Governance Changes

European Wax Center, Inc.: Stockholders approved an amendment to the Amended and Restated Certificate of Incorporation to limit the monetary liability of officers for breach of the duty of care in certain actions, as permitted by Delaware law (effective 2023-06-07).

“On June 6, 2023, at the annual meeting (the “Annual Meeting”) of stockholders of European Wax Center, Inc. (the “Company”), stockholders approved an amendment to the Company's Amended and Restated Certificate of Incorporation (the “Charter Amendment”), to provide for the limitation of monetary liability of officers of the Company for breach of the duty of care in certain actions, as permitted by recent amendments to the General Corporation Law of the State of Delaware.”

Angel Studios, Inc.: Amended certificate of incorporation to extend the deadline for consummation of initial business combination from June 14, 2023 to September 14, 2023, with board authority to further extend up to March 14, 2024 (effective 2023-06-09).

“On June 9, 2023, Southport Acquisition Corporation (the "Company") held a special meeting of stockholders (the "Special Meeting") to vote upon the Extension Amendment Proposal (as defined below). At the Special Meeting, the Company's stockholders approved the Extension Amendment Proposal, and promptly thereafter, the Company filed with the Secretary of State of the State of Delaware an amendment to its Amended and Restated Certificate of Incorporation (the "Extension Amendment") to implement the Extension Amendment Proposal.”

Telesis Bio Inc.: Filed Certificate of Designation establishing Redeemable Convertible Preferred stock.

“Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. In connection with the closing of the Private Placement, the Company filed with the Secretary of State of the State of Delaware the Certificate of Designation attached hereto as Exhibit 3.1 and incorporated herein by reference. The Certificate of Designation establishes and designates the Redeemable Convertible Preferred and the rights, preferences and privileges thereof.”

Velo3D, Inc.: Amended certificate of incorporation to permit exculpation of certain officers from liability in specific circumstances (effective 2023-06-08).

“on June 8, 2023, at the Annual Meeting of Stockholders (the “Annual Meeting”) of Velo3D, Inc. (the “Company”), the Company’s stockholders approved a certificate of amendment (the “Certificate of Amendment”) to the Company’s certificate of incorporation to permit the exculpation of certain of the Company’s officers from liability in specific circumstances. On June 8, 2023, the Company filed with the Secretary of State of the State of Delaware the Certificate of Amendment.”

Edible Garden AG Inc: Increased authorized shares of common stock from 6,666,667 to 10,000,000 (effective 2023-06-08).

“At the Annual Meeting, the stockholders approved an amendment (the “Certificate of Amendment”) to the Company’s Certificate of Incorporation (the “Charter”) to increase the number of authorized shares of common stock, par value $0.0001 per share, (the “common stock”), from 6,666,667 shares to 10,000,000 shares. Following this approval, the Company filed the Certificate of Amendment with the Secretary of State of the State of Delaware and it became effective on June 8, 2023.”

Mirion Technologies, Inc.: Amendment to Articles 5 and 11 to add a sunset date of October 21, 2028 for the supermajority voting provisions (effective 2023-06-07).

“an amendment to Articles 5 and 11 of the Charter to add a sunset date of October 21, 2028 for the supermajority voting provisions”

Mirion Technologies, Inc.: Amendment to Article 8 to provide for exculpation of certain officers to the fullest extent permitted by Delaware law (effective 2023-06-07).

“an amendment to Article 8 of the Company's Amended and Restated Certificate of Incorporation, as amended (the "Charter"), to provide for exculpation of certain officers to the fullest extent permitted by Delaware General Corporation Law”

89bio, Inc.: Increased authorized shares of Common Stock from 100,000,000 to 200,000,000 and total authorized shares from 110,000,000 to 210,000,000 (effective 2023-06-08).

“On June 8, 2023, the Company filed a Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to effect the Amendment, which became effective immediately upon such filing.”

Nkarta, Inc.: Stockholders approved an amendment to the Certificate of Incorporation to provide for exculpation of officers (effective 2023-06-07).

