secwatch / observer

Governance Changes

Charter, bylaw, and control-related changes under 8-K Items 5.03/5.05/5.06.

8-K items 5.03, 5.05, 5.06 JSON
Venus Concept Inc.

Venus Concept Inc.: Certificate of Designations creating Senior Preferred Stock, authorizing up to 3,000,000 shares with conversion, liquidation preference, dividend, and voting rights (effective 2023-05-15).

“On May 15, 2023, the Company filed with the Delaware Secretary of State a Certificate of Designations of with respect to the Senior Preferred Stock (the “ Certificate of Designations ”), thereby creating the Senior Preferred Stock. The Certificate of Designations authorizes the issuance of up to 3,000,000 shares of Senior Preferred Stock. The Senior Preferred Stock is convertible into shares of Common Stock on a 1-for-2.6667 basis at the option of (a) the Investors at any time or (b) the Company within 30 days following the date on which the 30-day volume-weighted average price of the Common Stock exceeds the product of (i) the Purchase Price for the shares of Senior Preferred Stock sought to be converted, multiplied by (ii) 2.75.”
Venus Concept Inc.

Venus Concept Inc.: Certificate of Elimination of Nonvoting Preferred Stock, removing the series from authorized capital and returning shares to authorized but unissued blank check preferred stock (effective 2023-05-15).

“On May 15, 2023, the Company filed with the Delaware Secretary of State a Certificate of Elimination (the Certificate of Elimination ”) with respect to the Company’s nonvoting convertible preferred stock (the “ Nonvoting Preferred Stock ”). All shares of Nonvoting Preferred Stock were previously converted into Common Stock, and thus no such shares are outstanding, nor will any such shares be issued in the future. Accordingly, the Company filed the Certificate of Elimination to eliminate the Nonvoting Preferred Stock from the Company’s authorized capital, thereby returning such shares to the status of authorized but unissued shares of “blank check” preferred stock of the Company.”
TravelCenters of America Inc. /MD/

TravelCenters of America Inc. /MD/: Amended articles of incorporation in connection with merger.

“the articles of incorporation of the Company, as in effect immediately prior to the Effective Time, were amended to read substantially as set forth in Exhibit A of the Merger Agreement”
TravelCenters of America Inc. /MD/

TravelCenters of America Inc. /MD/: Amended and restated bylaws in connection with merger.

“the amended and restated bylaws of the Company, as in effect immediately prior to the Effective Time, were amended and restated in their entirety to be in the form of the amended and restated bylaws of Merger Subsidiary as in effect immediately prior to the Effective Time”
HRI HERC HOLDINGS INC

HERC HOLDINGS INC: Amended and restated By-Laws to enhance procedural mechanics for stockholder nominations and proposals, and to conform to Delaware law updates (effective 2023-05-11).

“On May 11, 2023, the Board of Directors (the “Board”) of Herc Holdings Inc. (the “Company”) amended and restated the Company’s Amended and Restated By-Laws (as amended and restated, the “By-Laws”) which became effective immediately upon approval by the Board. The amendments to the By-Laws were made to enhance the procedural mechanics and disclosure requirements in connection with stockholder nominations of directors and submissions of stockholder proposals (other than proposals to be included in the Company’s proxy statement pursuant to Rule 14a-8 under the Exchange Act) at stockholder meetings, including without limitation by (i) requiring a stockholder delivering a notice pursuant to the advance notice provisions of the By-Laws to comply with the requirements of Rule 14a-19 under the Securities Exchange Act of 1934, as amended, and make related undertakings, including to provide reasonable evidence that the undertakings have been satisfied; and (ii) requiring additional background in”
BANC BANC OF CALIFORNIA, INC.

BANC OF CALIFORNIA, INC.: Adopted Sixth Amended and Restated Bylaws to address universal proxy rules, revise special meeting and director nomination procedures, permit remote meetings and electronic signatures, and make technical edits (effective 2023-05-11).

“On May 11, 2023, the Board of Directors of Banc of California, Inc. (the “Company”) adopted the Company’s Sixth Amended and Restated Bylaws (the “Bylaws”), effective May 11, 2023, in light of the universal proxy rules recently adopted by the Securities and Exchange Commission (the “SEC”).”
EW Edwards Lifesciences Corp

Edwards Lifesciences Corp: Amendment to Certificate of Incorporation to provide for exculpation of officers as permitted by the Delaware General Corporation Law (effective 2023-05-12).

