock as "7.625% Fixed Rate Reset Non-Cumulative Perpetual Class A Preferred Stock, Series EE," authorized 69,000 shares of Non-Cumulative Perpetual Class A Preferred Stock, Series EE, without par value and with a liquidation preference amount of $25,000 per share (referred to herein as the "Series EE Preferred Stock"), and set forth the voting powers, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof, of the Series EE Preferred Stock which are not fixed by the Company's Restated Certificate of Incorporation.”
Technology & Telecommunication Acquisition Corp: Amended articles of association to extend the deadline for completing a business combination from July 20, 2023 to July 20, 2024, with up to twelve monthly extensions upon deposit of funds (effective 2023-07-19).
“Subsequent to the approval by the shareholders of TETE of the Amendment to TETE’s Amended and Restated Memorandum and Articles of Association (the “ Charter Amendment ”), on July 19, 2023, TETE filed the Charter Amendment with the Registrar of Companies in the Cayman Islands.”
Tristar Acquisition I Corp.: Removed the limitation that prevented redemption of Public Shares if it would cause net tangible assets below $5,000,001.
“as a special resolution, an amendment to the Articles of Association to remove from the Articles of Association the limitation that the Company may not redeem Public Shares (as defined below) to the extent that such redemption would result in the Company having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934, as amended), of less than $5,000,001 in order to allow the Company to redeem Public Shares irrespective of whether such redemption would exceed the Redemption Limitation”
Tristar Acquisition I Corp.: Extended the deadline to complete a business combination from July 18, 2023 to October 18, 2023, with option to further extend monthly up to October 18, 2024 (effective 2023-07-18).
“as a special resolution, giving the Company the right to extend the date by which it has to complete a business combination from July 18, 2023 to October 18, 2023, and without another shareholder vote, to further extend the Termination Date for an additional one (1) month as needed, on a month-to-month basis, up to twelve (12) times, until October 18, 2024”
MOBIX LABS, INC: Amended the Amended and Restated Memorandum and Articles of Association to extend the deadline for initial business combination from July 22, 2023 to January 22, 2024, and to eliminate certain redemption limitations and net tangible asset requirements (effective 2023-07-18).
“On July 18, 2023, Chavant Capital Acquisition Corp. (the “Company” or “Chavant”) held an Extraordinary General Meeting of shareholders to obtain shareholder approval to amend the Company’s Amended and Restated Memorandum and Articles of Association to (i) extend the date by which the Company must consummate an initial business combination from July 22, 2023 to January 22, 2024 (the “Extended Date”) (the “Extension Amendment”) and (ii) eliminate (x) the limitation that the Company shall not redeem the Company’s public shares to the extent that such redemption would cause the Company’s net tangible assets to be less than $5,000,001 and (y) the limitation that the Company shall not consummate a business combination unless the Company has net tangible assets of at least $5,000,001 immediately prior to, or upon consummation of, or any greater net tangible asset or cash requirement that may be contained in the agreement relating to, such business combination (the “Redemption Limitation Amend”
SunPower Inc.: Company ceased being a shell company as a result of the Merger.
“As a result of the Merger, the Company ceased being a shell company.”
SunPower Inc.: Approved and adopted a new Code of Business Conduct and Ethics applicable to all employees, officers and directors (effective 2023-07-18).
“on July 18, 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.”
SunPower Inc.: Amended and Restated Bylaws approved by board on July 18, 2023, effective at the Effective Time of the Merger (effective 2023-07-18).
“On July 18, 2023, the Company’s board of directors approved and adopted the Amended and Restated Bylaws of the Company (the “ Bylaws ”), which became effective as of the Effective Time.”
SunPower Inc.: Amended and Restated Certificate of Incorporation effective upon filing with Delaware Secretary of State on July 17, 2023 (effective 2023-07-17).
“The Amended and Restated Certificate of Incorporation of the Company (the “ Certificate of Incorporation ”), which became effective upon filing with the Secretary of State of the State of Delaware on July 17, 2023”
Onyx Acquisition Co. I: Extended deadline to consummate business combination from August 7, 2023 to February 7, 2024 (effective 2023-07-21).
“On July 21, 2023, Onyx Acquisition Co. I (the “ Company ”) held an extraordinary general meeting of shareholders (the “ Meeting ”) at which the Company’s shareholders approved a proposal to amend the Company’s amended and restated memorandum and articles of association (the “ Articles ”). The proposal would extend the date by which the Company has to consummate a business combination from August 7, 2023 to February 7, 2024”
Skillsoft Corp.: Amended Article VII of the Certificate of Incorporation to limit the liability of officers as permitted under DGCL Section 102(b)(7) (effective 2023-07-21).
