Ruths Hospitality Group, Inc.: Certificate of incorporation amended and restated in its entirety (effective 2023-06-14).
“the certificate of incorporation of the Company was amended and restated in its entirety, effective as of the Effective Time”
Governance Changes
Charter, bylaw, and control-related changes under 8-K Items 5.03/5.05/5.06.
FIVE BELOW, INC: Shareholders approved amendments to the Amended and Restated Bylaws to limit the liability of officers and amend the limitation of liability of directors provision (effective 2023-06-13).
“At the 2023 Annual Meeting of Shareholders of the Company held on June 13, 2023 (the “Annual Meeting”), the Company’s shareholders approved proposals to amend the Company’s Amended and Restated Bylaws, as amended, to: (i) limit the liability of officers; and (ii) amend the limitation of liability of directors provision (the “Amendments”), as permitted by Section 1735 and Section 1713 of Pennsylvania Business Corporation Law of 1988, respectively. The Board previously approved the Amendments, subject to receipt of shareholder approval at the Annual Meeting; therefore the Amendments took immediate effect after the Annual Meeting.”
NeuBase Therapeutics, Inc.: Filed Certificate of Amendment to effect 1-for-20 reverse stock split (effective 2023-06-14).
“On June 14, 2023, NeuBase Therapeutics, Inc. (the “Company”) filed a Certificate of Amendment to its 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-20 reverse stock split of the Company’s shares of common stock (the “Reverse Stock Split”).”
UFP TECHNOLOGIES INC: Amended and restated the Certificate of Incorporation to add officer exculpation, remove references to Series A Junior Participating Preferred Stock, and make clarifying technical amendments (effective 2023-06-07).
“On June 7, 2023, UFP Technologies, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved to amend and restate the Company’s Certificate of Incorporation (the “Certificate of Incorporation,” and as amended, the “Amended and Restated Certificate of Incorporation”), to (i) add a provision exculpating certain of the Company’s officers from liability in specific circumstances, as permitted by Delaware law, (ii) remove all references to Series A Junior Participating Preferred Stock and (iii) make clarifying technical amendments to certain definitions therein.”
DELCATH SYSTEMS, INC.: Increase authorized common shares from 40,000,000 to 80,000,000 shares (effective 2023-06-12).
“At the Annual Meeting, the stockholders of the Company approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the authorized number of shares of Common Stock from 40,000,000 shares to 80,000,000 shares. The increase in the authorized number of shares of the Common Stock was effected pursuant to a Certificate of Amendment of the Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) filed with the Secretary of State of the State of Delaware on June 12, 2023 and was effective as of such date.”
AirJoule Technologies Corp.: Amended certificate of incorporation to extend business combination deadline from June 14, 2023 to December 14, 2023, with optional one-month extensions up to March 14, 2024, and to eliminate the redemption limitation on net tangible assets (effective 2023-06-09).
“On June 9, 2023, Power & Digital Infrastructure Acquisition II Corp., a Delaware corporation (the “Company”), filed with the Secretary of the State of Delaware an amendment (the “Charter Amendment”) to the Company’s amended and restated certificate of incorporation (the “Certificate”) comprised of the Extension Amendment and the Redemption Limitation Amendment (each, as defined below).”
ATI Physical Therapy, Inc.: Amended certificate of incorporation to declassify the board of directors over time and provide for annual election of all directors starting in 2025 (effective 2023-06-13).
“At the 2023 Annual Meeting, the Company’s stockholders approved a proposal to amend the Company’s Second Amended and Restated Certificate of Incorporation (the “Charter Amendment”) to declassify the Company’s Board over time and provide for the annual election of all directors beginning with the Company’s 2025 annual meeting of stockholders.”
Offerpad Solutions Inc.: Amended and restated bylaws to align with charter amendments, reflect Rule 14a-19, and update procedural provisions regarding proxy solicitation, meeting adjournment, stockholder proposals, and nominations (effective 2023-06-13).