“On May 11, 2023, the Company held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”), at which stockholders 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 12, 2023.”
STRS STRATUS PROPERTIES INC

STRATUS PROPERTIES INC: Approved and filed amendment to certificate of incorporation to add officer exculpation as permitted by Delaware law (effective 2023-05-11).

“At Stratus Properties Inc.’s (Stratus) 2023 annual meeting of stockholders held on May 11, 2023 (the Annual Meeting), Stratus’ stockholders approved the amendment to Stratus’ amended and restated certificate of incorporation, as amended (the certificate of incorporation), to provide for the exculpation of officers as permitted by Delaware law (the Amendment). Accordingly, on May 11, 2023, Stratus filed a certificate of amendment to its certificate of incorporation (the Certificate of Amendment) with the Delaware Secretary of State, and the Amendment became effective on the date of filing.”
SWKS SKYWORKS SOLUTIONS, INC.

SKYWORKS SOLUTIONS, INC.: Stockholders approved an amendment to the Restated Certificate of Incorporation to add new Delaware law provisions regarding exculpation of officers; Certificate of Amendment filed on May 11, 2023 (effective 2023-05-11).

“The Company’s stockholders approved an amendment to the Company’s Restated Certificate of Incorporation, as amended (the “Certificate of Amendment”), to reflect new Delaware law provisions regarding exculpation of officers.”
SWKS SKYWORKS SOLUTIONS, INC.

SKYWORKS SOLUTIONS, INC.: Board amended and restated Third Amended and Restated By-laws to adopt Fourth Amended and Restated By-laws, effective immediately, with updates including universal proxy rules, disclosure requirements, and other technical changes (effective 2023-05-10).

“On May 10, 2023, the Board amended and restated the Company’s Third Amended and Restated By-laws, as amended (as amended and restated, the “Fourth Amended and Restated By-laws”), effective immediately.”
COHU COHU INC

COHU INC: Board approved Amended and Restated Bylaws revising remote meeting provisions, advance notice requirements, universal proxy rules, proxy card color, and ministerial changes (effective 2023-05-10).

“On May 10, 2023, the Board of Directors (the “Board”) of Cohu, Inc. (“Cohu”) approved Cohu’s Amended and Restated Bylaws (as so amended and restated, the “Amended Bylaws”), effective as of such date.”
LAMF Global Ventures Corp. I

LAMF Global Ventures Corp. I: Amended articles to provide holder of founder shares (Class B) with a one-to-one conversion right into Class A ordinary shares at any time before closing of a business combination (effective 2023-05-11).

“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 (the “founder shares”), to convert such shares into Class A ordinary shares, par value $0.0001 per share (the “Class A ordinary shares”), 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.”
LAMF Global Ventures Corp. I

LAMF Global Ventures Corp. I: Amended articles to eliminate the $5,000,001 net tangible asset redemption limitation and the condition to have net tangible assets of at least $5,000,001 prior to a business combination (effective 2023-05-11).

“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.”
LAMF Global Ventures Corp. I

LAMF Global Ventures Corp. I: Amended articles to extend business combination deadline from May 16, 2023 to November 16, 2023, with option to extend up to May 16, 2024 (effective 2023-05-11).

“At the Meeting, 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 May 16, 2023 to November 16, 2023 (the “Extended Date”), and to allow the Company, without another shareholder vote, by resolution of the Board, to elect to further extend the Extended Date in one-month increments up to six additional times, or a total of up to twelve months total, up to May 16, 2024 (the “Extension Proposal”).”
Finnovate Acquisition Corp.

Finnovate Acquisition Corp.: Amended articles to allow Class B shareholders to convert to Class A shares prior to business combination at holder's election (effective 2023-05-08).

“amend the Company’s amended and restated memorandum and articles of association entitle holders of Class B Ordinary Shares to convert such shares into Class A Ordinary Shares prior to the closing of a business combination at the election of the holder”
Finnovate Acquisition Corp.

Finnovate Acquisition Corp.: Extended the deadline for business combination from May 8, 2023 to May 8, 2024 (effective 2023-05-08).

“amend the Company’s amended and restated memorandum and articles of association (the “ Charter Amendment ”) to: (i) extend the date by which the Company has to consummate a Business Combination from May 8, 2023 to May 8, 2024”
MCAG Mountain Crest Acquisition Corp. V

Mountain Crest Acquisition Corp. V: Extended the business combination period from May 16, 2023 to February 16, 2024 by filing an amendment to the Amended and Restated Certificate of Incorporation (effective 2023-05-12).

