Charter, bylaw, and control-related changes under 8-K Items 5.03/5.05/5.06.
MOMENTIVE GLOBAL INC.: Amended and restated certificate of incorporation effective upon merger consummation.
“Effective as of the Effective Time and as a result of the completion of the Merger, the certificate of incorporation of the Company, as in effect immediately prior to the Merger, was amended and restated to be in the form of the certificate of incorporation attached as Exhibit 3.1 hereto, which is incorporated herein by reference.”
HighPeak Energy, Inc.: Adopted limitations on liability of officers in the Second Amended & Restated Certificate of Incorporation (effective 2023-06-01).
“The A&R Charter amends the Company’s Amended & Restated Certificate of Incorporation of HighPeak Energy, Inc. to adopt limitations on the liability of the officers of the Company similar to those that currently exist for the directors, as permitted by the Delaware General Corporation Law.”
HOOKIPA Pharma Inc.: Filed Certificate of Designation creating Series A-2 Convertible Preferred Stock (effective 2023-06-01).
“On June 1, 2023, the Company filed a Certificate of Designation of Series A-2 Convertible Preferred Stock with the Delaware Secretary of State”
Industrial Logistics Properties Trust: Amended and restated bylaws to address Rule 14a-19 (Universal Proxy Rules) and certain technical updates (effective 2023-06-01).
“On June 1, 2023 the Board of Trustees (the “Board”) of the Company approved and adopted the Company’s Second Amended and Restated Bylaws (the “Amended Bylaws”).”
Kinetik Holdings Inc.: Amendments to certificate of incorporation to add a sunset provision for supermajority vote requirement and to add officer exculpation provision (effective 2023-05-31).
“The Amendments became effective upon the filing of the Certificate of Amendment to the Company’s Third Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of Delaware on May 31, 2023.”
Elicio Therapeutics, Inc.: Name change amendment from Angion Biomedica Corp. to Elicio Therapeutics, Inc (effective 2023-06-01).
“Immediately prior to the consummation of the Merger, on June 1, 2023, Angion filed the Name Change Amendment changing its name from “Angion Biomedica Corp.” to “Elicio Therapeutics, Inc.””
Super League Enterprise, Inc.: Filed Certificate of Amendment to increase authorized common stock from 100,000,000 to 400,000,000 (effective 2023-05-30).
“On May 30, 2023, the Company filed a Certificate of Amendment to its Second Amended and Restated Certificate of Incorporation, as amended (the “ Amendment ”), increasing the number of authorized shares of Common Stock from 100,000,000 to 400,000,000.”
Super League Enterprise, Inc.: Filed Series AA Certificate of Designation designating 550 shares of Series AA Preferred (effective 2023-05-26).
“On May 26, 2023, the Company filed the Series AA Certificate of Designation, designating 550 shares of Series AA Preferred in connection with the Offering.”
Carlyle Group Inc.: Amended and Restated Certificate of Incorporation to declassify the board over a three-year period, effective June 1, 2023 (effective 2023-06-01).
“the Company’s shareholders approved the Amended and Restated Certificate of Incorporation, which became effective upon the Company’s filing of the Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware on June 1, 2023”
Rezolute, Inc.: Amended and restated Code of Business Conduct and Ethics to improve readability and clarify policies on compliance, conflicts of interest, insider trading, and related matters, superseding the prior code without any waiver (effective 2023-05-30).
“On May 30, 2023, the Rezolute, Inc. (the “Company”) Board of Directors (the “Board”) approved an Amended and Restated Code of Business Conduct and Ethics in its entirety (the “Code”).”
SOLAREDGE TECHNOLOGIES, INC.: Added a federal forum selection provision to Article XI, designating the federal district courts of the United States as the exclusive forum for claims under the Securities Act of 1933 (effective 2023-06-01).
“(iii) add a federal forum selection provision to Article XI of the Certificate of Incorporation providing that, unless the Company, in writing, selects or consents in writing to the selection of an alternative forum, to the fullest extent permitted by law, the sole and exclusive forum for any complainant asserting a cause of action arising under the Securities Act of 1933, to the fullest extent permitted by law, shall be the federal district courts of the United States of America”
SOLAREDGE TECHNOLOGIES, INC.: Amended Sections 9.1 and 9.2 to remove supermajority voting requirements (66 2/3%) for stockholders to adopt, amend or repeal, or adopt any provision inconsistent with, certain provisions of the Certificate of Incorporation and Bylaws (effective 2023-06-01).