“On June 8, 2023, the Board also approved an amendment and restatement, of the Company’s bylaws (the “Amended and Restated Bylaws”) to: • make certain non-substantive, technical and conforming changes to align with the Amendments; • revise and adopt certain provisions to reflect Rule 14a-19 promulgated under the Securities Exchange Act of 1934, as amended; • require that a stockholder directly or indirectly soliciting proxies from other stockholders use a proxy card color other than white, which shall be reserved for exclusive use by the Board; • revise provisions regarding notice of an adjournment of any meeting of stockholders and the availability of the list of stockholders entitled to vote at a meeting of stockholders, each to align with recent amendments to the General Corporation Law of the State of Delaware; • clarify procedures for stockholders to propose business or nominations to be considered at annual or special meetings of the Company’s stockholders; and • delete certain ob”
Offerpad Solutions Inc.: Filed a certificate of amendment to effect a 1-for-15 reverse stock split of common stock, effective June 13, 2023 (effective 2023-06-13).
“On June 12, 2023, the Company filed a certificate of amendment to its Third Restated Certificate of Incorporation (the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware to effect the Reverse Stock Split, and the Company’s Class A Common Stock began trading on a split-adjusted basis at market open on June 13, 2023 under the existing symbol “OPAD” and new CUSIP number 67623L 307.”
Brighthouse Financial, Inc.: Bylaws amended to reduce voting requirement for amendments from two-thirds to at least a majority of outstanding shares (effective 2023-06-09).
“The Bylaws were revised to reduce the voting requirement for amendments to the Bylaws to at least a majority of the voting power of all of the outstanding shares entitled to vote thereon, voting together as a single class.”
Brighthouse Financial, Inc.: Stockholders approved Charter Amendments removing supermajority voting requirements and obsolete provisions related to classes of directors, and limiting liability of certain officers (effective 2023-06-09).
“The Charter Amendments became effective upon the filing of a Certificate of Amendment of the Amended and Restated Certificate of Incorporation (the "Certificate of Amendment") with the Secretary of State of the State of Delaware on June 9, 2023.”
Checkpoint Therapeutics, Inc.: Stockholders approved an amendment to the Amended and Restated Certificate of Incorporation to increase authorized common stock from 50,000,000 to 80,000,000 shares (effective 2023-06-12).
“As described under Item 5.07 of this Current Report, on June 12, 2023, the stockholders of the Company voted at the 2023 Annual Meeting to approve an amendment (the “Amendment”) to the Company’s Amended and Restated Certificate of Incorporation to increase the number of shares of common stock authorized for issuance by 30,000,000 shares, bringing the total number of authorized shares of common stock to 80,000,000 shares (the “Amendment”). On June 12, 2023, following the 2023 Annual Meeting, the Company filed a certificate of amendment (the “Certificate”) giving effect to the Amendment with the Secretary of State of the State of Delaware.”
Boxlight Corp: Approved a 1-for-8 reverse stock split of Class A Common Stock through a Certificate of Change filed with the Nevada Secretary of State, reducing authorized shares from 150,000,000 to 18,750,000 (effective 2023-06-14).
“The board of directors (“Board”) of Boxlight Corporation, a Nevada corporation (the “Company”), has approved a reverse stock split of the Company’s authorized, issued and outstanding shares of Class A common stock, par value $0.0001 per share (“Class A Common Stock”), at a ratio of 1-for-8 (the “Reverse Stock Split”). The Reverse Stock Split will become effective as of 5:01 p.m. eastern standard time on June 14, 2023”
Criteo S.A.: Amended Article 15 of the By-laws to limit Board observer terms to no more than two years (effective 2023-06-13).
“Article 15 of the By-laws has been amended to provide that Board observers can serve for terms established by the Board of Directors of the Company not to exceed two (2) years.”
OFFICE PROPERTIES INCOME TRUST: The company amended its bylaws to address Universal Proxy Rules and certain technical updates (effective 2023-06-13).
“On June 13, 2023 the Board of Trustees (the “Board”) of the Company approved and adopted the Company’s Second Amended and Restated Bylaws (the “Amended Bylaws”). The Amended Bylaws address Rule 14a-19 under the Securities Exchange Act of 1934, as amended (the “Universal Proxy Rules”) and certain technical updates.”
AMICUS THERAPEUTICS, INC.: Amendment to the Amended and Restated Certificate of Incorporation to limit the personal liability of certain officers (effective 2023-06-08).
“On June 8, 2023, Amicus Therapeutics, Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders (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 Amended and 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”). The 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 Delaware on June 8, 2023 (the “Certificate of Amendment”).”
