Revelstone Capital Acquisition Corp.: Amended charter to extend business combination deadline to December 21, 2023 on a month-to-month basis and removed net tangible asset requirement of $5,000,001 (effective 2023-06-15).
“As approved by its stockholders at the Special Meeting held on June 14, 2023, the Company filed an amendment to its second amended and restated certificate of incorporation (the “ Charter ”) with the Delaware Secretary of State on June 15, 2023 (the “ Charter Amendment ”), (a) giving the Company the right to extend the date by which it has to complete a business combination to December 21, 2023, and (b) to change Section 9.2 (a) of the Charter to remove the net tangible asset requirement so that the Company need not have net tangible assets of at least $5,000,001 to consummate a business combination.”
Zalatoris Acquisition Corp.
Zalatoris Acquisition Corp.: Stockholders approved an amendment to the certificate of incorporation to change the structure and cost of the company's right to extend the termination date for a business combination by up to nine one-month extensions to March 14, 2024, with specific deposit requirements (effective 2023-06-12).
“On June 12, 2023, the stockholders of the Company approved the Charter Amendment at the Stockholder 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 common stock included as part of the units sold in the Company’s initial public offering.”
LOCLLocal Bounti Corporation/DE
Local Bounti Corporation/DE: Filed certificate of amendment to effect a 1-for-13 reverse stock split of common stock (effective 2023-06-15).
“On June 14, 2023, Local Bounti Corporation (the “Company”) filed with the Secretary of State of the State of Delaware a certificate of amendment (the “Certificate of Amendment”) to the Company’s Certificate of Incorporation to effect a 1-for-13 reverse stock split (the “Reverse Stock Split”) of its common stock, par value $0.0001 per share (“Common Stock”).”
CVENT HOLDING CORP.
CVENT HOLDING CORP.: Bylaws of Merger Sub became bylaws of surviving corporation.
“at the Effective Time, the Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, became the bylaws of the Surviving Corporation”
CVENT HOLDING CORP.
CVENT HOLDING CORP.: Certificate of Incorporation amended and restated in connection with merger.
“at the Effective Time, the Certificate of Incorporation of the Company was amended and restated in its entirety”
EMPDEmpery Digital Inc.
Empery Digital Inc.: Amendment to increase authorized common shares from 100,000,000 to 250,000,000 (effective 2023-06-15).
“A Certificate of Amendment to the Company's Second Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) was filed with the Secretary of State of the State of Delaware to effect the Authorized Share Increase on June 15, 2023.”
TLSITriSalus Life Sciences, Inc.
TriSalus Life Sciences, Inc.: Amended charter to extend business combination deadline to Sept 22, 2023, change authorized share increase vote standard, add Class B-to-Class A conversion right, and remove redemption limitation on net tangible assets (effective 2023-06-12).
“On June 12, 2023, the Company held a special meeting of stockholders (the “Meeting”). At the Meeting, the Company’s stockholders approved (1) an amendment to the Company’s Amended and Restated Certificate of Incorporation, including the amendment thereto (the “Charter”), to extend the date by which the Company must consummate its Business Combination from June 22, 2023 to September 22, 2023 (or such earlier date as determined by the Board); (2) an amendment to the Charter such that subject to the rights of the holders of any outstanding class of preferred stock, the number of authorized shares of any class of common stock or preferred stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the outstanding shares of the Company’s capital stock entitled to vote thereon, irrespective of the provisions of Section 242(b)(2) of the Delaware General Corporation Law; (3) an amendment to the Charte”
SMTKSmartKem, Inc.
SmartKem, Inc.: Filed Certificate of Designation for Series A-1 Preferred Stock, designating 18,000 shares and setting terms (effective 2023-06-14).
“On June 14, 2023, the Company filed a Certificate of Designation of Preferences, Rights and Limitations with the Secretary of State of the State of Delaware designating 18,000 shares out of the authorized but unissued shares of its preferred stock as Series A-1 Preferred Stock with a stated value of $1,000 per share”
ATI Physical Therapy, Inc.
