Governance Changes

Panbela Therapeutics, Inc.: Filed Certificate of Amendment to effect 1-for-30 reverse stock split of common stock (effective 2023-06-01).

“Accordingly, on May 30, 2023, the Company filed a Certificate of Amendment to the Restated Certificate of Incorporation (the “Amendment”) to effect the Reverse Split as of 12:01 a.m., eastern time, on June 1, 2023.”

Troika Media Group, Inc.: Approved a 1-for-25 reverse stock split, decreasing authorized common stock from 800,000,000 to 32,000,000 shares and reducing outstanding shares proportionally, effective June 1, 2023 (effective 2023-06-01).

“The Board of Directors of Troika Media Group, Inc., a Nevada corporation (the “ Company ”), has approved a reverse stock split of the Company’s issued and outstanding shares of common stock, par value $0.001 per share (the “ Common Stock ”), at a ratio of 1-for-25 (the “ Reverse Stock Split ”). The Company anticipates that the Reverse Stock Split will be effective at 12:01 a.m., Eastern Time, on June 1, 2023 (the “ Effective Date ”).”

FARO TECHNOLOGIES INC: Amended and restated bylaws to enhance procedural mechanics and disclosure requirements for shareholder nominations and proposals, change provisions related to universal proxy rules, clarify special meeting procedures and exclusive forum provisions, and make other updates (effective 2023-05-26).

“The Amended and Restated Bylaws were amended and restated to, among other things: • enhance procedural mechanics and disclosure requirements in connection with shareholder nominations of directors and submissions of proposals regarding other business at the Company’s annual meeting of shareholders (except for proposals properly made in accordance with Rule 14a-8 under the Securities Exchange Act of 1934), including by requiring additional background information and disclosures regarding proposing shareholders, proposed nominees and business, and other persons related to a shareholder’s solicitation of proxies; • change certain provisions relating to shareholder nominees for election as a director to limit the number of director candidates a shareholder may nominate for election and to address the universal proxy rules adopted by the Securities and Exchange Commission; • clarify the procedures around calling a special meeting of shareholders, the notice required for special meetings, wh”

SM Energy Co: Amendment to Certificate of Incorporation to limit officer liability per Delaware law (effective 2023-05-25).

“As described under Item 5.07 of this report, on May 25, 2023, at the Annual Meeting of Stockholders (“ Annual Meeting ”) of SM Energy Company (“ Company ”), the Company's stockholders approved an amendment (“ Amendment ”) to the Company's Restated Certificate of Incorporation (" Certificate of Incorporation ") to reflect new Delaware law provisions regarding officer exculpation.”

TORO CO: Amended and Restated Bylaws adopted to update provisions related to stockholder meetings, stockholder proposals, majority vote standard, universal proxy rules, proxy card color, and federal forum for Securities Act claims (effective 2023-05-23).

“On May 23, 2023, the Board of Directors (the “Board”) of The Toro Company (“TTC”), acting upon the recommendation of the Nominating & Governance Committee of the Board, approved and adopted Amended and Restated Bylaws of The Toro Company (the “Amended and Restated Bylaws”), effective as of May 23, 2023.”

KORN FERRY: Amended and restated Bylaws to align with DGCL updates, revise advance notice requirements, and make technical clarifications (effective 2023-05-26).

“On May 26, 2023, the Board of Directors (the “Board”) of Korn Ferry (the “Company”) approved an amendment and restatement of the Company’s Bylaws (the “Bylaws”), which became effective immediately.”

USA Rare Earth, Inc.: Adopted Amended and Restated Memorandum and Articles of Association in connection with IPO (effective 2023-05-24).

“On May 24, 2023, in connection with the IPO, the Company adopted its Amended and Restated Memorandum and Articles of Association (the “ Amended Charter ”), effective the same day.”

Alternus Clean Energy, Inc.: Stockholders approved an amendment to the Charter to extend the deadline to consummate a business combination up to six times from May 28, 2023 to November 28, 2023, with monthly extension payments into the trust account (effective 2023-05-26).