“(ii) amend Sections 9.1 and 9.2 of Article IX to remove the supermajority voting requirements requiring the holders of at least 66 2/3% of the voting power of the stock outstanding and entitled to vote thereon, voting together as a single class, for the stockholders to adopt, amend or repeal, or adopt any provision inconsistent with, certain provisions of the Company’s Amended and Restated Certificate of Incorporation (“Certificate of Incorporation”) and of the Company’s Amended and Restated Bylaws (“Bylaws”), respectively”
SOLAREDGE TECHNOLOGIES, INC.: Amended Section 5.2 to declassify the Board of Directors and phase-in annual elections over three years, starting with the next annual meeting, so that all directors will be elected annually starting with the 2026 Annual Meeting (effective 2023-06-01).
“(i) amend Section 5.2 of Article V to declassify the Board of Directors and phase-in annual elections of all of our directors over a three-year period starting with the next annual meeting of stockholders, such that all of the Company’s directors will be elected on annual basis starting with the Company’s 2026 Annual Meeting of Stockholders, and to make certain non-substantive changes related thereto”
Opus Genetics, Inc.: Reduced stockholder meeting quorum from a majority to one-third of voting power (effective 2023-06-01).
“The Bylaws Amendment amended Section 8 of ARTICLE III of the Bylaws to reduce the quorum requirement for all meetings of stockholders of the Company from a majority of the voting power of the outstanding shares of stock entitled to vote to one-third of the voting power of the outstanding shares of stock entitled to vote.”
SANGAMO THERAPEUTICS, INC: Added officer exculpation provision eliminating or limiting monetary liability for breach of fiduciary duty (effective 2023-06-02).
“an amendment of the Prior Restated Certificate to provide for the elimination or limitation of monetary liability of officers of the Company for breach of fiduciary duty pursuant to and consistent with the DGCL (the “Officer Exculpation Certificate”)”
SANGAMO THERAPEUTICS, INC: Increased authorized common stock from 320,000,000 to 640,000,000 shares (effective 2023-06-02).
“an amendment to the Seventh Amended and Restated Certificate of Incorporation, as amended (the “Prior Restated Certificate”), to increase the total number of shares of common stock authorized for issuance from 320,000,000 shares to 640,000,000 shares (the “Common Increase Certificate”)”
AVID TECHNOLOGY, INC.: Amended By-Laws to add Rule 14a-19 compliance requirements, align adjournment and stockholder list provisions with DGCL, make conforming changes for prior amendments, and use gender-neutral language (effective 2023-05-25).
“On May 25, 2023, the Company’s board of directors approved an amendment to the Company’s Amended and Restated By-Laws (the “By-Laws”), which became effective immediately.”
AVID TECHNOLOGY, INC.: Amended Certificate of Incorporation to provide for exculpation of certain officers as permitted by DGCL amendments (effective 2023-05-25).
“At the annual meeting of stockholders of Avid Technology, Inc. (the “Company”) on May 25, 2023 (the “2023 Annual Meeting”), stockholders approved an amendment to the Company's Third Amended and Restated Certificate of Incorporation, as amended (the “Amendment to the Certificate of Incorporation”), to provide for the exculpation of certain of our officers, as permitted by recent amendments to the Delaware General Corporation Law (the “DGCL”).”
KIMBALL INTERNATIONAL INC: Amended and restated articles of incorporation in connection with the Merger (effective 2023-06-01).
“At the Effective Time, in connection with the consummation of the Merger, Kimball’s Articles of Incorporation and bylaws were each amended and restated in their entirety to be in the respective forms prescribed by the Merger Agreement.”
KIMBALL INTERNATIONAL INC: Amended and restated bylaws in connection with the Merger (effective 2023-06-01).
“At the Effective Time, in connection with the consummation of the Merger, Kimball’s Articles of Incorporation and bylaws were each amended and restated in their entirety to be in the respective forms prescribed by the Merger Agreement.”
Knife River Corp: Adopted Corporate Governance Guidelines and a Code of Conduct (Leading with Integrity Policy and Guide) effective immediately prior to the Effective Time.
“the Board adopted certain Corporate Governance Guidelines and a Code of Conduct (Leading with Integrity Policy and Guide), in each case, effective as of immediately prior to the Effective Time.”
Knife River Corp: Amended and restated the Bylaws effective as of June 1, 2023 (effective 2023-06-01).
“The Company amended and restated its Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”) and its Bylaws (the “Amended and Restated Bylaws”), in each case, effective as of June 1, 2023.”