ATI Physical Therapy, Inc.: Incorporates by reference information regarding amendments to articles of incorporation or bylaws from Item 1.01, but no description of the change is provided.
“The information required by this Item 5.03 set forth under Item 1.01 above related to the A&R Series A COD and Series B COD is hereby incorporated by reference in response to this Item.”
Crown Electrokinetics Corp.
Crown Electrokinetics Corp.: Increased authorized shares of common stock from an unspecified amount to 800,000,000 shares (effective 2023-06-09).
“on June 9, 2023, the Company filed a Certificate of Amendment (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware to amend its Articles of Incorporation, as amended, to increase the number of authorized shares of common stock, par value $0.0001 per share, to 800,000,000 shares.”
MTWOM2i Global, Inc.
M2i Global, Inc.: Amended Certificate of Incorporation to change corporate name from 'Inky, Inc.' to 'M2I Global, Inc.' (effective 2023-06-07).
“On June 7, 2023, the Company (“M2I Global, Inc.”) (formerly known as “Inky Inc.”) filed with the Secretary of State of Nevada an Amendment to the Certificate of Incorporation to change its corporate name from “Inky, Inc.”, to “M2I Global, Inc.”, effective June 7, 2023.”
ONCBeOne Medicines Ltd.
BeOne Medicines Ltd.: Shareholders approved Seventh Amended and Restated Memorandum and Articles of Association to comply with HK Listing Rules, with changes to inspection of register, annual meeting, meetings proceedings, votes, director terms, and auditor provisions (effective 2023-06-15).
“On June 15, 2023, at the 2023 Annual General Meeting of Shareholders (the “Annual Meeting”) of BeiGene, Ltd. (the “Company”), the Company’s shareholders approved the Seventh Amended and Restated Memorandum and Articles of Association of the Company (the “Seventh Restated Articles”), which amended the Sixth Amended and Restated Memorandum and Articles of Association of the Company (the “Existing Articles”) to comply with the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong (the “HK Listing Rules”).”
ALECAlector, Inc.
Alector, Inc.: Amended and restated bylaws to enhance stockholder nomination procedures, adopt universal proxy rules, conform to DGCL amendments, update director/officer provisions, and make ministerial changes (effective 2023-06-15).
“On June 10, 2023, the Board of Directors (the “Board”) of Alector, Inc. (“Alector”) approved Alector’s Amended and Restated Bylaws (the “Bylaws”) effective as of June 15, 2023. The Bylaws were amended and restated to, among other things: • enhance procedural mechanics and disclosure requirements in connection with stockholder nominations of directors and submissions of proposals regarding other business at Alector’s annual meeting of stockholders (except for proposals properly made in accordance with Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), including by requiring additional background information and disclosures regarding proposing stockholders, proposed nominees and business, and other persons related to a stockholder’s solicitation of proxies; • change certain provisions relating to stockholder nominees for election as a director to address the new “universal proxy rules” in accordance with Rule 14a-19 under the Exchange Act; • revise ce”
Enviva Inc.
Enviva Inc.: Amended certificate of incorporation to limit personal liability of officers for monetary damages for breach of fiduciary duty of care, as permitted by Delaware law (effective 2023-06-15).
“The Amendment limits the personal liability of certain of the Company’s officers to its stockholders for monetary damages for breach of their fiduciary duty of care (but not the fiduciary duty of loyalty), subject to the limitations set forth in the Delaware General Corporation Law (the “DGCL”).”
OMFOneMain Holdings, Inc.
OneMain Holdings, Inc.: Bylaws amended to provide for director nominees to be elected by a majority, rather than a plurality, of votes in uncontested elections (effective 2023-06-13).