“On May 26, 2023, the Company filed a Certificate of Amendment of the Charter with the Secretary of State of the State of Delaware (the “ Charter Amendment ”) to reflect the Charter Amendment Proposal and address any scriveners or typographical errors.”

USCB FINANCIAL HOLDINGS, INC.: Amendment changes conversion factor for Class B non-voting common stock to Class A voting common stock from 0.2 to one-for-one and aligns dividend treatment (effective 2023-05-24).

“On May 24, 2023, USCB Financial Holdings, Inc. (the “Company”) filed an amendment, effective upon filing, to its Articles of Incorporation with the Florida Department of State (the “Amendment”).”

Cardio Diagnostics Holdings, Inc.: Stockholders approved Third Amended and Restated Certificate of Incorporation removing blank-check company provisions (business combination consummated Oct 25, 2022), adding officer liability elimination, changing registered agent, and making other conforming changes (effective 2023-05-30).

“The Certificate of Incorporation amends the Prior Certificate of Incorporation by (i) removing from the charter certain provisions that related to the status of the Company as a blank check company that are no longer applicable following the consummation of the business combination on October 25, 2022; (ii) adding a provision eliminating the personal liability of corporate officers under certain circumstances; (iii) changing the registered agent in the State of Delaware; and (iv) making certain other conforming changes to the charter .”

Piermont Valley Acquisition Corp: Extended deadline for business combination from June 3, 2023 to March 3, 2024; added board discretion to wind up earlier (effective 2023-05-23).

“The Company filed the Charter Amendments with the Cayman Islands Registrar of Companies on May 23, 2023.”

TIGO ENERGY, INC.: ROCG ceased to be a shell company as a result of the Business Combination (effective 2023-05-22).

“As a result of the Business Combination, ROCG ceased to be a shell company upon the Closing.”

TIGO ENERGY, INC.: Board adopted a new Code of Business Conduct and Ethics (effective 2023-05-22).

“On May 22, 2023, the Board adopted a new Code of Business Conduct and Ethics that applies to all of its employees, officers and directors, including its Chief Executive Officer, Chief Financial Officer and other executive and senior financial officers.”

TIGO ENERGY, INC.: Company adopted Amended and Restated Bylaws in connection with the Business Combination (effective 2023-05-23).

“adopted the Amended and Restated Bylaws (the “Bylaws”).”

TIGO ENERGY, INC.: Company filed a Second Amended and Restated Certificate of Incorporation in connection with the Business Combination (effective 2023-05-23).

“the Company changed its name to "Tigo Energy, Inc.," filed a Second Amended and Restated Certificate of Incorporation (the “Charter”) with the Delaware Secretary of State on May 23, 2023”

Cactus Acquisition Corp. 1 Ltd: Amendment to Amended and Restated Memorandum and Articles of Association to allow issuance of Class A ordinary shares upon conversion of Class B ordinary shares without trust account proceeds restriction when holders waive rights to trust account proceeds (effective 2023-05-30).

“On May 30, 2023, Cactus Acquisition Corp. 1 Ltd. (the "Company" or "Cactus") filed an amendment (the "Articles Amendment") to Cactus' Amended and Restated Memorandum and Articles of Association (the "Articles") that provides that the existing restriction under the Articles that prevents the issuance by the Company of additional shares that would vote together with the Company's publicly held Class A ordinary shares, par value $0.0001 per share ("Class A ordinary shares"), on a proposal to approve the Company's initial business combination, will not apply to the issuance of Class A ordinary shares upon conversion of the Company's Class B ordinary shares, par value $0.0001 per share ("Class B ordinary shares") where the holders of the converted shares waive their rights to proceeds from the Company's trust account.”

Zoomcar Holdings, Inc.: Change of fiscal year end from December 31 to March 31 (effective 2023-05-30).

