Charter, bylaw, and control-related changes under 8-K Items 5.03/5.05/5.06.
DOMO, INC.: Amended and restated certificate of incorporation to limit liability of certain officers as permitted by Delaware law and make ministerial corrections (effective 2023-07-03).
“An amended and restated certificate of incorporation was filed with the office of the Secretary of State of the State of Delaware on July 3, 2023, and is effective as of that date.”
BGC Group, Inc.: Amended and restated bylaws (effective 2023-07-01).
“on July 1, 2023, as of the Effective Time, BGC Group amended and restated its certificate of incorporation and its bylaws”
BGC Group, Inc.: Amended and restated certificate of incorporation (effective 2023-07-01).
“on July 1, 2023, as of the Effective Time, BGC Group amended and restated its certificate of incorporation and its bylaws”
SHORE BANCSHARES INC: Increased authorized shares of common stock from 35 million to 50 million (effective 2023-07-01).
“SHBI filed Articles of Amendment with the Maryland State Department of Assessments and Taxation for the purposes of amending its Amended and Restated Articles of Incorporation to increase the number of authorized shares of SHBI Common Stock from 35,000,000 to 50,000,000”
SHORE BANCSHARES INC: Amended bylaws to add position and duties of Vice Chairman of the Board.
“SHBI’s Amended and Restated By-Laws were amended to provide for the position of Vice Chairman of the SHBI Board and set forth the duties and responsibilities of the Vice Chairman of the SHBI Board.”
REGIONAL HEALTH PROPERTIES, INC: Filed Articles of Amendment to temporarily increase authorized shares to 61,000,000 and effect Series B Charter Amendments (effective 2023-06-27).
“On June 27, 2023, the Company filed Articles of Amendment (the “ Articles of Amendment ”) to its Amended and Restated Articles of Incorporation (as in effect prior to such Articles of Amendment, the “ Charter ”) with the Secretary of State of the State of Georgia to (i) temporarily increase the authorized number of shares of the Company to 61,000,000 shares, consisting of 55,000,000 shares of common stock and 6,000,000 shares of preferred stock, on the terms of the form of proposed amendments to the Charter set forth as Annex B-1-A to the Proxy Statement/Prospectus, and (ii) effect the Series B Charter Amendments (as defined herein).”
Jefferies Financial Group Inc.: Amended and restated Certificate of Incorporation to authorize a new class of non-voting common stock and make other changes (effective 2023-06-30).
“On June 28, 2023, Jefferies Financial Group Inc. (the “ Company ”) held a virtual special meeting of its shareholders (the “ Special Meeting ”), at which the Company’s shareholders approved an amendment and restatement of the Certificate of Incorporation of the Company (the “ Amended and Restated Certificate of Incorporation ”) to authorize a new class of non-voting common stock, $1.00 par value per share, and make certain other changes to the Certificate of Incorporation of the Company. On June 30, 2023, the Company delivered the Amended and Restated Certificate of Incorporation to the Department of State of the State of New York for filing.”
Bukit Jalil Global Acquisition 1 Ltd.: Company adopted and filed Amended and Restated Memorandum and Articles of Association (effective 2023-06-26).
“On June 26, 2023, the Company adopted and filed its Amended and Restated Memorandum and Articles of Association.”
PHINIA INC.: Approved amendment and restatement of By-Laws effective June 30, 2023 in connection with distribution from BorgWarner.
“The Company also approved an amendment and restatement of the Company’s By-Laws (as so amended and restated, the “Amended and Restated By-Laws”), which became effective at the Effective Time.”
PHINIA INC.: Filed Amended and Restated Certificate of Incorporation effective June 30, 2023 in connection with distribution from BorgWarner (effective 2023-06-30).
“the Company filed an Amended and Restated Certificate of Incorporation (as so amended and restated, the “Amended and Restated Charter”) with the Secretary of State of the State of Delaware, which became effective as of 12:01 a.m. Eastern Daylight time on June 30, 2023 (the “Effective Time”).”
Trinity Capital Inc.: Amendment to declassify the Board of Directors, subject to a four-year sunset (effective 2023-06-28).
“On June 14, 2023, the stockholders of Trinity Capital Inc. (the “Company”) approved a proposal to amend the Articles of Amendment and Restatement of the Company to declassify the Company’s Board of Directors (the “Board”), subject to a four-year sunset, at the Company’s 2023 Annual Meeting of Stockholders. Effective as of June 28, 2023, the Company amended its Articles of Amendment and Restatement to declassify the Company’s Board, subject to a four-year sunset.”
