Governance Changes

Babcock & Wilcox Enterprises, Inc.: Approved amendment to Certificate of Incorporation to provide for exculpation of officers as permitted by Delaware law (effective 2023-05-23).

“On May 18, 2023, at the 2023 annual meeting of stockholders (the “Annual Meeting”) of Babcock & Wilcox Enterprises, Inc. (the “Company”), the stockholders of the Company approved an amendment (the “Amendment”) to the Company’s Amended and 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 May 23, 2023.”

XMax Inc.: Reverse stock split at 1:5 ratio and reduction of authorized shares from 15,000,000 to 3,000,000 via Certificate of Change filed with Nevada Secretary of State (effective 2023-05-22).

“On May 22, 2023, the Company filed a Certificate of Change Pursuant to NRS 78.209 with the Nevada Secretary of State to effect the Reverse Stock Split, which became effective upon filing.”

Capital Bancorp Inc: Conformed bylaws to reflect majority voting change for directors in uncontested elections (effective 2023-05-22).

“In addition, effective May 22, 2023, the Board approved (i) conforming changes to our Amended and Restated Bylaws (the “Bylaws Amendment”) for the Director Election Voting Change, and (ii) a director resignation policy (the “Director Resignation Policy”).”

Capital Bancorp Inc: Amended articles to require majority voting for directors in uncontested elections and reduce stockholder vote requirement for general amendments from two-thirds to a majority (effective 2023-05-22).

“At the Annual Meeting of Stockholders of Capital Bancorp, Inc. (the “Company”) held on May 18, 2023 (the “Annual Meeting”), the Company’s stockholders approved two proposals to amend (collectively, the “Amendments”) the Company’s Amended and Restated Articles of Incorporation (the “Articles”) to require (1) that directors be elected by a majority of votes cast in uncontested elections (but retaining a carve-out for plurality voting in contested elections where there are more nominees than seats) (“Director Election Voting Change”) and (2) the approval of holders of a majority, rather than two-thirds, of the Company’s shares for general amendments to the Articles.”

Village Bank & Trust Financial Corp.: Amended bylaws to set the number of directors at nine (effective 2023-05-23).

“Effective May 23, 2023, the Board of Directors of Village Bank and Trust Financial Corp. (the “Company”) amended the Company’s Bylaws to set the number of directors at nine (9).”

AMERICAN INTERNATIONAL HOLDINGS CORP.: Filed Certificate of Correction to correct errors in the Certificate of Designations of Series A Convertible Preferred Stock regarding voting and conversion rights, retroactive to original filing date (effective 2023-05-18).

“On May 18, 2023, the Company file d a Certificate of Correction with the Secretary of State of Nevada, to its Certificate of Designations of Series A Convertible Preferred Stock American International Holdings Corp. (the “ Company ”), as originally filed with the Secretary of State of Nevada on May 6, 2022 (the “ Designation ”).”

DMK PHARMACEUTICALS Corp: The company filed a Certificate of Amendment to its Restated Certificate of Incorporation to effect a 1-for-70 reverse stock split of its common stock, effective 12:01 a.m. Eastern time (effective 2023-05-22).

“Adamis Pharmaceuticals Corporation (the “Company”) filed a Certificate of Amendment (the “Certificate of Amendment”) to the Company’s Restated Certificate of Incorporation (the “Restated Certificate”) with the Secretary of State of Delaware, effective 12:01 a.m. Eastern time, to effect a 1-for-70 reverse stock split of the outstanding shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) (the “Reverse Stock Split”).”

Inuvo, Inc.: Amended and restated bylaws to update the structure of officer positions and clarify duties and responsibilities (effective 2023-05-19).

“On May 19, 2023, the Company’s board of directors amended and restated the bylaws of the Company to update the structure of its officer positions and clarify each’s duties and responsibilities.”

SOUTHWESTERN ENERGY CO: Shareholders elected ten directors and approved advisory say-on-pay vote, frequency of say-on-pay votes, and ratification of auditor (effective 2023-05-18).

“At the Annual Meeting, the shareholders elected each of the following individuals to serve on the Board of Directors of the Company for a term of one year, or until his or her successor is duly elected and qualified, with the votes, rounded to the nearest whole share, cast as follows. JOHN D. GASS”

REPLIGEN CORP: Amendment to Certificate of Incorporation to permit Board to adopt, amend or repeal Bylaws (effective 2023-05-18).

“Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. As described below in Item 5.07 of this Current Report on Form 8-K and in Repligen Corporation’s (the “Company”) proxy statement filed with the Securities and Exchange Commission under Section 14(a) of the Securities Exchange Act, as amended, on April 11, 2023 (the “Proxy Statement”), on May 18, 2023, the Company’s shareholders voted at the Company’s 2023 annual meeting of shareholders (the “Annual Meeting”) to, among other things, approve an amendment (the “Charter Amendment”) to the Company’s Certificate of Incorporation to permit the Board of Directors of the Company (the “Board”) to adopt, amend or repeal the Company’s By-laws.”

Dakota Gold Corp.: Increased authorized shares of common stock from 144,302,330 to 300,000,000 (effective 2023-05-18).

“On May 18, 2023, pursuant to the authorization and approval provided by the stockholders of Dakota Gold Corp. (the "Company") at the Meeting discussed below under Item 5.07, the Company filed a Certificate of Amendment to its Articles of Incorporation with the Secretary of State of Nevada to increase its authorized shares of common stock, $0.001 par value per share, from 144,302,330 to 300,000,000 shares, which filing became effective on the same date (the "Amendment").”

Transcode Therapeutics, Inc.: Filed Certificate of Amendment to effect a 1-for-20 reverse stock split of common stock (effective 2023-05-22).

“On May 19, 2023, TransCode Therapeutics, Inc. (the “Company”) filed a Certificate of Amendment (the “Certificate of Amendment”) to its Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to effect a 1-for-20 reverse stock split (the “Reverse Split”) of the Company’s issued and outstanding shares of common stock, par value $0.0001 per share (the “Common Stock”), as of 4:05 p.m. Eastern Time on May 22, 2023 (the “Effective Time”).”

Streetex Corp.: Company ceased to be a shell company.

“Based on the forgoing information, we believe that we are no longer a "shell company," as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended.”

ESS Tech, Inc.: Stockholders approved an amendment to the Company's Certificate of Incorporation to add officer exculpation provisions in accordance with recent changes to Delaware law (effective 2023-05-19).

“As disclosed in Item 5.07 below, at the Annual Meeting of the Company, the Company’s stockholders approved an amendment to Article IX of the Company’s Certificate of Incorporation (“Charter”), to provide for exculpation of certain officers to the fullest extent permitted by the Delaware General Corporation Law. The Board previously approved the amendment to the Charter subject to stockholder approval. The Charter amendment became effective upon the filing of the Certificate of Amendment to the Charter with the Secretary of State of the State of Delaware on May 19, 2023.”

EVgo Inc.: Amendment to Second Amended and Restated Certificate of Incorporation to limit personal liability of certain officers as permitted by Delaware law (effective 2023-05-19).

“the Company’s stockholders, upon the recommendation of the Company’s board of directors, approved an amendment to the Company’s Second Amended and Restated Certificate of Incorporation to limit the personal liability of certain of the Company’s officers, as permitted by recent changes to Delaware law (the “Charter Amendment”). The Charter Amendment became effective upon the filing of the Third Amended and Restated Certificate of Incorporation of the Company (the “Third A&R Charter”) with the Secretary of State of the State of Delaware on May 19, 2023.”

Sigilon Therapeutics, Inc.: Amended certificate of incorporation to effect a 1-for-13 reverse stock split (effective 2023-05-22).

“On May 22, 2023, the Company filed a Certificate of Amendment (the “Certificate of Amendment”) to its Fifth 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-13.”

HC LIQUIDATING, INC.: Company changed its name from HyreCar Inc. to HC Liquidating, Inc. via a Certificate of Amendment of Certificate of Incorporation (effective 2023-05-16).

“the Company filed a Certificate of Amendment of Certificate of Incorporation with the Delaware Secretary of State on May 16, 2023 changing its name from HyreCar Inc. to HC Liquidating, Inc.”

Solaris Energy Infrastructure, Inc.: Amendment to Amended and Restated Certificate of Incorporation to provide for officer exculpation as permitted by Delaware law (effective 2023-05-22).

“the Certificate of Incorporation Amendment was filed with the office of the Secretary of State of the State of Delaware on May 22, 2023, and became effective upon filing”

US Foods Holding Corp.: Amended and restated certificate of incorporation to add federal forum selection provision and update officer exculpation provisions under Delaware law (effective 2023-05-19).

“On May 19, 2023, the Company filed the Restated Certificate with the Secretary of State of the State of Delaware.”

Independent Bank Group, Inc.: Amended bylaws to reflect declassification, update universal proxy rules, clarify special meeting mechanics, allow single inspector of election, and make other conforming changes (effective 2023-05-22).