“On July 21, 2023, Skillsoft Corp. (the “Company”) filed a certificate of amendment (the “Amendment”) to its second amended and restated certificate of incorporation (the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware. The Amendment amends Article VII of the Certificate of Incorporation to limit the liability of officers, as permitted under Section 102(b)(7) of the General Corporation Law of the State of Delaware (the “DGCL”). The Amendment amends the Certificate of Incorporation to limit the liability of directors and officers for monetary damages for breach of fiduciary duty as a director or officer, except to the extent such limitation on liability is not permitted under the DGCL as presently in effect or as amended in the future. The Amendment permits exculpation of certain officers in connection with direct claims brought by stockholders. The Amendment does not exculpate officers from liability for breach of the duty of loyalty, acts or omissio”
BioNexus Gene Lab Corp: Increased maximum number of directors from seven to nine (effective 2023-01-01).
“On July 21, 2013, the Board of Directors of the Company approved and ratified the Amended and Restated Bylaws (“Amended Bylaws”) of the Company to increase the maximum number of directors from seven (7) to nine (9), effective as of January 1, 2023.”
Bank First Corp: Amended Bylaws to add Section 3.17 (Executive Sessions), remove Section 3.18(A)(5) (The Executive Committee), and amend Section 4.06 to remove references to the Executive Committee (effective 2023-07-18).
“Effective July 18, 2023, Bank First Corporation amended its Bylaws to add Section 3.17, Executive Sessions, and to remove Section 3.18(A)(5), The Executive Committee. Section 4.06 was also amended to remove references to the Executive Committee.”
Insight Molecular Diagnostics Inc.: The Company filed a Certificate of Amendment to effect a 1-for-20 reverse stock split, effective July 24, 2023, to regain Nasdaq minimum bid price compliance (effective 2023-07-24).
“The Company filed a Certificate of Amendment of Articles of Incorporation (the “ Certificate of Amendment ”) with the Secretary of State of the State of California to effect the reverse stock split (but not the authorized share reduction). The reverse stock split will become effective as of 5:00 p.m. Pacific time on July 24, 2023 (the “ Effective Time ”).”
Arch Therapeutics, Inc.: The Board approved an amendment to the Amended and Restated Bylaws to allow stockholders to take action by written consent without a meeting and to allow the chairman to adjourn a meeting in the absence of a quorum (effective 2023-07-18).
“On July 18, 2023, the Board approved an amendment to the Amended and Restated Bylaws of the Company (the “ Bylaw Amendment ”), effective immediately. The Bylaw Amendment amended Article 2, Section 2.10(a), and Article 2, Section 2.5(a) of the Amended and Restated Bylaws (i) to allow stockholders of the Company to take action by written consent without a meeting with not less than the minimum number of votes that would be necessary to take such action if the matter was presented at a meeting of stockholders at which all shares entitled to vote thereon were present and voted, subject to certain limitations and (ii) to provide that in in the absence of a quorum, the chairman of a stockholder meeting can adjourn the meeting, respectively.”
Sculptor Capital Management, Inc.: Adopted an exclusive forum provision in the Bylaws (effective 2023-07-23).
“On and effective as of July 23, 2023, the Board, in consultation with the Special Committee, the Company’s senior management and legal advisors to the Company and the Special Committee, approved an amendment of the Company’s Amended and Restated By-Laws, effective September 12, 2019 (the “ Bylaws ”) to implement an exclusive forum provision (the “ Bylaw Amendment ”).”
SUIC Worldwide Holdings Ltd.: Authorized a 1-for-10 reverse stock split via amendment to the articles of incorporation (effective 2023-07-25).
“On July 3, 2023, the Board of Directors authorized the submission of a Certificate of Change/Amendment to the Nevada Secretary of State in which the Company sought to affect a reverse split of its common stock at the rate of 1 for 10 for the purpose of increasing the per share price for the Company’s stock in an effort to attract future investors who might otherwise shy away from a good company because of its low stock price.”
ABVC BIOPHARMA, INC.: Filed a Certificate of Amendment to Articles of Incorporation to effect a 1-for-10 reverse stock split (effective 2023-07-25).