Knife River Corp: Amended and restated the Certificate of Incorporation effective as of June 1, 2023 (effective 2023-06-01).
“The Company amended and restated its Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”) and its Bylaws (the “Amended and Restated Bylaws”), in each case, effective as of June 1, 2023.”
Valuence Merger Corp. I: Amended articles to provide for the right of holders 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 a business combination at the election of the holder (effective 2023-05-25).
“The Company’s shareholders also approved a proposal (the “Founder Share Amendment Proposal”) to provide for the right of a holder of the Company’s Class B ordinary shares, par value $0.0001 per share, to convert such shares into Class A ordinary shares, par value $0.0001 per share, on a one-for-one basis at any time and from time to time prior to the closing of a business combination at the election of the holder.”
Valuence Merger Corp. I: Amended articles to eliminate the limitation that the Company may not redeem public shares in an amount that would cause net tangible assets to be less than $5,000,001 and the limitation that the Company shall not consummate a business combination unless net tangible assets are at least $5,000,001 (effective 2023-05-25).
“The Company’s shareholders also approved a proposal (the “Redemption Limitation Amendment Proposal”) to amend the Articles 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 immediately prior to, or upon consummation of, or any greater net tangible asset or cash requirement that may be contained in the agreement relating to, such business combination.”
Valuence Merger Corp. I: Amended articles to extend outside date from June 3, 2023 to September 3, 2023, with ability to further extend in one-month increments up to March 3, 2025 (effective 2023-05-25).
“the Company’s shareholders approved a proposal to amend the Company’s amended and restated memorandum and articles of association (the “Articles”) to provide the Company with the right to extend the date by which the Company must consummate its initial business combination (the “Extension”), from June 3, 2023 (the “Current Outside Date”) to September 3, 2023 (the “Extended Date”), and to allow the Company, without another shareholder vote, by resolution of the board of directors of the Company, to elect to further extend the Extended Date in one-month increments up to eighteen (18) additional times, or a total of up to twenty-one (21) months after the Current Outside Date, until up to March 3, 2025 (each, an “Additional Extended Date”) (the “Extension,” and such proposal, the “Extension Proposal”).”
Allarity Therapeutics, Inc.: Amendment to Certificate of Designations to modify voting rights of Series A Preferred Stock (effective 2023-05-30).
“On May 30, 2023, the Company filed a First Certificate of Amendment to Amended and Restated Certificate of Designations of Series A Convertible Preferred Stock (the “Amended COD”) to amend and restate the voting provisions of the Amended and Restated Certificate of Designations of Series A Convertible Preferred Stock, which was originally filed with the Secretary of State of the State of Delaware on April 21, 2023.”
Mister Car Wash, Inc.: Amended certificate of incorporation to reflect Delaware law provisions regarding officer exculpation (effective 2023-05-25).
“At the Meeting, upon recommendation of the Board, the Company's stockholders approved an amendment to the Company's Amended and Restated Certificate of Incorporation to reflect new Delaware law provisions regarding officer exculpation ("the "Certificate of Amendment"). The Certificate of Amendment became effective upon filing with the Secretary of State of Delaware on May 25, 2023.”
TCR2 THERAPEUTICS INC.: Amended and restated by-laws to be the same as Merger Sub's by-laws in connection with the merger.
“TCR 2 ’s amended and restated by-laws were further amended and restated to be the same as the by-laws of Merger Sub, as in effect immediately prior to the Effective Time.”
TCR2 THERAPEUTICS INC.: Certificate of incorporation amended and restated to be the same as Merger Sub's certificate of incorporation in connection with the merger.
“TCR 2 ’s third amended and restated certificate of incorporation was further amended and restated to be the same as the certificate of incorporation of Merger Sub, as in effect immediately prior to the Effective Time.”
Academy Sports & Outdoors, Inc.: Changed registered agent to Corporation Service Company and registered office address to 251 Little Falls Drive, Wilmington, Delaware (effective 2023-06-01).
“On June 1, 2023, the Board of Directors (the “Board”) of the Company approved the filing of a Certificate of Change of Registered Agent and Location of Registered Office (the “Certificate of Change”) with the Secretary of State of Delaware to change the Company’s registered agent to Corporation Service Company and its registered office to 251 Little Falls Drive, Wilmington, New Castle County, Delaware 19808.”
SmileDirectClub, Inc.: Amendment to Amended and Restated Certificate of Incorporation to provide for exculpation of certain officers as permitted by Delaware law (effective 2023-06-01).