“the Board approved the Sixth Amended and Restated Bylaws of the Company (the “Amended Bylaws”), which became effective upon the filing and effectiveness of the Charter Amendment on May 22, 2023, in order to, among other things: • Make conforming changes to reflect the phasing out of the classified structure of the Board; • Reflect the universal proxy rules promulgated by the U.S. Securities and Exchange Commission, including requiring a shareholder that provides notice of its intent to nominate an individual to the Board pursuant to those rules to comply with all requirements of those rules; • Enhance and clarify the procedural mechanics and disclosure requirements in connection with a shareholder’s ability to request a special meeting of shareholders; • Allow for the Company to appoint a single inspector of election at shareholder meetings; and • Make certain other technical, conforming or clarifying changes.”

Independent Bank Group, Inc.: Charter amendment to phase out classified board structure over three years, providing for annual election of all directors beginning at 2025 annual meeting (effective 2023-05-22).

“The Charter Amendment eliminates the classification of the Board over a three-year period and provides for the annual election of all directors beginning at the 2025 Annual Meeting of Shareholders of the Company.”

CDW Corp: Amended Certificate of Incorporation to allow stockholders right to call special meetings and to reflect new Delaware law regarding officer exculpation, effective upon filing with Delaware Secretary of State on May 18, 2023 (effective 2023-05-18).

“The Amendments to the Certificate of Incorporation became effective upon the filing of the Seventh Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”) with the Secretary of State of the State of Delaware on May 18, 2023.”

Employers Holdings, Inc.: Amended and restated bylaws to revise the exclusive forum provision, designating Nevada state courts (or federal district court for District of Nevada if state courts lack jurisdiction) as exclusive forum for certain litigation, with stockholder ratification to be sought in 2024 (effective 2023-05-20).

“On May 20, 2023, the Board of Directors (the “Board”) of Employers Holdings, Inc. (the “Company”) amended and restated the Company’s bylaws (as so amended and restated, the “Bylaws”). The amendments revise the Company’s exclusive forum provision to provide that the state courts of the State of Nevada (or, if the state courts of the State of Nevada do not have jurisdiction, then the federal district court for the District of Nevada) are the exclusive forum for certain litigation involving the Company or its current or former officers, directors, employees or agents.”

Cineverse Corp.: Amended charter to change corporate name from Cinedigm Corp. to Cineverse Corp (effective 2023-05-22).

“On May 19, 2023, Cinedigm Corp. (the “Company”) filed with the Secretary of State of the State of Delaware a Certificate of Amendment (the “Charter Amendment”) to the Company’s Fifth Amended and Restated Certificate of Incorporation, as amended to date (the “Charter”) pursuant to Section 242 of the Delaware General Corporation Law. Pursuant to the Charter Amendment, the Charter was amended to change the name of the Company from Cinedigm Corp. to Cineverse Corp.”

ENTREPRENEUR UNIVERSE BRIGHT GROUP: Updated fiscal year to December 31 (effective 2023-05-18).

“to update the fiscal year of the Company to December 31”

ENTREPRENEUR UNIVERSE BRIGHT GROUP: Amended and Restated Bylaws to provide range of authorized directors from 1 to 9 (effective 2023-05-18).

“to provide the range of authorized number of directors from one (i) to not more than nine (9) directors as fixed from time to time by resolution of the Board.”

AGILENT TECHNOLOGIES, INC.: Amended and restated bylaws to permit stockholders holding not less than 20% of voting stock continuously for at least 1 year to call a special meeting of stockholders, with corresponding procedures (effective 2023-05-17).

“On May 17, 2023, the Board of Directors (the “Board”) of Agilent Technologies, Inc. (the “Company”) approved an amendment and restatement of the Company’s amended and restated bylaws (the “Bylaws” and as further amended and restated, the “Amended Bylaws”).”

Manuka, Inc.: Amended certificate of incorporation to change corporate name to Manuka, Inc (effective 2023-05-18).

“On May 18, 2023, Manuka, Inc. (formerly known as Artemis Therapeutics, Inc. (the "Company”)), filed a Certificate of Amendment (the “Certificate of Amendment”) to its Certificate of Incorporation, as amended, with the State of Delaware Division of Corporations to change its corporate name to Manuka, Inc.”

SEACHANGE INTERNATIONAL INC: Filed a certificate of amendment to the Amended and Restated Certificate of Incorporation to effect a 1-for-20 reverse stock split (effective 2023-05-19).

“On May 19, 2023, SeaChange International, Inc. (the “ Company ” or “ SeaChange ”) filed a certificate of amendment to the Company’s Amended and Restated Certificate of Incorporation (the “ Certificate of Amendment ”), with the Secretary of State of the State of Delaware to effect a 1-for-20 reverse stock split of the shares of the Company’s common stock, par value $0.01 per share (“ Common Stock ”), effective as of 5:00 p.m., Eastern Time, on May 19, 2023 (the “ Reverse Stock Split ”).”