CAPRICOR THERAPEUTICS, INC.: Amended the Certificate of Incorporation to add exculpation of officers for monetary damages for breach of fiduciary duty, as permitted by Delaware law (effective 2023-06-13).
“On June 13, 2023, the Company filed a Certificate of Amendment of Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of Delaware to effect the Amendment, effective as of June 13, 2023.”
HESKA CORP: Amended and restated bylaws in connection with merger.
“In addition, promptly following Effective Time, the Amended and Restated Bylaws of the Company as in effect immediately prior to the Effective Time were amended and restated in their entirety to be in the form attached hereto as Exhibit 3.2 (the “Amended and Restated Bylaws”).”
HESKA CORP: Amended and restated certificate of incorporation in connection with merger.
“Promptly following the Effective Time, the Restated Certificate of Incorporation of the Company that was in effect immediately before the Effective Time was amended and restated to be in the form attached hereto as Exhibit 3.1 (the “Amended and Restated Certificate of Incorporation”).”
FTI CONSULTING, INC: Amended and restated the Code of Ethics effective June 8, 2023, updating gifts and entertainment policy, sanctions compliance, and other administrative changes (effective 2023-06-08).
“As part of its periodic review of the Policy on Ethics and Business Conduct, amended and restated effective as of February 20, 2020 (the “Code”), of FTI Consulting, Inc. (“FTI Consulting”), which applies to all of the directors, officers and employees of FTI Consulting, on June 7, 2023, the Board of Directors of FTI Consulting approved the further amendment and restatement of the Code, effective as of June 8, 2023, which amends, restates and replaces the Code in its entirety (the “Restated Code”).”
HERON THERAPEUTICS, INC. /DE/: Amendment to Certificate of Incorporation to increase authorized shares of common stock from 150,000,000 to 225,000,000 (effective 2023-06-09).
“At the Annual Meeting, the Company’s stockholders approved and adopted an amendment to the Company’s Certificate of Incorporation, to increase the total number of shares of common stock authorized for issuance from 150,000,000 shares to 225,000,000 shares (the “ Charter Amendment ”).”
AiAdvertising, Inc.: Amended articles of incorporation by adopting Series J Certificate of Designation for preferred stock (effective 2023-06-08).
“Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. In connection with the adoption of the Rights Agreement, the Board has approved a Certificate of Designation, Preferences and Rights of Series J Junior Participating Preferred Stock, par value $0.001 per share, of the Company (the “Series J Certificate of Designation”).”
Zymeworks Inc.: The Company filed a Certificate of Elimination to eliminate its Series B Participating Preferred Stock, effective upon filing on June 12, 2023, following the termination of the Rights Agreement (effective 2023-06-12).
“the Company filed a Certificate of Elimination with the Secretary of State of the State of Delaware on June 12, 2023, which, effective upon filing, eliminated the Company’s Series B Participating Preferred Stock, par value $0.00001 per share (the “Series B Preferred Stock”).”
Battery Future Acquisition Corp.: The Company adopted an amendment to its Amended and Restated Memorandum and Articles of Association to extend the Combination Period up to twelve times for one month each, from June 17, 2023 to June 17, 2024, by depositing extension payments into the Trust Account (effective 2023-06-12).
“As approved by its shareholders at the Meeting on June 12, 2023, the Company adopted its Second Amended and Restated Memorandum and Articles of Association on June 12, 2023 (the “Charter Amendment”), giving the Company the right to extend the date by which it has to consummate a business combination (the “Combination Period”) up to twelve (12) times for an additional one (1) month each time, from June 17, 2023 to June 17, 2024, by depositing into the Trust Account the lesser of (i) $0.03 per outstanding share and (ii) $250,000 (the “Extension Payment”), until the earlier of (a) the completion of a business combination and (b) the announcement of the Company’s intention to wind up its operations and liquidate.”
TPG Inc.: Corresponding amendment and restatement of bylaws effective upon filing of the amended charter (effective 2023-06-08).
“The Board of Directors also approved a corresponding amendment and restatement of the Bylaws of the Company (the “Amended and Restated Bylaws”), which became effective immediately upon the filing of the Amended Charter with the Secretary of State of the State of Delaware.”
TPG Inc.: Amendment and restatement of certificate of incorporation to provide the Board of Directors with powers currently reserved solely for the Executive Committee (effective 2023-06-08).