“The Certificate of Amendment, which integrates this amendment to the Certificate of Incorporation approved by the Company’s stockholders at the Annual Meeting, became effective upon filing with the Secretary of State of the State of Delaware on June 1, 2023.”
Cibus, Inc.: Amended and restated code of business conduct and ethics with updates to name, contact, corporate opportunities, third-party IP, fair dealing, side deals, accounting records, and workplace behaviors.
“In connection with the Transactions, the Board amended and restated the Company’s code of business conduct and ethics (the “ Code of Conduct ”) effective as of the First Blocker Merger Effective Time.”
Cibus, Inc.: Amended bylaws to change company name, reflect DGCL changes for Up-C structure, and make conforming updates.
“Effective as of First Blocker Merger Effective Time, Calyxt amended and restated its Amended and Restated Bylaws in the form of the Amended Bylaws.”
Cibus, Inc.: Amended certificate of incorporation to change company name, divide common stock into two classes, remove Cellectis rights, and reflect DGCL changes for Up-C structure.
“Effective as of First Blocker Merger Effective Time, Calyxt amended and restated its amended and restated certificate of incorporation.”
Digital Brands Group, Inc.: Filed certificate of designation establishing a new series of Preferred Stock with specified voting, redemption, and other rights (effective 2023-05-30).
“On May 30, 2023, the Company filed a certificate of designation (the “Certificate of Designation”) with the Secretary of State of the State of Delaware, effective as of the time of filing, designating the rights, preferences, privileges and restrictions of the share of Preferred Stock.”
EVERTEC, Inc.: Amended and restated bylaws to update board size determination, delete obsolete stockholder agreement references, modify director removal and resignation procedures, add universal proxy rule compliance, enhance special meeting and stockholder proposal procedures, and require a non-white proxy card f (effective 2023-05-25).
“On May 25, 2023, in connection with the adoption of the Amended Certificate of Incorporation, the Board also adopted amendments to the Company’s amended and restated bylaws (as amended, the “Amended and Restated Bylaws”), which became effective the same day. Among other things, the amendments effected by the Amended and Restated Bylaws: • provide that the Board shall consist of one or more member as shall be determined by resolution of the Board and any newly created directorships, including those resulting from an increase in the number of directors, will be filled by the Board; • delete obsolete provisions and references to the Stockholder Agreement; • provide that directors may be removed with or with cause and clarify procedures for director and officer resignations; • make certain clarifying changes to procedures for meetings of the Board; • address the universal proxy rules adopted by the SEC, by clarifying that no person may solicit proxies in support of a director nominee other”
EVERTEC, Inc.: Amended certificate of incorporation to eliminate requirement that board be fixed at nine directors and delete obsolete provisions related to terminated stockholder agreement (effective 2023-05-25).
“the Amended Certificate of Incorporation eliminates the requirement that the Board be fixed at nine directors and deletes certain obsolete provisions and references relating to the stockholder agreement, dated April 17, 2012”
ASPEN AEROGELS INC: Stockholders approved amendments to the Certificate of Incorporation to add officer exculpation provisions under new Delaware law and to increase authorized common shares from 125,000,000 to 250,000,000 (effective 2023-06-01).
“The Amendments 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 1, 2023 (the “Certificate of Amendment”).”
PERDOCEO EDUCATION Corp: Amendment to Certificate of Incorporation to limit liability of certain officers (effective 2023-05-25).
“On May 25, 2023, at the Annual Meeting, the Company’s stockholders approved an amendment to the Certificate of Incorporation to limit the liability of certain officers of the Company. The amendment to the Certificate of Incorporation was filed with the Secretary of State of Delaware and became effective on May 25, 2023”
CHIPOTLE MEXICAN GRILL INC: Amended bylaws to provide that shares of capital stock shall be issued solely in uncertificated form beginning June 1, 2023, with existing certificated shares remaining as certificates until surrendered (effective 2023-06-01).
“The Board of Directors of Chipotle Mexican Grill, Inc. (the “Company”) has approved amendments to the amended and restated Bylaws of the Company, which became effective on June 1, 2023. The purpose of the amendments is to provide that, beginning on June 1, 2023, shares of the Company’s capital stock shall be issued solely in uncertificated form; however, shares represented by a certificate issued prior to June 1, 2023 shall remain in certificated form until the certificate is surrendered to the Company.”
AGILYSYS INC: Adopted First Amendment to Bylaws revising advance notice procedures, adding Rule 14a-19 compliance requirements, and specifying consequences for non-compliance (effective 2023-05-25).
“Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On May 25, 2023, the Board of Directors (the "Board") of Agilysys, Inc. (the "Company"), adopted the First Amendment (the "Amendment") to the Company's Bylaws. The Amendment, among other things: • revises the advance notice procedures for stockholder proposals to require certain additional disclosures with respect to nominating stockholders, their proposed nominees and other persons related to a stockholder's solicitation of proxies; • adds a requirement for a stockholder submitting a nomination notice to make a representation as to whether such stockholder intends to solicit proxies in support of director nominees other than the Company's nominees in accordance with Rule 14a-19 under the Securities Exchange Act of 1934, as amended, and, on request of the Company, to provide reasonable evidence that certain requirements of such rule have been satisfied; and • specifies that any proxies or votes solicite”
Bitcoin Depot Inc.: Amended A&R Charter to extend deadline for initial business combination from June 1, 2023 to July 1, 2023 and allow monthly extensions up to March 1, 2024 (effective 2023-05-25).
“On May 25, 2023, the Company filed an amendment (the “Extension Amendment”) to 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 1, 2023 to July 1, 2023, and allows the Company, without another stockholder vote, to further extend the date to consummate an initial business combination on a monthly basis up to eight times by an additional one month each time after July 1, 2023, or later extended deadline date, by resolution of the Company’s board of directors, if requested by GSR II Meteora Sponsor LLC, a Delaware limited liability company (the “Sponsor”), upon five days’ advance notice prior to the applicable deadline date, until March 1, 2024 (such date as extended, the “Extended Date”), unless the closing of the initial business combination shall have occurred prior thereto (the “Extension”).”
Telesis Bio Inc.: Filed Certificate of Designation to establish Redeemable Convertible Preferred Stock with rights, preferences, and privileges.
“The Company expects to file 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.”
ESTABLISHMENT LABS HOLDINGS INC.: Amended and restated the Memorandum and Articles of Association to eliminate supermajority voting requirements, replacing them with a simple majority vote.
“the supermajority vote requirements that applied to approving amendments”
ESTABLISHMENT LABS HOLDINGS INC.: Amended and restated the Memorandum and Articles of Association to declassify the board of directors, phasing in one-year terms by 2026.
“shareholders approved an amendment and restatement of the Company’s Amended and Restated Memorandum of Association and Articles of Association”
Four Corners Property Trust, Inc.: Removed exclusive forum provision (Article XV) from bylaws, eliminating Maryland Circuit Court as exclusive forum for certain legal actions (effective 2023-05-30).
“On May 30, 2023, the Board approved and adopted an amendment (the “Amendment”) to the Company’s Second Amended and Restated Bylaws (the “Bylaws”) to remove Article XV, which provision had designated the Circuit Court for Baltimore City, Maryland, (the “Maryland Circuit Court”) or, if the Maryland Circuit Court does not have jurisdiction, the United States District Court for the District of Maryland, Northern Division, as the exclusive forum for certain legal actions involving the Company.”
CPI Card Group Inc.: Amendment to Certificate of Incorporation to limit liability of certain officers as permitted by Delaware law (effective 2023-05-24).
“As described under Item 5.07 of this report, on May 24, 2023, at the Annual Meeting of Stockholders (“Annual Meeting”) of CPI Card Group, Inc. (the “Company”), the Company's stockholders approved an amendment (“Amendment”) to the Company's Fourth Amended and Restated Certificate of Incorporation (“Certificate of Incorporation”) to reflect new Delaware law provisions regarding officer exculpation.”
RE/MAX Holdings, Inc.: Added Section 3.11 to bylaws authorizing appointment of Director Emeritus and eliminated stockholder list requirement due to DGCL amendment (effective 2023-05-25).
“On May 25, 2023, and effective on the same date, the Board adopted an amendment to the Bylaws, which adds a provision (Section 3.11) that provides the Board with the authority to appoint a Director Emeritus (including the authority to designate any Director Emeritus who is a former Chair or Vice Chair of the Board as Chair Emeritus or Vice Chair Emeritus, respectively).”
Verastem, Inc.: Amended restated certificate of incorporation to effect a one-for-twelve reverse stock split of common stock (effective 2023-05-30).
“On May 30, 2023, Verastem, Inc. (the “Company”) filed a Certificate of Amendment to the Company’s Restated Certificate of Incorporation, as amended to date, (the “Certificate of Amendment”) 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 $0.0001 (the “Common Stock”) at a ratio of one-for-twelve (the “Reverse Stock Split”).”
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.