“The 2023 annual meeting of stockholders (the “Annual Meeting”) of Nkarta, Inc. (the “Company”) was held on June 7, 2023, at which stockholders approved an amendment (the “Amendment”) to the Company’s Restated Certificate of Incorporation to provide for exculpation of officers as permitted by the Delaware General Corporation Law. The Amendment became effective immediately upon filing with the Secretary of State of the State of Delaware on June 7, 2023.”

RENEWABLE INNOVATIONS, INC.: Amended and Restated Certificate of Designation for Series A Convertible Preferred Stock filed, designating 2,155,684 shares convertible into common stock with voting rights (effective 2022-12-01).

“On December 1, 2022, we filed an Amended and Restated Certificate of Designation of the Rights, Preferences, Privileges and Restrictions of the Series A Convertible Preferred Stock of Nestbiulder.com Corp.”

Gossamer Bio, Inc.: Amendment to certificate of incorporation to eliminate personal liability of officers for monetary damages for breach of fiduciary duty as an officer (effective 2023-06-08).

“On June 8, 2023, Gossamer Bio, 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 the personal liability of the Company’s 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 (“Certificate of Amendment”).”

Finch Therapeutics Group, Inc.: Reverse stock split of common stock at a ratio of 1-for-30 (effective 2023-06-09).

“On June 9, 2023, Finch Therapeutics Group, Inc. (the “Company”) filed a Certificate of Amendment (the “Charter Amendment”) to its Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware to effect a reverse stock split of the Company’s issued and outstanding common stock, par value $0.001 (the “Common Stock”), at a ratio of 1-for-30.”

Fulcrum Therapeutics, Inc.: Amendment to Restated Certificate of Incorporation to limit liability of certain officers as permitted by recent amendments to Delaware law (effective 2023-06-08).

“At the 2023 annual meeting of stockholders of Fulcrum Therapeutics, Inc., or Fulcrum, held on June 8, 2023, or the Annual Meeting, the stockholders of Fulcrum approved an amendment to Fulcrum’s Restated Certificate of Incorporation to limit the liability of certain officers of Fulcrum as permitted by recent amendments to Delaware law. The certificate of amendment of Fulcrum’s Restated Certificate of Incorporation, or Certificate of Amendment, was filed with the Secretary of State of the State of Delaware on June 8, 2023 and became effective upon filing.”

CRISPR Therapeutics AG: Amended and restated Articles of Association approved by shareholders, effective upon registration with Swiss commercial authorities on or about June 9, 2023 (effective 2023-06-09).

“The Company’s amended and restated Articles of Association become effective upon registration in the Commercial Register in the canton of Zug, Switzerland on or about June 9, 2023, subject to the approval by the Swiss Federal Commercial Authority.”

MARA Holdings, Inc.: Filed a certificate of designation for Series A redeemable convertible preferred stock, establishing the terms of the Series A preferred stock (effective 2023-06-06).

“On June 6, 2023, the Company filed a certificate of designation for the Series A preferred stock referenced in Item 1.01 with the Secretary of State of the State of Nevada.”

Carisma Therapeutics Inc.: Increased authorized shares of common stock from 100,000,000 to 350,000,000 (effective 2023-06-06).

“At the 2023 Annual Meeting, the Company’s stockholders approved an amendment to the Company’s Restated Certificate of Incorporation to increase the number of authorized shares of the Company’s common stock, $0.001 par value per share, from 100,000,000 to 350,000,000”

Mersana Therapeutics, Inc.: Eliminated supermajority voting requirement for changes to Article IV of the Certificate of Incorporation (effective 2023-06-08).

“On June 8, 2023, Mersana Therapeutics, Inc. (the "Company") filed with the Secretary of State of the State of Delaware an amendment (the "Amendment") to the Company's Fifth Amended and Restated Certificate of Incorporation, as amended (the "Certificate of Incorporation") to eliminate the supermajority voting requirement applicable to changes to Article IV thereof. The Amendment became effective on June 8, 2023 upon filing with the Secretary of State of Delaware.”