“On June 8, 2023, following the approval by stockholders at the 2023 Annual Meeting, the Company filed the Amended Charter with the Secretary of State of the State of Delaware. The Amended Charter became effective upon its filing with the Secretary of State of the State of Delaware.”
Broad Capital Acquisition Corp: Amended the trust agreement to allow a reduced monthly extension fee of $150,000 and extend the termination date by up to three one-month extensions until January 13, 2024, and updated certain defined terms (effective 2023-06-12).
“The Company also amended the Company’s investment management trust agreement (the “ Trust Agreement ”), dated as of January 10, 2022, as amended on January 10, 2023, by and between the Company and Continental Stock Transfer & Trust Company, allowing the Company reduce the amount of the Monthly Extension Loan to $150,000 for each one-month extension beginning on June 13, 2023 until January 13, 2024, and to extend the Termination Date for an additional three (3) one-month extensions until January 13, 2024, and to update certain defined terms in the Trust Agreement (the “ Second Amendment to the Trust Agreement ” and such proposal the “ Trust Amendment Proposal ”), a form of which is attached as Exhibit 3.2 to this report and is incorporated by reference herein.”
Broad Capital Acquisition Corp: Amended the charter to extend the business combination deadline from October 13, 2023 to up to January 13, 2024 through three one-month extensions, and reduced the monthly extension fee from $0.0625 per public share to a fixed $150,000 per month (effective 2023-06-12).
“On June 9, 2023, the Company held a Special Meeting of Stockholders (the “ Meeting ”). At the Meeting, the Company’s stockholders approved an amendment to the Company’s Charter, as further amended on January 11, 2023 (the “ Extension Amendment ” and such proposal the “Extension Amendment Proposal ”), to (a) to extend the date by which we have to consummate a business combination from October 13, 2023 (the “ Termination Date ”) by up to three (3) one-month extensions to January 13, 2024 (the “ Extended Date ”) and (b) to decrease the monthly extension fee from $0.0625 per share for each public share outstanding after giving effect to redemptions (in the aggregate, the “ Monthly Extension Loan ”) to, in the aggregate, the “Adjusted Monthly Extension Loan,” as defined below, commencing on June 13, 2023.”
Tenaya Therapeutics, Inc.: Amendment to certificate of incorporation to adopt officer exculpation provisions under Delaware law (effective 2023-06-08).
“On June 8, 2023, immediately following the vote on proposal 3 at the 2023 Annual Meeting of Stockholders (the “Annual Meeting”) of Tenaya Therapeutics, Inc. (the “Company”), the Company filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation to reflect recently adopted Delaware law provisions regarding officer exculpation, which amendment was effective upon filing.”
Lafayette Square USA, Inc.: Amended Bylaws to restrict actions that could cause bank holding company investors to exceed regulatory ownership thresholds and cap voting power of such investors (effective 2023-06-08).
“On June 8, 2023, the Board of Directors (the “Board”) of Lafayette Square USA, Inc. (the “Company”) approved an amendment to the Company’s Bylaws (the “Second Amendment to Bylaws”). The Second Amendment to Bylaws, among other things, (1) restricts the ability of the Company to take certain actions that would inadvertently cause any bank holding company (as defined in the U.S. bank Holding Company Act of 1956, a “BHC Investor) that owns shares of the Company to exceed certain regulatory ownership thresholds; and (2) caps any BHC Investor’s voting power at a certain percentage of the outstanding shares of the Company in a manner consistent with customary regulatory considerations for such investors. The Second Amendment became effective immediately.”
Khosla Ventures Acquisition Co.: Amended the Second Amended and Restated Certificate of Incorporation to extend the deadline for business combination from June 8, 2023 to December 8, 2023 (effective 2023-06-08).
“As approved by its stockholders at the Special Meeting, the Company filed an amendment (the “Extension Amendment”) to the Company’s Second Amended and Restated Certificate of Incorporation (the “A&R Charter”) with the Secretary of State of the State of Delaware. The Extension Amendment extends the date by which the Company must consummate its initial business combination from June 8, 2023 to December 8, 2023.”
Hyperfine, Inc.: Filed Certificate of Amendment to limit officer liability under recent Delaware law (effective 2023-06-09).