“On Tuesday, June 13, 2023, the stockholders of OneMain Holdings, Inc. (the “Company”) approved, effective as of such date, the amendment to the Company’s bylaws (the “Bylaws”) to provide for director nominees to be elected by a majority, rather than a plurality, of votes in uncontested elections (the “Majority Voting Proposal”), as described below.”
ALOYREALLOYS INC.
REALLOYS INC.: Established Series B Convertible Preferred Stock with terms as set forth in Certificate of Designation (effective 2023-06-08).
“On June 8, 2023, the board of directors of the Company unanimously adopted resolutions establishing and authorizing the issuance of 2,400,000 shares of a series of Company Preferred Stock to be known as the Series B Convertible Preferred Stock (the "Series B Stock") with the voting powers, designations, preferences, limitations, restrictions and relative rights set forth in a Certificate of Designation for the Series B Stock (the “Designation”).”
SYBXSYNLOGIC, INC.
SYNLOGIC, INC.: Added Article X to the Amended and Restated Certificate of Incorporation to permit exculpation of officers for breaches of fiduciary duty of care (effective 2023-06-15).
“The Amendment became effective upon the Company’s filing of a Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Synlogic, Inc. with the Secretary of State of Delaware on June 15, 2023”
IZEAIZEA Worldwide, Inc.
IZEA Worldwide, Inc.: Reverse stock split at a ratio of 1-for-4, effective June 16, 2023, by filing a Certificate of Change with the Nevada Secretary of State (effective 2023-06-16).
“On June 14, 2023, IZEA Worldwide, Inc. (the “Company”) filed a Certificate of Change with the Nevada Secretary of State to effect a reverse stock split of the Company's issued and outstanding shares of common stock, par value $0.0001 per share (the "Common Stock"), at a ratio of 1-for-4 (the "Reverse Stock Split"). The Reverse Stock Split will be effective at 12:01 am, Pacific Time, on June 16, 2023 (the "Effective Date").”
ESPREsperion Therapeutics, Inc.
Esperion Therapeutics, Inc.: Increase in authorized shares of common stock from 240,000,000 to 480,000,000 (effective 2023-06-15).
“On June 15, 2023, the Company filed a certificate of amendment to its amended and restated certificate of incorporation (the “Charter Amendment”) with the Secretary of State of the State of Delaware to increase the authorized shares of common stock from 240,000,000 to 480,000,000.”
SCNXScienture Holdings, Inc.
Scienture Holdings, Inc.: Stockholders authorized the Board to amend and restate Article V, Subsection 3 of the Second Amended and Restated Certificate of Incorporation to effect a reverse stock split at a ratio ranging from one-for-ten to one-for-hundred, at the Board's discretion, by December 31, 2023.
“The stockholders of the Company authorized the Board of Directors of the Company in its sole and absolute discretion, and without further action of the stockholders, to file a Certificate of Amendment at the 2023 Annual Meeting, which amends and restates subsection 3 of Article V ( Reverse Stock Split of Outstanding Common Stock ) to effect a reverse split of the Company’s issued and outstanding common stock, par value $0.00001 per share, at a ratio to be determined by the Board, ranging from one-for-ten to one-for-one hundred”
ModivCare Inc
ModivCare Inc: Adopted conforming bylaw amendment to remove provisions relating to classified board structure (effective 2023-06-13).
“The Board also approved, conditioned and effective upon stockholder approval and filing of the Charter Amendment, conforming amendments to the Amended and Restated Bylaws of the Company (the “Bylaw Amendment”) to remove provisions relating to the classified board structure.”
ModivCare Inc
ModivCare Inc: Amended charter to phase out classified board structure, transitioning to annual election of directors (effective 2023-06-13).
“the Company’s stockholders approved a proposal to amend the Company’s Second Amended and Restated Certificate of Incorporation, as amended (the “Charter”), to phase out the Company’s classified board structure and provide for the annual election of directors (the “Charter Amendment”).”
CAPRCAPRICOR THERAPEUTICS, INC.