Nordicus Partners Corp: Name change from EKIMAS Corporation to Nordicus Partners Corporation (effective 2023-05-13).

“On May 13, 2023, the Delaware Secretary of State accepted for filing an amendment to the registrant’s certificate of incorporation changing its name from EKIMAS Corporation to Nordicus Partners Corporation.”

SUN COMMUNITIES INC: Increased authorized common shares from 180M to 360M and total authorized shares from 200M to 380M (effective 2023-05-18).

“Effective May 18, 2023, the Company filed the Articles of Amendment with the State Department of Assessments and Taxation of Maryland.”

Oncotelic Therapeutics, Inc.: Adopted new amended and restated by-laws containing new advance notice provisions for shareholder proposals and consent solicitations (effective 2023-05-18).

“On May 18, 2023, the Board of Directors of Oncotelic Therapeutics, Inc. (the “ Company ”) adopted the new amended and restated by-laws (the “ New By-Laws ”) for the Company, replacing the prior amended and restated by-laws. The New By-Laws contain new provisions for advance notices by shareholders to propose items for consideration at future Annual Meetings or Consent Solicitations.”

LXP Industrial Trust: Removed requirements for shareholder proponents to disclose plans to nominate directors at other public companies and removed requirement to provide information about passive investors in a shareholder proponent's entity (effective 2023-05-19).

“Effective May 19, 2023, the Board of Trustees of LXP Industrial Trust, or the Trust, enhanced its governance procedures by adopting the Third Amended and Restated By-Laws of the Trust, which are referred to herein as the "Amended By-Laws".”

JEWETT CAMERON TRADING CO LTD: Adoption of an Advance Notice Policy establishing procedures for shareholder director nominations (effective 2023-05-16).

“On May 16, 2023, the Company announced that its Board of Director’s has approved an Advance Notice Policy for the Company.”

AECOM: Amended and restated bylaws to update stockholder nomination and proposal procedures, adopt universal proxy rules, and reflect Delaware law amendments (effective 2023-05-17).

“On May 17, 2023, the Board of Directors (the "Board") of AECOM (the "Company") approved and adopted the Third Amended and Restated Bylaws of the Company (as so amended and restated, the "Amended Bylaws"), effective as of such date.”

Healthier Choices Management Corp.: Amended Certificate of Designation for Series E Preferred Stock to set redemption price equal to stated value regardless of redemption date (effective 2023-05-15).

“On May 15, 2023, the Company filed an amendment to the Certificate of Designation to make the redemption price of the Preferred Stock (the “Redemption Price”) equal the Stated Value regardless of the date on which it is redeemed.”

NEWELL BRANDS INC.: Amended By-Laws to update advance notice provisions, adopt universal proxy rules, and add exclusive forum provision for Securities Act claims (effective 2023-05-15).

“On May 15, 2023, as part of its periodic review of corporate governance matters, the Company’s Board approved amendments to the Company’s By-Laws”

UMH PROPERTIES, INC.: Reclassification of authorized unissued Series B and Series C preferred stock as shares of common stock via Articles Supplementary (effective 2023-05-18).

“On May 18, 2023, UMH Properties, Inc. (the “Company”) filed with the State Department of Assessments and Taxation of the State of Maryland articles supplementary (the “Articles Supplementary”) reclassifying 199,331 authorized unissued shares of the Company’s 8.00% Series B Cumulative Redeemable Preferred Stock and 3,866,000 authorized unissued shares of the Company’s 6.75% Series C Cumulative Redeemable Preferred Stock as authorized shares of the Company’s common stock, par value $0.10 per share (the “Common Stock”).”

AMERICAN NATIONAL BANKSHARES INC.: Bylaws amended to allow virtual-only annual meetings, increase advance notice, and other governance changes (effective 2023-05-16).

“On May 16, 2023, the Board of Directors (the “Board”) of the Company approved and adopted Amended and Restated Bylaws of the Company (the “Bylaws”), effective as of the same date.”

AMERICAN NATIONAL BANKSHARES INC.: Articles of Incorporation amended to remove terms of Series A Preferred Stock (effective 2023-05-18).

“Effective May 18, 2023, the Articles of Incorporation (the “Articles”) of American National Bankshares Inc. (the “Company”) were amended to remove Section C of Article 3, which established the terms of the Company’s noncumulative perpetual Series A preferred stock (the “Series A Preferred Stock”).”