“On June 9, 2023, the Company filed a Certificate of Amendment to its Certificate of Incorporation, as amended, with the Secretary of State of the State of Delaware to limit the liability of its officers as permitted by recent amendments to Delaware law (the “Charter Amendment”).”
Hyperfine, Inc.: Amended and restated bylaws to provide for a Chairperson in lieu of an Executive Chairman (effective 2023-06-08).
“On June 8, 2023, the Board of Directors (the “Board”) of Hyperfine, Inc. (the “Company”) approved an amendment and restatement of the Company’s Bylaws (the “Amended and Restated Bylaws”), effective as of June 8, 2023, to provide for the Company to have a Chairperson in lieu of an Executive Chairman.”
Ramaco Resources, Inc.: Amended and restated the certificate of incorporation to reclassify existing common stock as Class A common stock, create Class B common stock, and provide board option to exchange Class B for Class A based on VWAP (effective 2023-06-12).
“On June 12, 2023, at a special meeting of shareholders (the “Special Meeting”) of Ramaco Resources, Inc. (the “Company”), the Company’s shareholders approved a proposal to amend and restate the Company’s existing certificate of incorporation with the Second Amended and Restated Certificate of Incorporation of the Company to, among other things, (1) reclassify the Company’s existing common stock, par value $0.01 per share (“Existing Common Stock”) as shares of Class A common stock, par value $0.01 per share (“Class A Common Stock”), (2) create a separate Class B common stock, par value $0.01 per share (“Class B Common Stock”) and (3) provide the board of directors of the Company the option, in its sole discretion, to exchange all outstanding shares of the Class B Common Stock into shares of Class A Common Stock based on an exchange ratio determined by a 20-day trailing volume-weighted average price for each class of stock (the “Charter Amendment Proposal”).”
UPWORK, INC: Adopted restated certificate of incorporation to include officer exculpation provision and other technical changes (effective 2023-06-09).
“On June 9, 2023, the Company filed the Restated Certificate with the Delaware Secretary of State, and the Restated Certificate became effective on filing.”
VISION ENERGY Corp: Filed Certificate of Change to effect a 1-for-5 reverse stock split and decrease authorized shares from 200,000,000 to 40,000,000 (effective 2023-06-13).
“On June 8, 2023, Vision Energy Corporation (the “Company”) filed with the Secretary of State of the State of Nevada a Certificate of Change, pursuant to which the Company will effect (i) a 1-for-5 reverse stock split of the Company’s common stock (the “Reverse Stock Split”) and (ii) decrease in the authorized number of shares of the Company’s common stock from 200,000,000 to 40,000,000 shares (the “Authorized Capital Change,” and, together with the Reverse Stock Split, the “Corporate Actions”).”
TRUPANION, INC.: Amended and restated bylaws with conforming changes to reflect declassification of the board (effective 2023-06-08).
“In connection with the effectiveness of the Amended Charter, the Board amended and restated the Company's bylaws (the “Bylaws”), which became effective on June 8, 2023. The Bylaws consist of conforming changes to reflect the declassification of the Board.”
TRUPANION, INC.: Amended and restated certificate of incorporation to declassify the board of directors (effective 2023-06-08).
“On June 8, 2023, following approval of the Company's stockholders at the Company's 2023 annual meeting of stockholders (the "Annual Meeting"), the Company's Restated Charter became effective upon its filing with the Secretary of State of the State of Delaware.”
EXACT SCIENCES CORP: Amended and restated bylaws to harmonize with the declassification of the Board of Directors (effective 2023-06-09).
“The Sixth Amended and Restated By-Laws amend and restate in their entirety the Company’s by-laws to harmonize the by-laws with the Certificate of Amendment effecting the declassification of our Board of Directors over a three-year period.”
EXACT SCIENCES CORP: Amended certificate of incorporation to declassify the Board of Directors over a three-year period (effective 2023-06-09).
“On June 9, 2023, the Company filed a Certificate of Amendment (the “Certificate of Amendment”) to its Sixth Amended and Restated Certificate of Incorporation, as amended with the Secretary of State of the State of Delaware effecting an amendment to declassify our Board of Directors over a three-year period.”
DEVON ENERGY CORP/DE: Amended certificate of incorporation to limit personal liability of certain officers for monetary damages for breach of fiduciary duty of care (effective 2023-06-07).
“The Certificate Amendment limits the personal liability of certain of the Company’s officers to Devon or 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”).”