“As approved by its stockholders at the special meeting of Stockholders held on May 12, 2023 (the “Special Meeting”), Mountain Crest Acquisition Corp V (“SPAC”) filed an amendment to its Amended and Restated Certificate of Incorporation with the Delaware Secretary of State on May 12, 2023 (the “Extension Amendment”), giving SPAC the right to extend the time for SPAC to complete its business combination (the “Business Combination Period”) from May 16, 2023 to February 16, 2024.”
Nabors Energy Transition Corp.

Nabors Energy Transition Corp.: Amended charter to allow board to extend business combination deadline up to seven one-month periods and to remove redemption limitation (effective 2023-05-12).

“As approved by the Company’s stockholders at the Special Meeting, the Company filed its second amended and restated certificate of incorporation (the “Amended Charter”) with the Secretary of State of the State of Delaware on May 12, 2023 in order to implement the Monthly Extension Option and to remove the Redemption Limitation (as defined below).”
ALPINE 4 HOLDINGS, INC.

ALPINE 4 HOLDINGS, INC.: Effected a 1-for-8 reverse stock split and reduced authorized Class A Common Stock from 295,000,000 to 200,000,000 shares (effective 2023-05-12).

“On May 12, 2023, a Certificate of Amendment (the “Certificate of Amendment”) to the Amended and Restated Certificate of Incorporation, as amended to date, of Alpine 4 Holdings, Inc. (the “Company”), filed with the Secretary of State of Delaware, took effect. The Certificate of Amendment was filed to effect a one-for-eight (1-for-8) reverse split (the “Reverse Split”) of the shares of the Company’s the Class A, Class B, and Class C Common Stock, and to decrease the number of shares of Class A Common Stock from 295,000,000 shares to 200,000,000 shares (the “Class A Common Stock Decrease”).”
Exela Technologies, Inc.

Exela Technologies, Inc.: Filed Certificate of Elimination to retire all previously redeemed shares of Special Voting Preferred Stock, eliminating references to that series (effective 2023-05-12).

“On May 12, 2023, the Company filed a Certificate of Elimination (the “Certificate of Elimination”) with the Secretary of State of the State of Delaware retiring all previously redeemed shares of the Special Voting Preferred Stock.”
Exela Technologies, Inc.

Exela Technologies, Inc.: Filed Third Certificate of Amendment to effect a 1-for-200 reverse stock split, reducing outstanding shares without changing authorized shares or par value (effective 2023-05-12).

“On May 12, 2023, Exela Technologies, Inc. (“Exela” or the “Company”) announced that it filed the Third Certificate of Amendment of the Company’s Second Amended and Restated Certificate of Incorporation, as amended (the “Certificate of Amendment”), with the Secretary of State of Delaware, to effect a 1-for-200 reverse stock split”
XBIO Xenetic Biosciences, Inc.

Xenetic Biosciences, Inc.: Filed a Certificate of Change to effect a one-for-ten reverse stock split, reducing authorized common stock from 100,000,000 to 10,000,000 shares (effective 2023-05-11).

“on May 11, 2023, Xenetic Biosciences, Inc. (the “Company”) filed a Certificate of Change to the Company’s Articles of Incorporation (the “Change”) with the Secretary of State of the State of Nevada to effect a one-for-ten reverse stock split of its authorized, issued and outstanding common stock”
OPLN OPENLANE, Inc.

OPENLANE, Inc.: Amended certificate of incorporation to change corporate name to OPENLANE, Inc (effective 2023-05-15).

“On May 10, 2023, KAR Auction Services, Inc. (the “Company”) filed a Certificate of Amendment (the “Certificate of Amendment”) to the Company’s Amended and Restated Certificate of Incorporation with the Delaware Secretary of State to change the Company’s corporate name to OPENLANE, Inc., effective May 15, 2023.”
OSUR ORASURE TECHNOLOGIES INC

ORASURE TECHNOLOGIES INC: Amended and restated bylaws to address universal proxy rules (effective 2023-05-09).

“the board of directors of the Company approved and adopted the Second Amended and Restated Bylaws, effective May 9, 2023”
IRM IRON MOUNTAIN INC

IRON MOUNTAIN INC: Amended bylaws to enhance procedural mechanics and disclosure requirements for stockholder nominations under Rule 14a-19, plus other ministerial changes (effective 2023-05-09).