“On May 30, 2023, the board of directors of Innovative International Acquisition Corp. (the “Company”) approved a change to the Company’s fiscal year end from December 31 to March 31, in accordance with the Company’s amended and restated articles of association.”

Beard Energy Transition Acquisition Corp.: Extended the business combination deadline from 18/21 months to 25 months from IPO and included other non-substantive charter changes (effective 2023-05-25).

“On May 25, 2023, the stockholders of the Company approved the Second Amended and Restated Certificate of Incorporation (the “A&R Charter”) at the Special Meeting. The A&R Charter (i) extends the date by which the Company must complete a business combination (the “Extension”) from 18 months (or 21 months if the Company chooses to exercise its option to extend the date by an additional three months (the “Extension Option”)) to 25 months from the closing of the Company’s initial public offering (with no Extension Option) or such earlier date as determined by the Company’s board of directors (the “Board”) and (ii) reflects certain other non-substantive changes to the Company’s charter.”

OceanTech Acquisitions I Corp.: Amended charter to extend deadline for business combination from June 2, 2023 to up to June 2, 2024 with monthly extension payments (effective 2023-06-02).

“At the Special Meeting, the Stockholders approved the proposal (the “Extension Amendment Proposal”) for the Company to adopt and file with the Delaware Secretary of State of the State of Delaware the Amended Charter, which the Company promptly filed following the Stockholders’ approval of the Extension Amendment Proposal. Pursuant to the Amended Charter, the Company has the right to extend beyond June 2, 2023 (the “Original Termination Date”) by up to 12 1-month extensions through June 2, 2024”

Healthcare Triangle, Inc. reported a fiscal year change.

“Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. To the extent required by Item 5.03 of Form 8-K, the information contained in Item 8.01 of this Current Report on Form 8-K is incorporated herein by reference.”

AdTheorent Holding Company, Inc.: Amended the Second Amended and Restated Certificate of Incorporation to limit officer liability in accordance with Delaware law (effective 2023-05-25).

“The Amendment became effective upon the Company’s filing of a Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation with the Secretary of State of Delaware on May 25, 2023”

Applied UV, Inc.: Filed Certificate of Amendment to effect a 1-for-5 reverse stock split of common stock (effective 2023-05-30).

“Applied UV, Inc. (the “Company”) filed a Certificate of Amendment to the Company’s Certificate of Incorporation with the Secretary of State of the State of Delaware (the “Certificate of Amendment”) to effect a 1-for-5 reverse stock split (the “reverse stock split”) of the shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), on May 30, 2023.”

Phathom Pharmaceuticals, Inc.: Amendment to certificate of incorporation to eliminate personal liability of officers for monetary damages for breach of fiduciary duty (effective 2023-05-26).

“On May 25, 2023, Phathom Pharmaceuticals, 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 May 26, 2023 (“Certificate of Amendment”).”

Aphoenity International Holdings Inc.: Board approved amendment to Articles of Incorporation to increase authorized share capital to 1,000,000,000 shares of Common Stock (effective 2023-05-24).

“on May 24, 2023, the Board approved a resolution to amend its Articles of Incorporation and increase the authorized share capital to one billion (1,000,000,000) shares of the Common Stock to facilitate the issuance of new stocks.”

Crypto Co: increased authorized shares of common stock from 150,000,000 to 2,000,000,000 (effective 2023-05-24).

“Effective May 24, 2023, the Company amended its Articles of Incorporation (the “Articles”), to amend Section 1 of Article 4 of the Articles to increase the number of authorized shares of common stock from 150,000,000 to 2,000,000,000 (the “Amendment”).”

BRC Group Holdings, Inc.: Amended the Code of Business Conduct and Ethics to clarify the right of employees, agents, consultants and contractors to report possible violations of law or regulations to self-regulatory authorities or governmental agencies (effective 2023-05-23).

“On May 23, 2023, in connection with its periodic review of the Company’s Code of Business Conduct and Ethics (the “Code”), the Board of Directors of the Company amended the Code to clarify the right of the Company’s employees, agents, consultants and contractors’ right to report possible violations of the law or regulations to self-regulatory authorities or governmental agencies or entities.”