VERACYTE, INC.: Amended and restated bylaws (Restated Bylaws) effective June 9, 2023, making changes consistent with the Declassification Amendment (effective 2023-06-09).

“On June 9, 2023, the Company’s amended and restated bylaws were amended and restated effective upon the filing and effectiveness of the Certificate of Amendment (the “Restated Bylaws”).”

VERACYTE, INC.: Stockholders approved Declassification Amendment to declassify the Board with conforming changes; Certificate of Amendment filed and effective June 9, 2023 (effective 2023-06-09).

“On June 9, 2023, the Company filed a certificate of amendment (the “Certificate of Amendment”) to the Current Charter that reflects the Declassification Amendment with the Delaware Secretary of State and the Certificate of Amendment became effective on filing.”

Ocean Power Technologies, Inc.: Board approved amendments to restate the By-Laws, enhancing procedural mechanics for stockholder nominations and proposals, adding disclosure requirements, questionnaires, and representation agreements (effective 2023-06-09).

“On June 9, 2023, and immediately effective as of such date, the Board of Directors (the “ Board ”) of Ocean Power Technologies, Inc., a Delaware corporation (the “ Company ”), approved amendments to amend and restate the Company’s By-Laws”

CREATIVE MEDICAL TECHNOLOGY HOLDINGS, INC.: Reverse stock split at 1-for-10 ratio and reduction of authorized common stock from 50 million to 5 million via Certificate of Change filed with Nevada Secretary of State (effective 2023-06-12).

“Following the approval of the Board of Directors of Creative Medical Technology Holdings, Inc., a Nevada corporation (the “Company”), the Company is effecting a reverse stock split of its common stock, par value $0.001 per share (the “Common Stock”), at a ratio of 1-for-10 (the “Reverse Stock Split”). The Reverse Stock Split will be effected pursuant to a Certificate of Change Pursuant to NRS 78.209 (the “Certificate”) that was filed with the Secretary of State of the State of Nevada on June 1, 2023. In addition to effecting the Reverse Stock Split, the filing of the Certificate reduces the authorized number of shares of the Company’s Common Stock from 50 million to five million.”

Applied Digital Corp.: Removed ability of Series E Preferred Stock holders to request payment of dividends in common stock; dividends will only be paid in cash (effective 2023-06-09).

“On June 8, 2023, Applied Digital Corporation (the “Company”) filed a Certificate of Amendment to the Certificate of Designation of Rights, Privileges, Preferences, and Restrictions of Series E Preferred Stock (the “Certificate of Amendment”) with the Secretary of State of the State of Nevada, which removed the ability of the holders of Series E Preferred Stock to request payment of dividends in common stock of the Company. Dividends payable to the holders of Series E Preferred Stock will only be paid in cash out of the Company’s legally available funds. The Certificate of Amendment became effective on June 9, 2023.”

EXTREME NETWORKS INC: Amended and Restated Bylaws to remove language allowing the Chair of the Board to be an officer of the Company, in connection with updated Corporate Governance Guidelines requiring separation of Chair and CEO (effective 2023-06-06).

“On June 6, 2023, the Board of Directors (the “Board”) of Extreme Networks, Inc. (the “Company”), updated its Corporate Governance Guidelines (the “Amended Guidelines”) to require that the offices of the Company’s Chair of the Board and Chief Executive Officer be separate, subject to an exception allowing the Board to appoint the Chief Executive Officer as a Temporary Chair of the Board on an interim basis to serve during any period in which the Board is seeking an independent Chair of the Board. In connection with the adoption of the Amended Guidelines, on June 6, 2023, the Board also adopted Amended and Restated Bylaws of the Company to remove language indicating that the position of Chair of the Board may be held by an officer of the Company.”

EMCOR Group, Inc.: Amended Restated Certificate of Incorporation to provide for Board authority to determine number of directors, exculpation of certain officers, and exclusive forum for certain claims (effective 2023-06-08).

“On June 8, 2023, the Company filed a Certificate of Amendment of Restated Certificate of Incorporation of EMCOR Group, Inc. (the "Amendment to Certificate of Incorporation") with the Secretary of State of the State of Delaware and the Amendment to Certificate of Incorporation became effective on June 8, 2023.”