MICROVISION, INC.: Certificate of Amendment to Amended and Restated Certificate of Incorporation to increase authorized capital stock to 335,000,000 shares (310,000,000 common, 25,000,000 preferred) (effective 2023-05-18).

“On May 18, 2023, the Company filed a Certificate of Amendment (the “Certificate of Amendment”) to its Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware to increase the authorized number of shares of the Company’s capital stock to 335,000,000 shares, consisting of (i) 310,000,000 shares of common stock, $.001 par value (“Common Stock”) and (ii) 25,000,000 shares of preferred stock, $.001 par value.”

Lumen Technologies, Inc.: Amended and restated bylaws effective immediately, including updates to director nomination procedural requirements and disclosure provisions, along with ministerial changes (effective 2023-05-17).

“On May 17, 2023, the Board of Directors of the Company approved and adopted an amendment and restatement of the Company’s Amended and Restated By-Laws (as amended and restated, the “Restated Bylaws”), effective immediately.”

Stronghold Digital Mining, Inc.: Filed Certificate of Amendment to effect a 1-for-10 reverse stock split of Class A common stock and Class V common stock, effective May 15, 2023 (effective 2023-05-15).

“On May 15, 2023, Stronghold Digital Mining, Inc. (the “Company”) filed a Certificate of Amendment (the “Certificate of Amendment”) to the Company’s Second Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) with the Secretary of State of Delaware to effect a 1-for-10 reverse stock split of the shares of the Company’s Class A common stock, par value $0.0001 per share (the “Class A common stock”) and the Company’s Class V common stock, par value $0.0001 per share (the “Class V common stock” and, together with the Class A common stock, the “Common Stock”), effective as of 5:00 p.m. Eastern time (the “Effective Time”) on May 15, 2023 (the “Reverse Stock Split”).”

bleuacacia ltd: Shareholders approved amendments to extend the business combination deadline to August 22, 2023, with up to six monthly extensions to February 22, 2024, and to eliminate the redemption limitation related to net tangible assets (effective 2023-05-19).

“On May 19, 2023, bleuacacia held the Shareholder Meeting at which bleuacacia’s shareholders approved proposals to amend bleuacacia’s amended and restated memorandum and articles of association”

Texas Pacific Land Corp: Declassification of the board of directors via amendment to the Amended and Restated Certificate of Incorporation (effective 2023-05-18).

“On November 16, 2022, the stockholders of Texas Pacific Land Corporation (the “Company”) voted to approve an amendment to the Company’s Amended and Restated Certificate of Incorporation, providing for the declassification of the board of directors (the “Declassification Amendment”). The Declassification Amendment became effective upon the filing of a Second Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware on May 18, 2023.”

Invitation Homes Inc.: Amended and restated bylaws to enhance procedural mechanics and disclosure requirements for stockholder nominations and proposals, including compliance with universal proxy rules (effective 2023-05-17).

“On May 17, 2023, in view of the Securities and Exchange Commission’s (the “SEC”) federal proxy rules requiring the use of universal proxy cards by management and stockholders in contested director elections, the Board of Directors (the “Board”) of Invitation Homes Inc. (the “Company”) approved the amendment and restatement of the Company’s bylaws (as amended and restated, the “Amended and Restated Bylaws”), effective immediately.”

Donnelley Financial Solutions, Inc.: Amendment to limit officer liability per Delaware law (effective 2023-05-19).

“At its Annual Meeting of Stockholders of Donnelley Financial Solutions, Inc. (the “Company”) held on May 17, 2023, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Charter Amendment”) to limit the liability of certain officers of the Company as permitted by recent amendments to Delaware law.”

CaliberCos Inc.: Amended and Restated Bylaws became effective, establishing board committees and adding provisions on meeting notice and conduct (effective 2023-05-19).

“the Amended and Restated Bylaws previously approved by the Company’s board of directors become effective as of May 19, 2023, the closing date of the Public Offering.”

CaliberCos Inc.: Filed Third Amended and Restated Certificate of Incorporation to amend the sunset provision and include public company provisions (effective 2023-05-16).

“On May 16, 2023, the Company filed a Third Amended and Restated Certificate of Incorporation (the “Restated Certificate”) with the Secretary of State of the State of Delaware”

Gamida Cell Ltd.: Increased authorized share capital from NIS 1,500,000 divided into 150,000,000 ordinary shares to NIS 2,250,000 divided into 225,000,000 ordinary shares (effective 2023-05-19).

“the Company’s shareholders approved an amendment to the Company’s Articles of Association (the “Articles”), effective upon approval, to increase the Company’s authorized share capital from NIS 1,500,000, divided into 150,000,000 ordinary shares, to NIS 2,250,000, divided into 225,000,000 ordinary shares.”