Laredo Oil, Inc.: Increased authorized shares of common stock from 90,000,000 to 120,000,000 (effective 2023-05-23).

“Effective May 23, 2023, the Company amended the first paragraph of Article Fourth of its Certificate of Incorporation. The amendment to Article Fourth increased the total number of authorized shares of the Company’s Common Stock, $0.0001 par value, from 90,000,000 shares to 120,000,000 shares.”

TreeHouse Foods, Inc.: Conforming amendments to bylaws approved by Board, effective upon filing of Certificate of Amendment on May 26, 2023 (effective 2023-05-26).

“the Board of Directors approved conforming amendments to the Company’s by-laws (the “By-Law Amendments”, and such by-laws, as amended and restated, the “Amended and Restated By-Laws”), subject to stockholder approval of the Charter Amendments and the filing and effectiveness of the Certificate of Amendment.”

TreeHouse Foods, Inc.: Declassified Board of Directors and phased in annual director elections over three years, effective upon filing of Certificate of Amendment on May 26, 2023 (effective 2023-05-26).

“the stockholders of TreeHouse, Inc. (the “Company”), upon the recommendation of the Board of Directors, approved amendments to the Company’s certificate of incorporation (the “Charter Amendments”) to declassify the Company’s Board of Directors and phase in annual director elections over a period of three years, so that beginning with the Company’s 2026 annual meeting of stockholders, the declassification of the Board of Directors will be complete and all directors will be subject to annual election for one-year terms.”

Axos Financial, Inc.: Amended and restated Bylaws effective May 25, 2023, adopting universal proxy rule requirements in Article II, Section 10, including proxy card color, proxy solicitation representation, information requirements, and vote disregard for non-compliance with Rule 14a-19 (effective 2023-05-25).

“On May 25, 2023, the Board of Directors of Axos Financial, Inc. (the “Company”) amended and restated the Company’s Bylaws (the “Bylaws”), effective immediately.”

Golden Minerals Co: Filing of amendment to certificate of incorporation to effect a 1-for-25 reverse stock split and reduction of authorized shares from 350,000,000 to 28,000,000 (effective 2023-06-09).

“To effect the Reverse Stock Split and the Authorized Shares Reduction, the Company filed on May 30, 2023 an amendment to the Company’s Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware (the “Amendment”).”

DMK PHARMACEUTICALS Corp: Filed Certificate of Designation for Series E Convertible Preferred Stock, designating 15,000 shares as Series E Preferred (effective 2023-05-24).

“On May 24, 2023, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of Series E Convertible Preferred Stock (the “Certificate of Designation”) with the Secretary of State of the State of Delaware, designating 15,000 shares out of the authorized but unissued shares of its preferred stock as Series E Preferred”

LTC PROPERTIES INC: Amended and restated Bylaws to revise advance notice provisions, incorporate universal proxy rule, change stockholder proposal deadlines, require exclusive use of white proxy card by board, and make other ministerial changes (effective 2023-05-24).

“On May 24, 2023, the Board of Directors of LTC Properties, Inc. (“LTC” or the “Corporation”) approved an amendment and restatement of the Corporation’s Bylaws (as so amended and restated, the “Bylaws”), effective May 24, 2023, to among other things: · revise the advance notice provisions for stockholder nominations and proposals to require certain additional disclosures with respect to any such stockholder, the stockholder’s nominee(s) or proposal(s), and any other person related to the stockholder’s solicitation of proxies; · incorporate Rule 14a-19 (the universal proxy rule), recently promulgated by the U.S. Securities and Exchange Commission (the “SEC”), into the advance notice provisions applicable to stockholder nominations, including to add a requirement for the stockholder submitting a notice of nomination to make a representation as to whether the stockholder intends to solicit proxies in support of any nominee other than the Board of Directors’ nominee(s) in accordance with Ru”

Fossil Group, Inc.: Amended Article VI of the certificate of incorporation to update exculpation provisions for officers (effective 2023-05-25).