“On May 9, 2023, the Board of Directors of Iron Mountain Incorporated (the “Company”) approved amendments to the Company’s Bylaws (the “Bylaws”), effective immediately. The Bylaws were amended to enhance the procedural mechanics and disclosure requirements in connection with stockholder nominations of directors pursuant to Rule 14a-19 under the Securities Exchange Act of 1934, as amended.”
TFX TELEFLEX INC

TELEFLEX INC: Amended and restated certificate of incorporation to eliminate supermajority voting provisions (effective 2023-05-08).

“At the 2023 Annual Meeting, the Company’s stockholders approved an amendment and restatement of the Company’s certificate of incorporation (the “Certificate of Incorporation”) to eliminate supermajority voting provisions from the Certificate of Incorporation.”
AWHL Aspira Women's Health Inc.

Aspira Women's Health Inc.: Effected a one-for-fifteen reverse stock split of common stock pursuant to a Certificate of Amendment to the Fourth Amended and Restated Certificate of Incorporation (effective 2022-05-11).

“On May 11, 2023, Aspira Women’s Health Inc. (the “Company”) filed a Certificate of Amendment to the Fourth Amended and Restated Certificate of Incorporation, or the Amendment, to effect a one-for-fifteen (1:15) reverse stock split of our outstanding common stock, effective as of May 11, 2022, or the Reverse Stock Split.”
LadRx Corp

LadRx Corp: Filed Certificate of Amendment to effect 1-for-100 reverse stock split (effective 2023-05-17).

“On May 9, 2023, LadRx Corporation (the “Company”) filed a Certificate of Amendment of Restated Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of Delaware to effect a 1-for-100 reverse stock split of the shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), either issued and outstanding or held by the Company as treasury stock, effective as of 5:00 a.m. (Pacific time) on May 17, 2023 (the “Reverse Stock Split”).”
CAH CARDINAL HEALTH INC

CARDINAL HEALTH INC: The board adopted an amendment and restatement of the Company's Restated Code of Regulations to clarify and implement procedural requirements for shareholder nominations in light of the universal proxy rules adopted by the SEC (effective 2023-05-11).

“On May 11, 2023, the board of directors of Cardinal Health, Inc. (the "Company") adopted an amendment and restatement of the Company's Restated Code of Regulations (the "Regulations"), effective immediately. The amendments clarify and implement certain procedural requirements for the Company’s shareholders proposing director nominations for consideration at the Company’s annual or special meetings of shareholders in light of the “universal proxy” rules adopted by the U.S. Securities and Exchange Commission as Rule 14a-19 of the Securities Exchange Act of 1934, as amended.”
D DOMINION ENERGY, INC

DOMINION ENERGY, INC: Amended Bylaws to clarify presiding officer at Board meetings in absence of Chair/Vice Chair (effective 2023-05-10).

“the Board approved an amendment to the Company’s Bylaws clarifying that, in the absence of the Chair or Vice Chair (if any), the Lead Independent Director, or in the absence of the Chair, Vice Chair (if any) and the Lead Independent Director, such other person as designated by the Board, will preside at the meetings of the Board.”
D DOMINION ENERGY, INC

DOMINION ENERGY, INC: Amended Article XI of Bylaws to change advance notice provisions for director nominations (effective 2023-05-10).

“to Article XI of the Company’s Bylaws to make certain changes to the advance notice provisions for director nominations by shareholders (the “Amendment to Article XI”).”
D DOMINION ENERGY, INC

DOMINION ENERGY, INC: Amended Article IV of Bylaws to change information required for shareholder request for special meeting (effective 2023-05-10).

“an amendment to Article IV of the Company’s Bylaws to make certain changes to the information required to be provided by a shareholder requesting a special meeting of the Company’s shareholders (the “Amendment to Article IV”)”
AJG Arthur J. Gallagher & Co.

Arthur J. Gallagher & Co.: Amendment to Certificate of Incorporation to add provision exculpating officers from liability in specific circumstances (effective 2023-05-09).

“the Company filed a Certificate of Amendment to the Certificate of Incorporation with the Secretary of State of the State of Delaware on May 9, 2023 (" Certificate of Amendment "), which became effective upon filing.”
AIRS Airsculpt Technologies, Inc.

Airsculpt Technologies, Inc.: Amendment to the Amended and Restated Certificate of Incorporation to limit the liability of certain officers of the Company (effective 2023-05-10).