“ABVC BioPharma, Inc. (the “Company”) filed a Certificate of Amendment to its Articles of Incorporation (the “Certificate”) to be effective as of 12:01 a.m. EST on July 25, 2023 authorizing a 1-for-10 reverse stock split of the issued and outstanding shares of its common stock”
QUALCOMM INC/DE: Amended and Restated Bylaws updating procedural mechanics for director nominations related to universal proxy rules and clarifying stockholder list procedures (effective 2023-07-18).
“On July 18, 2023, the Board of Directors (the Board) of QUALCOMM Incorporated (the Company) approved the Amended and Restated Bylaws of the Company (the Amended and Restated Bylaws), which became effective the same day.”
HUNTINGTON BANCSHARES INC /MD/: Amended and restated Bylaws effective July 19, 2023, including changes to address universal proxy rules under Rule 14a-19, advance notice provisions, meeting procedures, director election and tenure, and other ministerial updates (effective 2023-07-19).
“On and effective July 19, 2023, the Board of Directors (the “Board”) of Huntington Bancshares Incorporated, a Maryland corporation (the “Corporation”), amended and restated the Corporation’s Bylaws.”
Hudson Acquisition I Corp.: Amended certificate of incorporation to extend business combination deadline up to April 18, 2024 and eliminate net tangible assets redemption limitation (effective 2023-07-17).
“On July 17, 2023, the Company filed a certificate of amendment (the “Certificate of Amendment”) to the Company’s Second Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware. The Certificate of Amendment amends the Certificate of Incorporation to (i) give the Company the option to extend the date by which the Company must effect a Business Combination beyond July 18, 2023 up to nine (9) times for an additional (1) month each time to April 18, 2024 upon the deposit into the Trust Account of $80,000 for each calendar month and (ii) eliminate the limitation that the Company may not redeem public shares to the extent that such redemption would result in the Company having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934 of less than $5,000,001.”
Clover Leaf Capital Corp.: Extended the deadline for the Company to consummate an initial business combination from July 22, 2023 to January 22, 2024 (effective 2023-07-20).
“At the Meeting, the Company’s stockholders approved an amendment (the “ Extension Amendment ”) to the Company’s amended and restated certificate of incorporation to extend the date by which the Company must consummate its initial business combination from July 22, 2023 to January 22, 2024, or such earlier date as determined by the Company’s board of directors (the “ Extension ”).”
SunPower Inc.: Amended and Restated Bylaws approved and adopted by the board of directors (effective 2023-07-18).
“On July 18, 2023, the Company’s board of directors approved and adopted the Amended and Restated Bylaws of the Company (the “ Bylaws ”).”
SunPower Inc.: Certificate of Incorporation became effective, including amendments proposed by the Governing Documents Proposal (effective 2023-07-17).
“The Certificate of Incorporation of the Company (the “ Certificate of Incorporation ”), which became effective upon filing with the Secretary of State of the State of Delaware on July 17, 2023, includes the amendments proposed by the Governing Documents Proposals.”
Priveterra Acquisition Corp. II: Amended and restated bylaws to change company name from Tastemaker Acquisition Corp. to Priveterra Acquisition Corp. II (effective 2023-07-17).
“On July 17, 2023, the board of directors of the Company amended and restated the Company’s by laws (the “Amended and Restated By Laws,” effective immediately, to reflect that the Company changed its name from “Tastemaker Acquisition Corp.” to “Priveterra Acquisition Corp. II”.”
T3 Defense Inc.: Amended the company's articles of association to extend the deadline to consummate a business combination from July 23, 2023 to December 23, 2023, with monthly extension options upon deposit (effective 2023-07-21).
“On July 21, 2023, subsequent to the approval by its shareholders of the amended and restated articles of association (the “Amended Articles”) of the Company, the Company filed the Amended Articles with the British Virgin Islands General Registry, effective the same day. The Amended Articles extend the date by which the Company has to consummate a business combination from July 23, 2023 to up to not later than December 23, 2023, extendable by the Company on a monthly basis without further shareholder approval upon deposit of $0.08 per public ordinary share of the Company (the “Top-up Amount”).”
Bluejay Diagnostics, Inc.: Amended certificate of incorporation to implement a 1-for-20 reverse stock split and reduce authorized shares from 100,000,000 to 7,500,000 (effective 2023-07-24).