“As described in the Proxy Statement and as approved by the Company’s stockholders at the 2023 Annual Meeting of Stockholders (the “Annual Meeting”), the Company amended Article VI of its Third Amended and Restated Certificate of Incorporation to update the exculpation provisions contained therein (the “Charter Amendment”).”

ROYAL GOLD INC: Amendment to restated certificate of incorporation to limit liability of officers (effective 2023-05-26).

“On May 26, 2023, the Company filed a certificate of amendment (the “Amendment”) to its restated certificate of incorporation (the “Restated Certificate of Incorporation”) with the Secretary of State of the State of Delaware. The Amendment amends the TENTH provision of the Restated Certificate of Incorporation to limit the liability of officers, as permitted under Section 102(b)(7) of the General Corporation Law of the State of Delaware (the “DGCL”).”

BIOLASE, INC: Filed Certificate of Designation for Series H Convertible Redeemable Preferred Stock (effective 2023-05-24).

“On May 24, 2023, the Company filed the Certificate of Designation with the Secretary of State of the State of Delaware to establish the powers, preferences and rights of the shares of the Series H Convertible Preferred Stock and the qualifications, limitations or restrictions thereof.”

HECLA MINING CO/DE/: Amended Bylaws Article I, Section 1 to change registered agent from CT to CSC (effective 2023-05-23).

“On May 23, 2023, the Board of the Company approved an amendment to the Company’s Bylaws revising Article I, Section 1 to change the registered office address and registered agent in the State of Delaware from CT to CSC.”

HECLA MINING CO/DE/: Amended Article II of Restated Certificate of Incorporation to change registered agent from CT to CSC (effective 2023-05-23).

“On May 23, 2023, the Board of Directors (“Board”) of Hecla Mining Company (the “Company”) approved an amendment (the “Amendment”) to the Company’s Restated Certificate of Incorporation revising Article II to change the registered office address and registered agent in the State of Delaware from The Corporation Trust Company (“CT”) to Corporation Service Company (“CSC”).”

LINCOLN NATIONAL CORP: decreased the number of authorized Board members from thirteen to eleven (effective 2023-05-25).

“On May 25, 2023, the Company’s Board of Directors (the “Board”) approved an amendment to the Amended and Restated Bylaws of the Company (the “Bylaws”), effective May 25, 2023, to modify the language in Article II, Section 1 of the Bylaws to decrease the number of authorized Board members from thirteen to eleven.”

Soluna Holdings, Inc: Filed a certificate of designation for Series X Preferred Stock with 50,000,000 votes, voting only on Reverse Stock Split, no liquidation rights, and transfer restrictions (effective 2023-05-19).

“On May 19, 2023, the Company filed a certificate of designation (the “Certificate of Designation”) with the Secretary of State of Delaware, effective as of the time of filing, designating the rights, preferences, privileges and restrictions of the share of Preferred Stock.”

CLOROX CO /DE/: Amended and restated bylaws to add procedural requirements for universal proxy rules, change proxy card color, add nominee disclosure and interview requirements, and add emergency provisions (effective 2023-05-22).

“The Board of Directors (the “Board”) of The Clorox Company (the “Company”) amended and restated the Company’s bylaws (the “Bylaws”), effective May 22, 2023, in connection with the effectiveness of new Securities and Exchange Commission (the “SEC”) rules regarding universal proxy cards and a periodic review of the Bylaws.”

KKR Infrastructure Conglomerate LLC: Second Amended and Restated Limited Liability Company Agreement, adding Class R-D Shares, adopting Share Repurchase Plan, and updating Repurchase Committee, Board composition, tax allocations, and conflict/indemnification provisions (effective 2023-05-26).

“On May 26, 2023, the Company executed its Second Amended and Restated Limited Liability Company Agreement (the “Second A&R LLCA”), which amended and restated the Company’s Amended and Restated Limited Liability Company Agreement, dated as of October 25, 2022.”