EARTHSTONE ENERGY INC: Amendment to Certificate of Incorporation to provide for exculpation of officers from certain personal liabilities (effective 2023-06-08).

“At the Meeting, the Company’s stockholders approved and adopted an amendment (the “Charter Amendment”) to the Third Amended and Restated Certificate of Incorporation of the Company to provide for exculpation of the Company’s officers from certain personal liabilities. The Charter Amendment became effective upon filing and acceptance by the Secretary of State of the State of Delaware on June 8, 2023.”

DAVITA INC.: Amended and restated certificate of incorporation to provide for exculpation of certain officers from liability as permitted by Delaware law (effective 2023-06-06).

“On June 6, 2023, DaVita Inc. (the “Company”) held its virtual 2023 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the stockholders of the Company approved the amendment and restatement of the Company’s Restated Certificate of Incorporation to provide for the exculpation of certain officers of the Company from liability as permitted by Delaware law (the “Amendment”)”

ENVIRI Corp: Amended and restated bylaws to reflect the corporate name change to Enviri Corporation (effective 2023-06-05).

“The Company also amended and restated its By-laws (the “Amended and Restated By-laws”) on June 5, 2023 to reflect the Name Change.”

ENVIRI Corp: Amended certificate of incorporation to change corporate name from Harsco Corporation to Enviri Corporation (effective 2023-06-05).

“Effective June 5, 2023, Harsco Corporation (the “Company”) changed its corporate name to Enviri Corporation (the “Name Change”) pursuant to a certificate of amendment to the Company’s restated certificate of incorporation (the “Charter Amendment”) filed with the Delaware Secretary of State.”

Target Global Acquisition I Corp.: Provided that Class B ordinary shares may be converted either at the time of the initial business combination or at any earlier date at the option of the holders (effective 2023-06-06).

“(iii) to provide that the Class B ordinary shares may be converted either at the time of the consummation of the Company’s initial business combination or at any earlier date at the option of the holders of the Class B ordinary shares (the “Founder Conversion Amendment Proposal”).”

Target Global Acquisition I Corp.: Eliminated the limitation that the Company shall not redeem Class A ordinary shares to the extent that such redemption would cause net tangible assets to be less than $5,000,001 (effective 2023-06-06).

“(ii) to eliminate from the Articles the limitation that the Company shall not redeem Class A ordinary shares included as part of the units sold in the IPO (including any shares issued in exchange thereof, the “Public Shares”) to the extent that such redemption would cause the Company’s net tangible assets to be less than $5,000,001 (the “Redemption Limitation”), such that the Company may redeem Public Shares irrespective of whether such redemption would exceed the Redemption Limitation (the “Redemption Limitation Amendment Proposal”);”

Target Global Acquisition I Corp.: Extended the deadline for the Company to consummate an initial business combination from June 13, 2023 to the Articles Extension Date or the Additional Articles Extension Date (effective 2023-06-06).

“On June 6, 2023, the Company filed with the Registrar of Companies of the Cayman Islands an amendment to the Company’s amended and restated memorandum and articles of association (the “Articles”): (i) to extend the date by which the Company has to consummate an initial business combination (the “Extension Amendment”) from June 13, 2023 to the Articles Extension Date or the Additional Articles Extension Date (the “Extension Amendment Proposal”) ;”

BioPlus Acquisition Corp.: Amended charter to extend business combination deadline from June 7, 2023 to December 7, 2023, and to allow Class B shareholders to convert to Class A shares on a one-for-one basis before closing (effective 2023-06-02).

“Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On June 2, 2023, the Company held an extraordinary general meeting of shareholders (the “ Meeting ”). At the Meeting, the Company’s shareholders of record as of May 2, 2023 (the “ Record Date ”) approved an amendment to the Company’s Amended and Restated Memorandum and Articles of Association (the “ Charter Amendment ”) to (i) extend the date by which the Company must consummate its initial Business Combination from June 7, 2023 to December 7, 2023 (or such earlier date as determined by the Board) (the “ Extension Amendment Proposal ”) and (ii) provide for the right of a holder of Class B Ordinary Shares to convert such shares into Class A Ordinary Shares on a one-for-one basis at any time prior to the closing of the Initial Business Combination at the option of a holder of Class B Ordinary Shares (the “ Founder Share Amendment Proposal ”). The Company filed the Charter Amendment with the Secretary of”

InterPrivate III Financial Partners Inc.: Eliminated the $5,000,001 net tangible asset limitation on redemptions and on consummating a business combination (effective 2023-06-07).

“to amend the Company’s Charter to permit the Company’s Board, in its sole discretion, to eliminate (i) the limitation that the Company may not redeem public shares in an amount that would cause the Company’s net tangible assets to be less than $5,000,001 and (ii) the limitation that the Company shall not consummate a business combination unless the Company has net tangible assets of at least $5,000,001.”

InterPrivate III Financial Partners Inc.: Extended the business combination deadline from June 9, 2023 to July 9, 2023, with optional further one-month extensions up to March 9, 2024 (effective 2023-06-07).

“to extend the date by which the Company must complete a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination involving the Company and one or more businesses (a "business combination") from June 9, 2023 to July 9, 2023, and to allow the Company to elect to further extend in one-month increments up to eight additional times, or a total of up to nine months after June 9, 2023, until March 9, 2024.”

Wheels Up Experience Inc.: Amendment to Certificate of Incorporation to implement a 1-for-10 reverse stock split and proportionate authorized share reduction from 2.5 billion to 250 million shares of Common Stock (effective 2023-06-07).

“The Company amended the Company’s existing Certificate of Incorporation, dated as of July 13, 2021 (the “Prior Certificate”), to implement the Reverse Stock Split Amendment by filing the Certificate of Amendment to Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware on June 7, 2023, which became effective immediately after the close of trading on the NYSE on June 7, 2023.”

Beneficient: Adopted new articles of incorporation, certificate of designation for Series A preferred stock, and bylaws in connection with the Conversion.

“Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. In connection with the Conversion, the Company adopted articles of incorporation (“Articles of Incorporation”), a certificate of designation for the Beneficient Series A preferred stock (“Certificate of Designation”) and bylaws (“Bylaws”).”

Jasper Therapeutics, Inc.: Amended certificate of incorporation to add officer exculpation provisions under new Delaware law (effective 2023-06-08).

“On June 7, 2023, the Company held its 2023 Annual Meeting of Stockholders (the “Meeting”). At the Meeting, the Company’s stockholders approved an amendment to the Company’s Second Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to reflect new Delaware law provisions regarding officer exculpation (the “Amendment”).”

Satsuma Pharmaceuticals, Inc.: The Company's Amended and Restated Bylaws were amended and restated to read in their entirety as the bylaws of Merger Sub immediately prior to the Effective Time.

“the Company’s Amended and Restated Bylaws were amended and restated to read in their entirety as the bylaws of Merger Sub immediately prior to the Effective Time”

Satsuma Pharmaceuticals, Inc.: The Company's Amended and Restated Certificate of Incorporation was amended and restated in its entirety as the Fifth Amended and Restated Certificate of Incorporation.

“the Company’s Amended and Restated Certificate of Incorporation was amended and restated in its entirety as set forth in Exhibits to the Merger Agreement (the “Fifth Amended and Restated Certificate of Incorporation”)”

Antero Midstream Corp: Amendment to certificate of incorporation to add officer exculpation provisions under Delaware law (effective 2023-06-08).

“on June 8, 2023, the Company filed the Amendment with the Secretary of State of the State of Delaware, and the Amendment became effective upon filing.”

Acumen Pharmaceuticals, Inc.: Amended certificate of incorporation to reflect Delaware law provisions allowing for exculpation of officers (effective 2023-06-06).