CAPRICOR THERAPEUTICS, INC.: Filed Certificate of Correction voiding the Certificate of Amendment, leaving Certificate of Incorporation unchanged (effective 2023-06-15).
“On June 15, the Company filed the Certificate of Correction with the Secretary of State of the State of Delaware voiding the Certificate of Amendment and causing the Certificate of Incorporation of the Company to remain unchanged from the Certificate of Incorporation of the Company as in effect prior to June 13, 2023.”
IMAXIMAX CORP
IMAX CORP: Shareholders confirmed amendments to the Amended and Restated By-Law No. 1 to update procedural and disclosure requirements for director nominations in light of Rule 14a-19.
“At the Meeting, the Company’s shareholders confirmed amendments to the Company’s Amended and Restated By-Law No. 1 by way of repeal and replacement (as amended, the “By-Law”). The amendments update certain procedural and disclosure requirements for director nominations made by shareholders in light of Rule 14a-19 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).”
REGNREGENERON PHARMACEUTICALS, INC.
REGENERON PHARMACEUTICALS, INC.: Amendment to by-laws to permit election of two Co-Chairs of the Board, with either Co-Chair able to exercise full powers (effective 2023-06-09).
“The Amendment provides that the Board from time to time may elect two persons to serve as Co-Chairs of the Board and that, if there are Co-Chairs, either Co-Chair may exercise the full powers and authorities of the office.”
ROPROPER TECHNOLOGIES INC
ROPER TECHNOLOGIES INC: Amendment to Restated Certificate of Incorporation to permit exculpation of officers (effective 2023-06-13).
“Proposal 5: Approval of an amendment to and restatement of the Company’s Restated Certificate of Incorporation to permit the exculpation of officers.”
MTHMeritage Homes CORP
Meritage Homes CORP: Increased maximum Board size from eleven to twelve members (effective 2023-06-14).
“On June 14, 2023, the Company's Board of Directors adopted an amendment to Article II, Section 2 of the Company’s Amended and Restated Bylaws to increase the maximum size of the Board of Directors from eleven to twelve members.”
TOLToll Brothers, Inc.
Toll Brothers, Inc.: Amended and restated bylaws to revise procedural and disclosure requirements for stockholder proposals and director nominations, including updates for universal proxy card rules and Delaware law (effective 2023-06-13).
“On June 13, 2023, the Board of Directors (the “Board”) of Toll Brothers, Inc. (the “Company”) approved an amendment and restatement of the bylaws of the Company (the “Amended Bylaws”), which became effective the same day.”
ATEKAthena Technology Acquisition Corp. II
Athena Technology Acquisition Corp. II: Amended charter to extend the date by which the company must consummate an initial business combination and provide holders of Class B common stock the right to convert into Class A common stock prior to a business combination (effective 2023-06-13).
“As approved by its stockholders at the Special Meeting, on June 13, 2023 the Company filed an amendment (the “Extension Amendment”) to its charter with the Secretary of State of the State of Delaware. The Extension Amendment (i) extends the date by which the Company must consummate its initial business combination from the Current Outside Date to up to the Extended Date and (ii) provides holders of the Company’s Class B common stock, par value $0.0001 per share (“Class B common stock”), the right to convert any and all of their Class B common stock into Class A common stock, par value $0.0001 per share, of the Company (“Class A common stock” and, together with the Class B common stock, the “common stock”) on a one-for-one basis prior to the closing of a business combination at the election of the holder.”
NPWRNET Power Inc.
NET Power Inc.: Ceased to be a shell company upon closing of business combination (effective 2023-06-08).
“the Company ceased to be a shell company upon the Closing”
NPWRNET Power Inc.
NET Power Inc.: Adopted new code of ethics applicable to directors, executive officers and employees (effective 2023-06-08).
“on June 8, 2023, the Board approved and adopted a new code of ethics that applies to all of its directors, executive officers and other employees”
NPWRNET Power Inc.