DEVON ENERGY CORP/DE: Amended bylaws to designate the Court of Chancery in Delaware and federal district courts as exclusive forums for certain claims (effective 2023-06-07).
“The Bylaw Amendment designates the Court of Chancery in the state of Delaware and the federal district courts of the United States of America as the exclusive forums for certain claims brought against the Company.”
Alaunos Therapeutics, Inc.: Increased authorized shares of common stock from 420,000,000 to 520,000,000 (effective 2023-06-12).
“the Company’s stockholders voted on and approved an amendment (the “Amendment”) to the Company’s Amended and Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”) to increase the number of authorized shares of common stock from 420,000,000 shares to 520,000,000 shares.”
LIVEPERSON INC: Amended by-laws to permit Lead Independent Director to call special board meetings (effective 2023-06-08).
“On June 8, 2023, the Board of Directors (the “Board”) of LivePerson, Inc. (the “Company”) adopted the Third Amended and Restated By-Laws, effective immediately, to update Article IV, Section 6 of the Company’s Second Amended and Restated By-Laws to conform to the Company’s Corporate Governance Guidelines, which permit the Lead Independent Director, in addition to the Chairman of the Board, Chief Executive Officer and President, to call special meetings of the Board.”
ACHIEVE LIFE SCIENCES, INC.: Third Amended and Restated Certificate of Incorporation filed to permit exculpation of officers under Delaware law (effective 2023-06-08).
“On June 8, 2023, the Company filed the Third Amended and Restated Certificate of Incorporation with the Delaware Secretary of State to effect such amendment.”
GRANITE CONSTRUCTION INC: Amendment to Certificate of Incorporation to eliminate personal liability of officers for monetary damages for breach of fiduciary duty (effective 2023-06-08).
“As further described in Item 5.07 to this Current Report on Form 8-K, at the Annual Meeting of Shareholders held on June 8, 2023 (the “Annual Meeting”), the shareholders of Granite Construction Incorporated (the “Company”) approved an amendment to the Company’s Certificate of Incorporation to eliminate personal liability of officers for monetary damages for breach of fiduciary duty as an officer (the “Exculpation Amendment”). On June 8, 2023, the Company filed the Exculpation Amendment with the Delaware Secretary of State, which became effective on filing.”
Callaway Golf Co: The Board adopted amendments to the amended and restated bylaws, addressing universal proxy rules, special meeting thresholds, procedural mechanics for stockholder nominations and proposals, proxy card color requirements, and an exclusive forum provision for Securities Act claims (effective 2023-06-06).
“On June 6, 2023, the Board adopted amendments to the Company’s amended and restated bylaws (as amended, the “Amended and Restated Bylaws”), which became effective the same day.”
CITIZENS, INC.: shortened insider trading blackout period from two full trading days to twenty-four hours after material non-public information is made public (effective 2023-06-06).
“The Code has been amended to change the Insider Trading Policy's end date for corporate blackout periods from two full trading days to twenty-four hours after material non-public information has been made public.”
Lakeshore Acquisition II Corp.: Amended the Amended and Restated Memorandum and Articles of Association to extend the deadline to consummate a business combination from June 11, 2023 to up to December 11, 2023, with monthly extension deposits of $80,000 (effective 2023-06-09).
“Subsequent to the approval by the shareholders of Lakeshore of the Amendment to Lakeshore’s Amended and Restated Memorandum and Articles of Association (the “ Charter Amendment ”), on June 9, 2023, Lakeshore filed the Charter Amendment with the Registrar of Companies in the Cayman Islands and was effective on that date.”
Aris Water Solutions, Inc.: Stockholders approved and company filed an amendment to the Amended and Restated Certificate of Incorporation to provide exculpation from liability for certain officers in accordance with Delaware law (effective 2023-06-08).
“As described in Item 5.07 below, on June 7, 2023 at the 2023 Annual Meeting of Stockholders (the “Annual Meeting”) of Aris Water Solutions, Inc. (the “Company”), the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to provide exculpation from liability for certain officers of the Company in accordance with recent amendments to Delaware law (the “Officer Exculpation Amendment”). As a result, the Company filed a Certificate of Amendment to the Certificate of Incorporation with the Secretary of State of the State of Delaware on June 8, 2023 (“Certificate of Amendment”), which became effective upon filing.”
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.