OZOP ENERGY SOLUTIONS, INC.: The Company amended its Articles of Incorporation to increase authorized capital to 7,000,000,000 shares, with 6,990,000,000 shares of common stock and 10,000,000 shares of preferred stock (effective 2023-06-23).
“On June 23, 2023, Ozop Energy Solutions Inc. (the “Company”) filed with the Secretary of State of the State of Nevada an amendment to its Articles of Incorporation (the “Amendment”) to increase is authorized capital to 7,000,000,000 shares, of which 6,990,000,000 shares is designated as common stock and 10,000,000 shares is designated as preferred stock.”
TuHURA Biosciences, Inc./NV: Amendment to Articles of Incorporation to increase authorized shares of common stock from 5,500,000 to 75,000,000 (effective 2023-06-30).
“As described under Proposal 2 of Item 5.07 of this Current Report, on June 30, 2023, the stockholders of Kintara Therapeutics, Inc. (the “Company”) voted at the Company’s reconvened 2023 Annual Meeting of Stockholders (the “Annual Meeting”), which was adjourned on May 8, 2023, May 25, 2023 and June 15, 2023, to approve an amendment to the Company’s Articles of Incorporation, as amended (the “Articles of Incorporation”), to increase the number of authorized shares of common stock, par value of $0.001 per share (“Common Stock”) from 5,500,000 to 75,000,000 shares.”
Ocean Power Technologies, Inc.: Adoption of Series A Certificate of Designations designating Series A Participating Preferred Stock in connection with Tax Benefits Preservation Plan (effective 2023-06-30).
“In connection with the adoption of the Tax Benefits Preservation Plan described in Item 1.01 above, on June 29, 2023, the Board approved the Series A Certificate of Designations to designate the Series A Participating Preferred Stock. The Company intends to file the Series A Certificate of Designations with the Secretary of State of the State of Delaware on June 30, 2023.”
Riot Platforms, Inc.: Amended and restated bylaws effective June 27, 2023, clarifying virtual meeting authority, permitting stockholder written consent, updating stockholder proposal timing and director eligibility requirements, and adding Nevada exclusive forum provision (effective 2023-06-27).
“Effective June 27, 2023, the Board approved and adopted amended and restated bylaws for the Company”
SMITH & WESSON BRANDS, INC.: The board approved amended and restated bylaws removing references to the role of Vice Chairman (effective 2023-06-27).
“On June 27, 2023, the board of directors of Smith & Wesson Brands, Inc., a Nevada corporation approved and adopted amended and restated bylaws of the Company (the “ Amended and Restated Bylaws ”), which are effective immediately.”
WELLS FARGO & COMPANY/MN: Amended and restated By-Laws with changes to stockholder proposals, director nominations, meeting procedures, and other provisions (effective 2023-07-01).
“On June 27, 2023, the Board of Directors (the “ Board ”) of Wells Fargo & Company (the “ Company ”) approved and adopted the Company’s By-Laws (as amended and restated, the “ By-Laws ”), effective July 1, 2023.”
Marpai, Inc.: Reverse stock split at 1-for-4 ratio (effective 2023-06-29).
“Effective as of June 29, 2023, Marpai, Inc. (the “Company”) effected a reverse stock split of its outstanding shares of Class A common stock (the “common stock”) at a ratio of one-for-four (the “Reverse Split”).”
Banzai International, Inc.: Filed extension amendment to extend business combination deadline from June 28, 2023 to December 28, 2023 (effective 2023-06-27).
“On June 27, 2023, 7GC & Co. Holdings Inc. (the “ Company ”) filed a second amendment to the Company’s Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware (the “ Extension Amendment ”).”
New Mountain Guardian III BDC, L.L.C.: Company entered into Fourth Amended and Restated LLC Agreement, effective June 28, 2023, amending its operating agreement (effective 2023-06-28).
“New Mountain Guardian III BDC, L.L.C. (the " Company ") entered into a Fourth Amended and Restated Limited Liability Company Agreement (the " Fourth A&R LLC Agreement "), which amends and restates the agreement that sets forth the terms pursuant to which the Company is operated, effective as of June 28, 2023.”
Inhibikase Therapeutics, Inc.: 1-for-6 reverse stock split via charter amendment (effective 2023-06-30).
“On June 28, 2023, Inhibikase Therapeutics, Inc. (the “Company”) filed a Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company with the Secretary of State of the State of Delaware (the “Certificate of Amendment”) to effect a 1-for-6 reverse stock split (the “Reverse Stock Split”) of the shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), on June 30, 2023.”
Doma Holdings, Inc.: Reverse stock split 1-for-25 and corresponding adjustment to authorized capital stock (effective 2023-06-29).