“At the Annual Meeting of Stockholders of Bluejay Diagnostics, Inc. (the “Company”) held on June 14, 2023 (the “Annual Meeting”), the stockholders of the Company approved an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Charter”) to implement a reverse stock split of the Company’s common stock, par value $0.0001 per share, with the ratio to be determined by the Board of Directors (the “Board”) of the Company, at ratios of 1-for-5, 1-for-10, 1-for-20 or 1-for-25, respectively, and reduce the number of authorized shares of Common Stock under the Charter from 100,000,000 shares to 30,000,000, 15,000,000, 7,500,000 and 6,000,000 respectively. Thereafter, on July 21, 2023, the Company filed a certificate of amendment to its Charter (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware, to implement the 1-for-20 reverse split of its common stock (the “Reverse Stock Split”) and to reduce the number of authorized shares of com”
AGNC Investment Corp.: Amended and restated bylaws to update provisions on stockholder list availability and stockholder nominations and proposals (effective 2023-07-20).
“On July 20, 2023, the board of directors (the “Board”) of AGNC Investment Corp. (the “Corporation”) amended and restated the Corporation’s bylaws, effective immediately (as so amended and restated, the “Bylaws”). The amendments update the provisions regarding the availability of stockholder lists at annual meetings and the requirements for stockholder nominations and proposals.”
TRIUMPH GROUP INC: Reflected new Delaware law provisions regarding officer exculpation (effective 2023-07-21).
“reflect new Delaware law provisions regarding officer exculpation”
TRIUMPH GROUP INC: Increased authorized shares of common stock from 100,000,000 to 200,000,000 (effective 2023-07-21).
“increase the authorized shares of common stock from 100,000,000 to 200,000,000”
KnightSwan Acquisition Corp: Extended deadline to consummate business combination from July 25, 2023 to July 25, 2024 (effective 2023-07-20).
“At the special meeting of the stockholders of KnightSwan Acquisition Corporation (the “ Company ”) held on July 20, 2023 (the “ Special Meeting ”), stockholders of the Company approved an amendment to the Company’s amended and restated certificate of incorporation (the “ Charter ”) to extend the date by which the Company has to consummate a business combination from July 25, 2023 to July 25, 2024 (or such earlier date as determined by the Company’s board of directors) (the “ Charter Amendment ”).”
Longevity Health Holdings, Inc.: Ceased to be a shell company as a result of the Business Combination.
“As a result of the Business Combination, ALPA ceased to be a shell company upon the Closing.”
Longevity Health Holdings, Inc.: New Code of Ethics adopted.
“In connection with the Closing, the Board approved and adopted a new Code of Ethics applicable to directors, officers and employees.”
Longevity Health Holdings, Inc.: Amended and restated bylaws approved and adopted.
“In connection with the Closing, the Board approved and adopted the amended and restated bylaws (the "Bylaws"), which became effective as of the Effective Time.”
Longevity Health Holdings, Inc.: Amended and restated certificate of incorporation adopted.
“On the Closing Date, Carmell amended and restated its existing amended and restated certificate of incorporation.”
Berkshire Grey, Inc.: Effective upon merger, the Company's bylaws were amended and restated in their entirety pursuant to the Merger Agreement (effective 2023-07-20).
“Pursuant to the Merger Agreement, as of the Effective Time, the Company’s bylaws, as in effect immediately prior to the Effective Time, were amended and restated in their entirety.”
Berkshire Grey, Inc.: Effective upon merger, the Company's certificate of incorporation was amended and restated in its entirety pursuant to the Merger Agreement (effective 2023-07-20).
“Pursuant to the Merger Agreement, as of the Effective Time, the Company’s certificate of incorporation, as in effect immediately prior to the Effective Time, was amended and restated in its entirety.”
Chewy, Inc.: Approved and filed an amendment to the Amended and Restated Certificate of Incorporation to require that Securities Act claims be brought only in federal district courts (effective 2023-07-14).
“On July 14, 2023, Chewy, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, as described below under Item 5.07, the stockholders of the Company, among other things, approved an amendment to the Company’s Amended and Restated Certificate of Incorporation, to require that, to the fullest extent permitted by law, claims under the Securities Act of 1933, as amended (the “Securities Act”), be brought only in the federal district courts of the United States of America (the “Charter Amendment”). The Charter Amendment became effective upon the Company’s filing of a Certificate of Amendment to the Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware on July 14, 2023 (the “Certificate of Amendment”).”
Charah Solutions, Inc.: Amended and restated bylaws to reflect the name change (effective 2023-07-13).
“Effective that same date, the Company amended and restated its bylaws to reflect the name change.”
Charah Solutions, Inc.: Amended and restated certificate of incorporation to change name of the company to Charah Solutions, Inc (effective 2023-07-13).