“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 limit the liability of the Company’s officers in certain circumstances pursuant to and consistent with the 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 10, 2023 (the “Certificate of Amendment”).”
Maquia Capital Acquisition Corp

Maquia Capital Acquisition Corp: Extended the deadline for initial business combination from May 7, 2023 to February 7, 2024 (effective 2023-05-05).

“the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “ Charter Amendment ”) to extend the date by which the Company must consummate its initial business combination from May 7, 2023 to February 7, 2024”
CLNN Clene Inc.

Clene Inc.: Increased number of authorized shares of Common Stock from 150,000,000 to 300,000,000 (effective 2023-05-09).

“the stockholders of the Company adopted the Fourth Amended and Restated Certificate of Incorporation (the “Certificate”) to increase the number of authorized shares of Common Stock from 150,000,000 to 300,000,000. The Certificate became effective upon filing with the Secretary of State of the State of Delaware on May 9, 2023.”
ChampionX Corp

ChampionX Corp: Amended and restated bylaws to provide for majority voting in uncontested elections and plurality voting in contested elections (effective 2023-05-10).

“The Board of Directors of the Company also approved Amended and Restated By-Laws of the Company, effective May 10, 2023, to provide for majority voting in uncontested elections of directors and plurality voting in contested elections.”
ChampionX Corp

ChampionX Corp: Amended and restated certificate of incorporation to adopt majority voting for directors, exculpation of officers, and federal forum for securities claims (effective 2023-05-10).

“On May 10, 2023, the shareholders of ChampionX Corporation (the “Company”) approved the Second Amended and Restated Certificate of Incorporation to (i) adopt majority voting for directors in uncontested elections, (ii) provide for exculpation of corporate officers as permitted by Delaware law, and (iii) require claims brought under the Securities Act of 1933 (the “Securities Act”) be brought only in federal court.”
VKTX Viking Therapeutics, Inc.

Viking Therapeutics, Inc.: Amended and restated bylaws to address universal proxy rules, including compliance with Rule 14a-19, enhanced disclosure requirements, and other conforming changes (effective 2023-05-09).

“On May 9, 2023, the Board of Directors (the “Board”) of Viking Therapeutics, Inc. (the “Company”) approved and adopted an amendment and restatement of the Company’s amended and restated bylaws (as so amended and restated, the “Amended and Restated Bylaws”), effective as of such date.”
LPCN Lipocine Inc.

Lipocine Inc.: Stockholders approved and Board set a reverse stock split ratio of 1-for-17, amending the Certificate of Incorporation (effective 2023-05-11).

“the Company’s stockholders approved an amendment (the “Amendment”) to the Company’s Amended and Restated Certificate of Incorporation to effect a reverse stock split at a ratio not less than 1-for-5 and not greater than 1-for-20, with the exact ratio to be set within that range at the discretion of our Board of Directors without further approval or authorization from our stockholders. On May 10, 2023, the Company’s Board of Directors approved a reverse stock split ratio of 1-for-17. The Company filed the Amendment with the Secretary of State of the State of Delaware on May 10, 2023, which will be effective at 5:00 p.m. Eastern Time on Thursday, May 11, 2023.”
VPLM Voip-pal.com Inc

Voip-pal.com Inc: Increased authorized common stock from 3,500,000,000 to 5,000,000,000 shares (effective 2023-05-05).

“On March 6, 2023, the holders of a majority of the issued and outstanding stock of the Company approved an increase in the Company’s authorized capital from 3,500,000,000 shares of common stock, par value $0.001 per share, to 5,000,000,000 shares of common stock, par value $0.001 per share (the “Authorized Capital Increase”). On May 5, 2023, the Company formally completed the Authorized Capital Increase by filing a Certificate of Amendment with the Nevada Secretary of State, a copy of which is attached hereto as Exhibit 3.6.”
INSM INSMED Inc

INSMED Inc: Amended and restated bylaws to enhance disclosure and procedural requirements for shareholder nominations and to allow Board to designate number of directors (effective 2023-05-11).

“On May 11, 2023, the Board amended the Company’s Amended and Restated Bylaws to, among other things, (i) enhance disclosure and procedural requirements in connection with shareholder nominations of directors, including by (a) requiring any shareholder submitting a nomination notice to make a representation as to whether such shareholder 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 (the “Exchange Act”), (b) requiring nominating shareholders to provide reasonable evidence, on request of the Company, that certain requirements of such rule have been satisfied, (c) permitting the Company to disregard proxies or votes solicited for such shareholders’ nominees if such shareholder fails to comply with the requirements of Rule 14a-19(a)(2) and Rule 14a-19(a)(3) and (d) incorporating other technical changes in light of the universal proxy rules adopted by the Secur”
JUNIPER NETWORKS INC

JUNIPER NETWORKS INC: Amended and restated bylaws to clarify stockholder nomination requirements, adopt universal proxy rules, and make administrative changes (effective 2023-05-10).