“On June 29, 2023, Doma Holdings, Inc. (the “Company” or “Doma”) filed with the Secretary of State of the State of Delaware a Certificate of Amendment to its Certificate of Incorporation (the “Charter Amendment”) to effect a 1-for-25 reverse stock split of the Company’s common stock (the “Reverse Stock Split”) and a corresponding adjustment to its authorized capital stock, effective as of 11:59 p.m. Eastern Daylight Time on June 29, 2023.”
Evelo Biosciences, Inc.: Effected a 1-for-20 reverse stock split by filing a Certificate of Amendment to the Restated Certificate of Incorporation (effective 2023-06-29).
“On June 29, 2023, the Company filed with the Secretary of State of the State of Delaware a certificate of amendment (the “ Certificate of Amendment ”) to amend the Company’s Certificate of Incorporation to effect the Reverse Stock Split. The Reverse Stock Split became effective at 5:00 p.m., Eastern Time, on June 29, 2023.”
JRSIS HEALTH CARE Corp: Addition of 2,000,000 shares of Preferred Stock, $0.0001 par value, with board authorization to designate series.
“The Articles of Amendment also amend the authorized capital stock by adding two million (2,000,000) shares of Preferred Stock, $0.0001 par value.”
JRSIS HEALTH CARE Corp: One-for-ten reverse stock split of outstanding common stock (effective 2023-06-29).
“The Articles of Amendment provide that at 6:30 P.M. Eastern Time on June 29, 2023 a one-for-ten reverse split of the outstanding common stock will be effective.”
Trevi Therapeutics, Inc.: Amended certificate of incorporation to update director exculpation provision to include certain senior corporate officers (effective 2023-06-28).
“On June 28, 2023, Trevi Therapeutics, Inc., a Delaware corporation (the “Company”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved an amendment (the “Amendment”) to the Company’s restated certificate of incorporation (“Certificate of Incorporation”) to update the existing director exculpation provision to include certain of the Company’s senior corporate officers. The Amendment became effective upon the Company’s filing of a Certificate of Amendment to the Restated Certificate of Incorporation with the Secretary of State of the State of Delaware on June 28, 2023 (the “Certificate of Amendment”).”
Processa Pharmaceuticals, Inc.: Increased authorized shares of common stock from 50,000,000 to 100,000,000 (effective 2023-06-27).
“Effective June 27, 2023, Processa Pharmaceuticals, Inc. (the “Company” or “us” or “we”) filed an amendment to its Fourth Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to increase the number of authorized shares of common stock from 50,000,000 shares to 100,000,000 shares (the “Amendment”).”
Thunder Energies Corp: Company states it is not a shell corporation and provides clarification regarding its shell status classification by OTC Markets.
“Thunder Energies Corporation is not currently a shell corporation nor has it ever been a shell corporation.”
TWILIO INC: Filed a Certificate of Retirement to retire shares of Class B Common Stock and reduce authorized capital stock (effective 2023-06-28).
“As described under Item 3.03, on June 28, 2023, the Company filed the Certificate of Retirement with the Secretary of State of the State of Delaware to effect the retirement of the shares of Class B common stock that were issued but not outstanding following the Conversion and to accordingly reduce the Company’s total number of authorized shares of capital stock by the number of retired shares of Class B Common Stock.”
First Foundation Inc.: Amended and restated bylaws to implement corporate governance changes, including modifications to stockholder nomination procedures (effective 2023-06-23).
“On June 23, 2023, the Board of Directors (the “Board”) of First Foundation Inc. (“Company”) amended and restated the Company’s bylaws (the “Amended Bylaws”), effective immediately. The Amended Bylaws implement certain corporate governance changes to which the Company agreed under the terms of the previously announced Settlement Agreement dated April 25, 2023, with Driver Opportunity Partners I LP, Driver Management Company LLC, and J. Abbott R. Cooper in connection with the action Driver v. Briggs et al. in the Delaware Court of Chancery. The changes include (i) modifying Section 2.2(g) to provide that the Board and/or its Nominating and Corporate Governance Committee has the non-delegable authority to determine whether a stockholder nomination of a Board candidate or business proposed to be voted upon is properly brought before a meeting of stockholders, rather than the chair of meeting; (ii) adding a new Section 2.2(j) requiring that the Board and/or its Nominating and Corporate Gove”
ABUNDIA GLOBAL IMPACT GROUP, INC.: Amended the quorum for stockholder meetings to one-third (33.33%) of shares issued and outstanding and entitled to vote (effective 2023-06-26).