NET Power Inc.: Adopted new Delaware certificate of incorporation in connection with business combination (effective 2023-06-08).
“filed a Delaware certificate of incorporation (the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware”
Healthcare AI Acquisition Corp.
Healthcare AI Acquisition Corp.: Approved an amendment to the Letter Agreement to allow sponsor to transfer holdings prior to expiration of lock-up (effective 2023-06-09).
“In addition, a proposal was approved as an ordinary resolution, an amendment to the Letter Agreement, to allow the Sponsor to transfer its holdings in the Company prior to the expiration of the applicable lock-up (the “ Letter Agreement Amendment Proposal ”).”
Healthcare AI Acquisition Corp.
Healthcare AI Acquisition Corp.: Approved amendments to extend business combination deadline to June 14, 2024, remove redemption limitation, and allow founder share conversion on a one-for-one basis (effective 2023-06-09).
“As approved by its shareholders at the Special Meeting held on June 9, 2023, the following proposals were approved: (a) as a special resolution, giving the Company the right to extend the date by which it has to complete a business combination to June 14, 2024 by depositing into the Company’s trust account held by the Trustee (the “ Trust Account ”), the amount of $50,000 for each one-month extension (the “ Extension Amendment Proposal ”); (b) 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 (the “ Redemption Limitation ”) in order to allow the Company to redeem Public Shares irrespective of whether such redemption would exceed th”
Patria Latin American Opportunity Acquisition Corp.
Patria Latin American Opportunity Acquisition Corp.: Approved amendments to the Amended and Restated Memorandum and Articles of Association to extend the business combination deadline, eliminate the redemption limitation, allow founder share conversion, and permit adjournment of the meeting (effective 2023-06-12).
“On June 12, 2023, the Company held an extraordinary general meeting of the Company’s shareholders (the “Extraordinary General Meeting”). At the Extraordinary General Meeting, the Company’s shareholders approved amendments (the “Articles Amendment”) to the Company’s Amended and Restated Memorandum and Articles of Association (the “Articles”) to: (i) extend the date (the “Termination Date”) by which the Company has to consummate an initial business combination from June 14, 2023 (the date which is 15 months from the closing date of the Company’s initial public offering of shares of Class A shares) (the “IPO”) (the “Original Termination Date”) to June 14, 2024 (the date which is 27 months from the closing date of the Company’s IPO) (the “Articles Extension Date”), or such earlier date as determined by the Company’s board of directors (“Board”), and to allow the Board, without another shareholder vote, to extend the period of time to consummate the initial business combination on a monthly”
GLUEMonte Rosa Therapeutics, Inc.
Monte Rosa Therapeutics, Inc.: Amendment to Fourth Amended and Restated Certificate of Incorporation to limit liability of certain officers as permitted by Delaware law (effective 2023-06-14).
“As further described in Item 5.07 to this Current Report on Form 8-K, at the Annual Meeting, the Company’s stockholders approved an amendment (the “Amendment”) to the Company’s Fourth Amended and Restated Certificate of Incorporation to limit the liability of certain officers of the Company as permitted by recent amendments to Delaware law. On June 14, 2023, the Company filed a Certificate of Amendment to the Company’s Fourth Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware and the Certificate of Amendment became effective on filing.”
EdtechX Holdings Acquisition Corp. II
EdtechX Holdings Acquisition Corp. II: Amended the certificate of incorporation to extend the deadline to consummate a business combination from June 15, 2023 to December 15, 2023 (or March 15, 2024 if a registration statement on Form S-4 is filed by December 15, 2023) (effective 2023-06-13).
“a proposal to amend EdtechX’s amended and restated certificate of incorporation to extend the date by which EdtechX has to consummate a business combination from June 15, 2023 to December 15, 2023 (or March 15, 2024 if EdtechX has filed its registration statement on Form S-4 for its proposed business combination with zSpace Inc. with the Securities and Exchange Commission but such transaction has not been completed by December 15, 2023).”