“As part of a broader review of its governance practices, on May 10, 2023, the Board, acting upon the recommendation of the Nominating and Corporate Governance Committee of the Board, amended and restated the Company’s amended and restated bylaws (the “Bylaws”).”
DIAMOND OFFSHORE DRILLING, INC.

DIAMOND OFFSHORE DRILLING, INC.: Amended and restated certificate of incorporation to declassify the board of directors over a three-year period, transitioning to annual election of one-year terms effective 2024, fully declassified by 2026 (effective 2023-05-10).

“On May 10, 2023, the Company’s Fourth Amended and Restated Certificate of Incorporation (the “ Restated Certificate ”) giving effect to such amendments was filed with the Secretary of State of the State of Delaware, and it became effective on such date.”
CTI BIOPHARMA CORP

CTI BIOPHARMA CORP: Board approved amendment to bylaws to add forum selection provision designating Delaware courts as exclusive forum for certain actions (effective 2023-05-09).

“On May 9, 2023, CTI’s board of directors approved an amendment to the CTI’s Amended and Restated Bylaws, dated as of April 13, 2020 (as further amended, the “Bylaws”), to add a new Article XIII, Section 13.1 forum selection provision (the “Forum Selection Amendment”).”
WT WisdomTree, Inc.

WisdomTree, Inc.: Filed Certificate of Designations for Series C Non-Voting Convertible Preferred Stock, establishing rights, preferences, and limitations (effective 2023-05-10).

“Pursuant to the terms of the SPA Agreement, on May 10, 2023, the Company filed a Certificate of Designations of Series C Non-Voting Convertible Preferred Stock (the “Certificate of Designations”) with the Delaware Secretary of State establishing the rights, preferences and limitations relating to the Series C Preferred Shares.”
TG Venture Acquisition Corp.

TG Venture Acquisition Corp.: Extension of business combination deadline from May 5, 2023 to November 5, 2023 (effective 2023-05-04).

“The certificate of amendment was filed with the Delaware Secretary of State and has an effective date of May 4, 2023.”
New Providence Acquisition Corp. II

New Providence Acquisition Corp. II: Amended certificate of incorporation to extend business combination deadline from May 9, 2023 to May 9, 2024, and remove limitation on redemption if net tangible assets fall below $5,000,001 (effective 2023-05-05).

“On May 5, 2023, the Company held the Extension Meeting to amend the Company’s amended and restated certificate of incorporation to (i) extend the date by which the Company has to consummate a business combination from May 9, 2023 to May 9, 2024 (such amendment, the “ Extension Amendment ” and such proposal, the “ Extension Amendment Proposal ”) and (ii) remove the limitation that the Company may not redeem shares of public stock to the extent that such redemption would result in the Company having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934, as amended), of less than $5,000,001 ( such amendment, the “ Redemption Limitation Amendment ” and such proposal, the “ Redemption Limitation Amendment Proposal ”) .”
WH WYNDHAM HOTELS & RESORTS, INC.

WYNDHAM HOTELS & RESORTS, INC.: Adopted Third Amended & Restated Certificate of Incorporation to provide for exculpation of certain officers as permitted by Delaware law (effective 2023-05-09).

“At the 2023 Annual Meeting of Stockholders (the “Annual Meeting”) of Wyndham Hotels & Resorts, Inc. (the “Company”) held on May 9, 2023, the Company’s stockholders, upon recommendation of the Company’s Board of Directors (the “Board”), approved an amendment to the Company’s Second Amended & Restated Certificate of Incorporation (the “Certificate of Incorporation”) to provide for exculpation of certain officers of the Company as permitted by recent amendments to Delaware law.”
Vinco Ventures, Inc.

Vinco Ventures, Inc.: 1-for-20 reverse split of common stock (effective 2023-05-04).

“On May 4, 2023, pursuant to shareholder approval received on April 27, 2023, Vinco Ventures, Inc. (the “Company”) filed a certificate of change with the Secretary of State of the State of Nevada to effect a 1-for-20 reverse split of its issued and outstanding shares of common stock.”

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.