“On June 26, 2023, the Company’s board of directors approved an amendment of the Company’s Amended and Restated Bylaws (the “Bylaws”) to change the quorum for stockholder meetings to one-third (33.33%) of the shares issued and outstanding and entitled to vote on the matters at the meeting.”
MASIMO CORP: Amendment to provide for phased-in declassification of the board of directors (effective 2023-06-28).
“At the Meeting, the stockholders of the Company approved an amendment (the “Amendment”) to the Amended and Restated Certificate of Incorporation of the Company (the “Certificate of Incorporation”) to provide for the phased-in declassification of the Company’s board of directors. A description of the Amendment is provided in “Proposal 5 – To Approve an Amendment to the Amended and Restated Certificate of Incorporation to Provide For the Phased-In Declassification of Our Board of Directors” of the Company’s definitive proxy statement filed with the Securities and Exchange Commission on May 24, 2023, as amended (the “Proxy Statement”), which description and text are incorporated herein by reference. The Amendment became effective upon the Company’s filing of a Certificate of Amendment to the Certificate of Incorporation with the Secretary of State of the State of Delaware on June 28, 2023 (the “Certificate of Amendment”).”
Fossil Group, Inc.: Amended Article VI of the certificate of incorporation to update officer exculpation provisions (effective 2023-05-25).
“the Company amended Article VI of its Third Amended and Restated Certificate of Incorporation to update the exculpation provisions contained therein (the “Charter Amendment”). The Charter Amendment became effective upon filing with the Secretary of State of the State of Delaware on May 25, 2023.”
Allarity Therapeutics, Inc.: Filed Fourth Certificate of Amendment to effect a 1-for-40 reverse stock split of common stock (effective 2023-06-28).
“On June 28, 2023, upon receipt of the required stockholder approval, Allarity Therapeutics, Inc. (the “Company”) filed a Fourth Certificate of Amendment of Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of Delaware to effect a 1-for-40 reverse stock split of the shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), effective as of 4:05 p.m. (New York time) on June 28, 2023 (the “Reverse Stock Split”).”
LF Capital Acquisition Corp. II: Extended deadline to consummate a business combination from August 19, 2023 to November 19, 2023, and increased number of one-month extensions from six to nine (effective 2023-06-27).
“the Company filed an amendment (the “Charter Amendment”) to the Company’s Amended & Restated Certificate of Incorporation (the “Charter”) with the Secretary of State of the State of Delaware. The Charter Amendment extended the date by which the Company has to consummate a business combination from August 19, 2023 to November 19, 2023 (the “Extended Date”), by increasing the number of one-month extensions of the deadline to complete the initial business combination from six to nine”
Mountain Crest Acquisition Corp. IV: Extended business combination period from July 2, 2023 to January 2, 2024 (effective 2023-06-22).
“As approved by its stockholders at the special meeting of Stockholders held on June 22, 2023 (the “Special Meeting”), Mountain Crest Acquisition Corp IV (“SPAC”) filed an amendment to its Amended and Restated Certificate of Incorporation with the Delaware Secretary of State on June 22, 2023 (the “Extension Amendment”), giving SPAC the right to extend the time for SPAC to complete its business combination (the “Business Combination Period”) from July 2, 2023 to January 2, 2024.”
Golden Falcon Acquisition Corp.: Approved and filed certificate of amendment to extend the business combination deadline from June 22, 2023 to July 24, 2023, with potential further extension to August 24, 2023 (effective 2023-06-22).
“The stockholders approved the proposal to amend the Company’s Charter, in the form set forth as Annex A to the proxy statement (the “Charter Amendment”), to extend the date by which the Company has to consummate a business combination (the “Extension”) from June 22, 2023 to July 24, 2023, and to allow the Company, if needed, without another stockholder vote, upon request by Golden Falcon Sponsor Group, LLC and approval by the Company’s board of directors (the “Board”), to further extend the date by which the Company has to consummate a business combination from July 24, 2023 to August 24, 2023, or such earlier date as determined by the Board (such date actually extended being referred to as the “Extended Date”).”
Proterra Inc: Increased authorized shares of Common Stock from 500,000,000 to 1,000,000,000 (effective 2023-06-27).
“On June 23, 2023, Proterra Inc (the “Company”) held its 2023 Annual Meeting of Stockholders virtually via audio webcast (the “Annual Meeting”). At the Annual Meeting, as described below under Item 5.07, the stockholders of the Company approved an amendment to the Company’s Certificate of Incorporation, as amended (the “Certificate of Incorporation”), to increase the total number of authorized shares of the Company’s Common Stock from 500,000,000 shares to 1,000,000,000 shares (the “Amendment”). The Amendment became effective upon the Company’s filing of a Certificate of Amendment to the Certificate of Incorporation with the Secretary of State of Delaware on June 27, 2023 (the “Certificate of Amendment”).”