ATI Physical Therapy, Inc.
ATI Physical Therapy, Inc.: Amendment to Certificate of Incorporation to effect a 1-for-50 reverse stock split of Class A Common Stock (effective 2023-06-14).
“On June 14, 2023, ATI Physical Therapy, Inc. (the “Company”) filed a Certificate of Amendment to its Third Amended and Restated Certificate of Incorporation (the “Amendment”) with the Secretary of State of the State of Delaware to effect a one-for-fifty (1-for-50) reverse stock split (the “Reverse Stock Split”) of its outstanding Class A Common Stock, par value $0.0001 per share (the “Common Stock”).”
ASRTAssertio Holdings, Inc.
Assertio Holdings, Inc.: Amended quorum requirement for stockholder meetings from a majority to one-third of voting power present in person or by proxy (effective 2023-06-12).
“On June 12, 2023, the board of directors of Assertio Holdings, Inc., a Delaware corporation (the “ Company ”), approved and adopted an amendment to the Company’s Amended and Restated Bylaws (the “ Bylaws ”), effective immediately, in order to amend the quorum requirement set forth in the first sentence of Article II, Section 2.6 of the Bylaws, such that, at any meeting of the stockholders of the Company, one-third of the voting power of the stock outstanding and entitled to vote at the meeting, present in person or represented by proxy, shall constitute a quorum for the transaction of business.”
Inozyme Pharma, Inc.
Inozyme Pharma, Inc.: Approved an amendment and restatement of the company's bylaws, effective immediately, including changes related to universal proxy rules, stockholder nominations, meeting procedures, and emergency provisions (effective 2023-06-13).
“On June 13, 2023, the Board of Directors (the “Board”) of Inozyme Pharma, Inc. (the “Company”) approved an amendment and restatement of the Company’s amended and restated bylaws (as so amended and restated, the “Amended and Restated Bylaws”), effective immediately.”
RRRRed Rock Resorts, Inc.
Red Rock Resorts, Inc.: Amended certificate of incorporation to limit liability of certain officers (effective 2023-06-13).
“On June 13, 2023, Red Rock Resorts, Inc. (the “Company”) filed a certificate of amendment to the Company’s amended and restated certificate of incorporation (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware. The Certificate of Amendment amends the Company’s amended and restated certificate of incorporation, which was filed with the Secretary of State of the State of Delaware on April 26, 2016 (the “Restated Certificate“). The Certificate of Amendment amends Article X of the Restated Certificate to limit the liability of certain officers of the Company as permitted by Delaware law.”
EOLSEvolus, Inc.
Evolus, Inc.: Increased authorized common shares from 100,000,000 to 200,000,000 (effective 2023-06-12).
“At the Annual Meeting the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the number of shares of common stock the Company is authorized to issue from 100,000,000 to 200,000,000 (the “Authorized Share Increase”). A Certificate of Amendment to the Company's Restated Certificate of Incorporation (the “Certificate of Amendment”) was filed with the Secretary of State of the State of Delaware to effect the Authorized Share Increase on June 12, 2023.”
FANGDiamondback Energy, Inc.
Diamondback Energy, Inc.: Removed supermajority vote standards from bylaws and provided special meeting right for qualifying stockholders (effective 2023-06-08).
“consistent with the Charter Amendments reflected in the Second Amended and Restated Charter, the Fourth A&R Bylaws: (i) remove the 66 2/3% supermajority vote standards from the bylaws to align them with the Second Amended and Restated Charter; and (ii) provide the Company’s stockholders holding, for their own account, the Requisite Percent of the Company’s voting stock and acting on their own behalf (and not on behalf of any other person or entity) the right to request a special meeting”
FANGDiamondback Energy, Inc.
Diamondback Energy, Inc.: Removed supermajority vote requirements, provided special meeting right for 25% net long holders, and added officer exculpation under Delaware law (effective 2023-06-08).