“On July 13, 2023, Acquisition Sub April 2023 Inc. amended and restated its certificate of incorporation to change its name to “Charah Solutions, Inc.” pursuant to the Merger Agreement whereby the Company continues as the surviving corporation in the Merger.”
BioNexus Gene Lab Corp: Reverse stock split (1-for-12) effected by filing an Article of Amendment to the Articles of Incorporation (effective 2023-07-19).
“On July 19, 2023, the Financial Industry Regulatory Authority announced the Revised Reverse Stock Split. On July 20, 2023, the Revised Reverse Stock Split went effective.”
Harvard Apparatus Regenerative Technology, Inc.: Amended and restated Bylaws solely to reflect the name change to Harvard Apparatus Regenerative Technology, Inc (effective 2023-07-20).
“The Company also amended and restated its Amended and Restated Bylaws, solely to reflect the name change (as amended, the “Third Amended and Restated Bylaws”). The Certificate of Amendment and the Third Amended and Restated Bylaws each became effective on July 20, 2023.”
Harvard Apparatus Regenerative Technology, Inc.: Amended Certificate of Incorporation to change company name from Biostage, Inc. to Harvard Apparatus Regenerative Technology, Inc (effective 2023-07-20).
“Harvard Apparatus Regenerative Technology, Inc. (the “Company”) filed an amendment (the “Certificate of Amendment”) to its Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) with the Secretary of State for the State of Delaware to change its name from Biostage, Inc. to Harvard Apparatus Regenerative Technology, Inc. The Company also amended and restated its Amended and Restated Bylaws, solely to reflect the name change (as amended, the “Third Amended and Restated Bylaws”). The Certificate of Amendment and the Third Amended and Restated Bylaws each became effective on July 20, 2023.”
Evolve Transition Infrastructure LP: Amendment to partnership agreement to effect one-for-thirty reverse split of common units (effective 2023-07-17).
“Effective July 17, 2023, Evolve Transition Infrastructure GP LLC (the “General Partner”), the general partner of Evolve Transition Infrastructure LP (the “Partnership”), entered into Amendment No. 3 to Third Amended and Restated Agreement of Limited Partnership of the Partnership (the “Partnership Agreement Amendment”). The Partnership Agreement Amendment was effected to, among other things, make such changes as were necessary and appropriate in connection with the previously announced one-for-thirty reverse split (the “Reverse Split”) of its common units representing limited partner interests in the Partnership (“Common Units”).”
SOLITARIO RESOURCES CORP.: Changed corporate name from Solitario Zinc Corp. to Solitario Resources Corp. via amendment to Articles of Incorporation (effective 2023-07-18).
“the shareholders of Solitario Zinc Corp. (“Solitario”) approved an amendment to Solitario’s Articles of Incorporation to change the name of Solitario to “Solitario Resources Corp.” (the “Amendment”). The Amendment was filed with the Colorado Secretary of State on July 17, 2023 and became effective July 18, 2023.”
Athena Consumer Acquisition Corp.: Stockholders approved amendments to the charter to extend the business combination deadline up to October 22, 2023 and to eliminate certain redemption limitations. The charter amendment was filed on July 19, 2023 (effective 2023-07-19).
“Athena’s stockholders approved (1) a proposal to amend the Existing Athena Charter (the proposed amendment, the “ Extension Amendment ”) to provide Athena with the right to extend the date by which Athena must consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving Athena and one or more businesses (a “ business combination ”) up to three times for an additional one month each time, from July 22, 2023 (the date which is 21 months from the closing date of Athena’s initial public offering (the “ IPO ”) of units) to up to October 22, 2023 (the date which is 24 months from the closing date of the IPO) (the “ Extension Amendment Proposal ”) and (2) a proposal to amend the Existing Athena Charter (the “ Redemption Limitation Amendment ”, together with the Extension Amendment, the “ Charter Amendment ”) to eliminate (i) the limitation that Athena may not redeem public shares in an amount that would cause Athena’s”
Nabors Energy Transition Corp. II: Amended and Restated Memorandum and Articles of Association approved (effective 2023-07-13).
“The Company’s Amended and Restated Memorandum and Articles of Association (as so amended, the “ Memorandum and Articles of Association ”) was approved on July 13, 2023.”
Facts are extracted by an LLM and gated to those whose source quote is present verbatim in the filing text. Coverage is best-effort while backfill and monitoring mature; this is not yet a full-market index. See methodology.