“On June 6, 2023, Acumen Pharmaceuticals, Inc. (the “ Company ”) held its 2023 annual meeting of stockholders (the “ Annual Meeting ”). As described in Item 5.07 below, the Company’s stockholders approved the Company’s Amended and Restated Certificate of Incorporation (the “ Certificate of Incorporation ” and, as amended, the “ Amended Certificate of Incorporation ”) to reflect Delaware law provisions allowing for the exculpation of officers.”

Odysight.ai Inc.: Filed Certificate of Amendment to Articles of Incorporation to change company name to Odysight.ai Inc (effective 2023-06-05).

“on June 5, 2023, the Company filed with the Secretary of State of the State of Nevada a Certificate of Amendment to its Articles of Incorporation (the “Certificate of Amendment”) to effect the name change, with such request approved as of June 5, 2023.”

Odysight.ai Inc.: Amended and restated bylaws to reflect company name change from ScoutCam Inc. to Odysight.ai Inc (effective 2023-06-04).

“The Company’s Board of Directors approved an amendment and restatement of the Company’s Amended and Restated Bylaws, effective as of June 4, 2023, to reflect the name change.”

Upland Software, Inc.: Added provision for exculpation of officers from personal liability under certain circumstances as allowed by Delaware law (effective 2023-06-07).

“and (ii) reflect new Delaware law provisions regarding exculpation of the Company’s officers from personal liability under certain circumstances as allowed by Delaware law.”

Upland Software, Inc.: Increased authorized shares of common stock from 50,000,000 to 75,000,000 (effective 2023-06-07).

“The Certificate amends the Certificate of Incorporation to (i) increase the number of authorized shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), from 50,000,000 to 75,000,000”

ANTERO RESOURCES Corp: Amended certificate of incorporation to add officer exculpation provisions under Delaware law (effective 2023-06-08).

“On June 8, 2023, the Company filed the Amendment with the Secretary of State of the State of Delaware, and the Amendment became effective upon filing.”

Cineverse Corp.: Amended certificate of incorporation to effect a 1-for-20 reverse stock split of Class A common stock (effective 2023-06-09).

“On June 7, 2023, Cineverse Corp. filed with the Secretary of State of the State of Delaware a Certificate of Amendment to the Company's Fifth Amended and Restated Certificate of Incorporation (the "Reverse Split Charter Amendment"), pursuant to which the Company effected a 1-for-20 reverse stock split of the Company's Class A common stock. The reverse stock split will be effective as of 12:01 a.m. Eastern Time on June 9, 2023.”

SPORTSMAN'S WAREHOUSE HOLDINGS, INC.: Amended and restated bylaws to update advance notice provisions, adopt universal proxy rules, add exclusive forum provision, and make other changes (effective 2023-06-07).

“On June 7, 2023, the Board of Directors approved, effective immediately following the effectiveness of the filing of the Amended and Restated Certificate, an amendment and restatement of the Company’s Amended and Restated Bylaws (as so amended and restated, the “ Second Amended and Restated Bylaws ”).”

SPORTSMAN'S WAREHOUSE HOLDINGS, INC.: Amended and restated certificate of incorporation to declassify the Board of Directors over three years and remove obsolete provisions (effective 2023-06-07).

“The Amended and Restated Certificate had previously been approved by the Board of Directors, subject to stockholder approval, and became effective upon filing with the Secretary of State of the State of Delaware on June 7, 2023.”

TELLURIAN INC. /DE/: Increased number of authorized shares of common stock from 800 million to 1.6 billion and made immaterial revisions (effective 2023-06-07).

“On June 7, 2023, Tellurian Inc. (“ Tellurian ” or the “ Company ”) held its 2023 annual meeting of stockholders (the “ Annual Meeting ”). At the Annual Meeting (as described in Item 5.07 below), the stockholders approved and adopted an amended and restated certificate of incorporation of Tellurian to increase the number of authorized shares of Tellurian common stock from 800 million to 1.6 billion and make certain immaterial revisions (the “ A&R Certificate of Incorporation ”). Following the Annual Meeting, on June 7, 2023, the A&R Certificate of Incorporation was filed with the Delaware Secretary of State and became effective.”