Third Coast Bancshares, Inc.: Shareholders approved amendment and restatement of Article VI of the certificate of formation to authorize a new class of non-voting common stock (effective 2023-05-25).

“On May 25, 2023, at the Annual Meeting of Shareholders (the “Annual Meeting”) of Third Coast Bancshares, Inc. (the “Company”), the Company’s shareholders approved the amendment and restatement (the “Amendment”) of Article VI of the Company’s first amended and restated certificate of formation to authorize a new class of non-voting common stock, par value $1.00 per share (“Non-Voting Common Stock”).”

Envista Holdings Corp: Amended and restated bylaws to update Delaware law provisions, address Rule 14a-19, and revise advance notice procedures (effective 2023-05-22).

“On May 22, 2023, the Board of Directors of Envista Holdings Corporation (the "Company") amended and restated the Company's Second Amended and Restated Bylaws (as so amended and restated, the "Bylaws") to (i) update various provisions to reflect recent amendments to Delaware law regarding stockholder lists and meeting adjournment procedures; (ii) address matters relating to Rule 14a-19 under the Securities Exchange Act of 1934, as amended; and (iii) revise the procedures and disclosure requirements set forth in the Company's advance notice provisions.”

Atlas Lithium Corp: Adopted Second Amended and Restated Bylaws effective May 25, 2023, addressing advance notice, stockholder meeting procedures, virtual meetings, board size increase to 7, director qualifications, and other governance updates (effective 2023-05-25).

“On May 25, 2023, the Company adopted the Second Amended and Restated Bylaws of the Company (“A&R Bylaws”), effective as of such date. In line with the requirements of being a public company recently listed on the Nasdaq Stock Market LLC, the A&R Bylaws amend several aspects”

Atlas Lithium Corp: Filed Certificate of Change for 1-for-750 reverse stock split and corresponding reduction in authorized shares, and Certificate of Amendment to increase authorized common stock to 4 billion shares, each retroactively effective as of December 20, 2022; later filed Amended and Restated Articles reduci (effective 2022-12-20).

“in order to decrease the number of shares of the Company’s issued and outstanding shares of Common Stock and correspondingly decrease the number of authorized shares of Common Stock, each at a ratio of 1-for-750, retroactively effective as of December 20, 2022.”

PLx Pharma Winddown Corp.: Company changed its name to 'PLx Pharma Winddown Corp.' (effective 2023-05-26).

“On May 26, 2023, the Company filed an amendment to its Amended and Restated Certificate of Incorporation (the "Charter Amendment") with the Secretary of State of the State of Delaware in order to change its name to "PLx Pharma Winddown Corp.".”

ESPORTS ENTERTAINMENT GROUP, INC.: Filed a certificate of designations to establish Series D Convertible Preferred Stock, amending powers, designations, preferences, and other rights (effective 2023-05-22).

“On May 22, 2023, the Company filed a certificate of designations (the “Series D Certificate of Designations”), with the Secretary of State of the State of Nevada regarding the Company’s shares of preferred stock, par value $0.001 per share, designated as Series D Convertible Stock, to amend certain powers, designations, preferences and other rights set forth therein, effective as of May 22, 2023.”

Ampio Pharmaceuticals, Inc.: Amended bylaws to change quorum requirement at stockholder meetings from a majority to one-third of outstanding shares (effective 2023-05-24).

“On May 24, 2023, the board of directors the (“Board”) of Ampio Pharmaceuticals, Inc. (the “Company”), adopted and approved an amendment to the Company’s Amended and Restated Bylaws (the “ Bylaws Amendment ”) in order to change the proportion of shares present required to constitute a quorum at a meeting of stockholders, from a majority to one-third of the outstanding shares of stock entitled to vote.”

RING ENERGY, INC.: Charter Amendment filed with the Secretary of State of Nevada.

“A copy of the Charter Amendment as filed with the Secretary of State of the State of Nevada is included as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.”