“to: (i) remove the 66 2/3% supermajority vote requirements for the stockholders to approve certain amendments to the Company Charter and to remove directors from office; (ii) provide that stockholders holding at least 25% of the voting power, determined on a net long basis (the “Requisite Percent”), for at least one year, may call special meetings of stockholders; and (iii) approve charter amendments to reflect new Delaware law provisions regarding officer exculpation (each, a “Charter Amendment,” and, collectively, the “Charter Amendments”).”
SERASERA PROGNOSTICS, INC.
SERA PROGNOSTICS, INC.: Amendment to certificate of incorporation to add a new paragraph THIRTEENTH permitting exculpation of officers for breaches of fiduciary duty of care (effective 2023-06-09).
“Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. As further described in Item 5.07 of this Current Report on Form 8-K (the “Report”), Sera Prognostics, Inc. (the “Company”) held its 2023 annual meeting of stockholders (the “Annual Meeting”) on June 8, 2023, at which the Company’s stockholders approved an amendment to the Company’s amended and restated certificate of incorporation (the “Certificate of Incorporation”) to add a new paragraph THIRTEENTH to the Certificate of Incorporation to permit exculpation of officers of the Company for breaches of the fiduciary duty of care to the extent permitted by recent amendments to the Delaware General Corporation Law (the “Amendment”). The Amendment is described in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 25, 2023 (the “Proxy Statement”) . The Amendment became effective upon the Company’s filing of a Certificate of Amendment to the”
AITXArtificial Intelligence Technology Solutions Inc.
Artificial Intelligence Technology Solutions Inc.: Extended the restriction on reverse stock split from before January 1, 2024 to before January 1, 2025 unless uplisting to NASDAQ or NYSE (effective 2023-06-14).
“On June 14. 2023, the Company amended its Articles of Incorporation only with respect to the date above, January 1, 2024, to state that the Company will not engage in the Reverse Stock Split of its Common Stock before January 1, 2025 unless the Company is uplisting to NASDAQ or the NYSE.”
SDEVStablecoin Development Corp
Stablecoin Development Corp: Reduced quorum requirement for stockholders' meetings from majority to one-third of voting power (effective 2023-06-13).
“On June 13, 2023, the Board of Directors of NovaBay Pharmaceuticals, Inc. (the “Company”) approved an amendment to Article III, Section 8 of its Bylaws, as amended and restated, changing the Company’s stockholders’ meeting quorum requirement from “the holders of a majority of the voting power of all of the outstanding shares of stock entitled to vote” to “the holders of 1/3 of the voting power of all of the outstanding shares of stock entitled to vote”.”
MDXGMIMEDX GROUP, INC.
MIMEDX GROUP, INC.: Increased authorized common stock from 187,500,000 shares to 250,000,000 shares (effective 2023-06-14).
“the Company filed the Articles of Amendment with the Secretary of State of the State of Florida, and the Articles of Amendment became effective on June 14, 2023.”
KALVKalVista Pharmaceuticals, Inc.
KalVista Pharmaceuticals, Inc.: Adopted amended and restated bylaws effective June 14, 2023, incorporating changes related to universal proxy rules, recent DGCL amendments, and other governance updates (effective 2023-06-14).
“On June 14, 2023, in connection with the effectiveness of new Securities and Exchange Commission rules regarding universal proxy cards, certain recent changes to the Delaware General Corporation Law (the “ DGCL ”), and a periodic review of the bylaws of KalVista Pharmaceuticals, Inc. (the “ Company ”), the Company’s board of directors (the “ Board ”) approved and adopted the Company’s amended and restated bylaws (the “ Amended and Restated Bylaws ”), which became immediately effective.”
Ruths Hospitality Group, Inc.
Ruths Hospitality Group, Inc.: Bylaws amended and restated in their entirety (effective 2023-06-14).
“the bylaws of the Company were amended and restated in their entirety, effective as the Effective Time”
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.