Qualtrics International Inc.: Amended and restated bylaws in connection with merger.
“Qualtrics’ certificate of incorporation and bylaws were amended and restated in their entirety.”
Qualtrics International Inc.: Amended and restated certificate of incorporation in connection with merger.
“Qualtrics’ certificate of incorporation and bylaws were amended and restated in their entirety.”
Sphere 3D Corp.: Articles of Amendment filed to effect a 1-for-7 share consolidation of common shares (effective 2023-06-28).
“On June 28, 2023, Sphere 3D Corp. (the "Company") filed Articles of Amendment to effectuate a share consolidation (the "Share Consolidation") of its issued and outstanding common shares on a 1-for-7 basis.”
Authentic Holdings, Inc.: Amended and restated Certificate of Designation for Series B Preferred Stock to reduce authorized shares to 400,000, revise liquidation preference to parity with common and Series C, and remove dividend rights except as declared by board; created Series D Preferred Stock with 100,000 shares, no divi (effective 2023-06-20).
“On June 20, 2023, the Board of Director and the outstanding shareholders of the Series B Preferred Stock consented to amend and restate the Certificate of Designation for the Series B Preferred Stock, par value $0.001 per share, to (i) reduce the number of authorized preferred stock designated to the Series B Preferred Stock to 400,000 shares, (ii) revise the liquidation preference of the Series B Preferred Stock from a preferred payout to a parity payout in any liquidation with the common stock and Series C Preferred Stock of the Company, and (iii) to change the language with respect to dividends, such that the Series B Preferred Stock shall have no dividend rights except as may be declared by the Board in its sole and absolute discretion, out of funds legally available for that purpose. On June 20, 2023, the Board of Directors created, out of the available shares of preferred stock, par value $0.001 per share, a series of preferred stock known as “Series D Preferred Stock” consisting”
National CineMedia, Inc.: Filed Certificate of Designation for Series A Preferred Stock, designating 5,000,000 shares with voting rights (effective 2023-06-27).
“On June 27, 2023, the Company filed a Certificate of Designation for the Company’s Series A Preferred Stock with the Secretary of State (the “Certificate of Designation”).”
BROADWIND, INC.: On June 26, 2023, the Board approved and adopted an amendment and restatement of the Company’s Bylaws (Fourth Amended and Restated Bylaws) reflecting amendments to the DGCL, updating stockholder nomination procedures under Rule 14a-19, modifying director/officer resignation provisions, and incorpora (effective 2023-06-26).
“On June 26, 2023, the board of directors (the “Board”) of Broadwind, Inc. (the “Company”) approved and adopted an amendment and restatement of the Company’s Bylaws (as amended and restated, the “Fourth Amended and Restated Bylaws”), in connection with the Board’s periodic review of recent developments involving corporate governance practices, the Delaware General Corporation Law (the “DGCL”) and the rules and regulations promulgated by the U.S. Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).”
Monster Beverage Corp: Adopted Third Amended and Restated By-laws to address universal proxy rules, recent changes to DGCL, and other updates including board vacancies, board size alterations, and officer provisions (effective 2023-06-22).
“On June 22, 2023, the Board of Directors (the “Board”) of the Company approved the Third Amended and Restated By-laws of the Company (the “By-laws”), effective the same day.”
Monster Beverage Corp: Increased authorized common shares from 1,250,000,000 to 5,000,000,000 and added officer exculpation provisions (effective 2023-06-23).
“On June 23, 2023, the Company filed the Second Amended and Restated Certificate of Incorporation of the Company with the Secretary of State of the State of Delaware.”
Coyni, Inc.: Changed company name to Coyni, Inc (effective 2023-06-23).
“the State of Nevada accepted the amendment of the Company’s Articles of Incorporation changing the name of the Company to “Coyni, Inc.””
Drilling Tools International Corp: ROC ceased to be a shell company as a result of the Business Combination.
“As a result of the Business Combination, ROC ceased to be a shell company.”
Drilling Tools International Corp: Adopted a new code of business conduct applicable to all employees, officers and directors.
“On the Closing Date, in connection with the Closing, the Board adopted a new code of business conduct applicable to all of DTIC's employees, officers and directors.”
Drilling Tools International Corp: Adopted Amended and Restated Bylaws, effective upon consummation of the Business Combination.
“the Board approved and adopted DTIC's Amended and Restated Bylaws, which became effective upon the consummation of the Business Combination.”
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.