Charter, bylaw, and control-related changes under 8-K Items 5.03/5.05/5.06.
WOLF ENERGY SERVICES INC.: Removed exclusive forum provision (Section 10.06) and reflected company name change (effective 2023-04-14).
“On April 14, 2023, the Board of Directors of Wolf Energy Services Inc. (the “Company”) approved an amendment to the Company’s By-Laws, effective immediately, to (i) reflect the Company’s recent name change to Wolf Energy Services Inc. and (ii) remove Section 10.06, in its entirety, eliminating the exclusive forum provision therein.”
Panbela Therapeutics, Inc.: Reduced stockholder meeting quorum requirement from majority to one-third of voting power (effective 2023-04-14).
“On April 14, 2023, the Board of Directors of the Company amended and restated the Company’s Bylaws (as so amended and restated, the “Bylaws”) to reduce the quorum requirement at meetings of the Company’s stockholders from a majority of the voting power of the shares of stock of the Company issued and outstanding and entitled to vote, present in person or represented by proxy, to one-third of the voting power of the shares of stock of the Company issued and outstanding and entitled to vote, present in person or represented by proxy, effective immediately.”
Stagwell Inc: Filed Certificate of Amendment to reclassify each share of Class B common stock into 1.25 shares of Class A common stock (effective 2023-04-17).
“On April 17, 2023, Stagwell Inc., a Delaware corporation (the “ Company ”), filed a Certificate of Amendment (the “ Amendment ”) to its Second Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware. Pursuant to the Amendment, each share of Class B common stock, par value $0.001 per share (the “ Class B Common Stock ”) issued and outstanding or held by the Company as of immediately prior to the filing of the Amendment with the Secretary of State of the State of Delaware was automatically reclassified as and converted into 1.25 shares of Class A common stock, par value $0.001 per share (the “ Class A Common Stock ”) with any fractional shares to which a holder of Class B Common Stock would have been entitled rounded up to the nearest whole share of Class A Common Stock.”
Industrial Tech Acquisitions II, Inc.: Extended deadline for business combination from April 14, 2023 to December 14, 2023 (effective 2023-04-11).
“On April 11, 2023, the Company filed an amendment to the Company’s Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware (the “ Extension Amendment ”). The Extension Amendment extends the date by which the Company must consummate the Business Combination from April 14, 2023 to December 14, 2023 (or such earlier date as determined by the board of directors of the Company).”
Heliogen, Inc.: The board adopted a Certificate of Designations establishing the Company Preferred Shares and their rights, preferences, and privileges, filed with the Delaware Secretary of State on April 17, 2023 (effective 2023-04-17).
“the Board approved the Certificate of Designations establishing the Company Preferred Shares and the rights, preferences and privileges thereof. The Certificate of Designations was filed with the Secretary of State of the State of Delaware on April 17, 2023.”
Peakstone Realty Trust: Filed Articles of Amendment to the charter to reflect automatic conversion of outstanding common shares into a single class and redemption of Series A preferred shares (effective 2023-04-13).
“On April 11, 2023, the Company filed Articles of Amendment to the Company’s charter (the “Articles of Amendment”) with the State Department of Assessments and Taxation of Maryland to reflect (i) the automatic conversion of the Company’s outstanding common shares into a single class and (ii) the redemption of the Company’s Series A Cumulative Perpetual Convertible Preferred Shares of Beneficial Interest. The Articles of Amendment became effective on April 13, 2023.”
Limbach Holdings, Inc.: Amended and restated bylaws to implement procedural mechanisms for shareholder nominations under Rule 14a-19 and update Delaware law provisions (effective 2023-04-14).
“On April 14, 2023, the Board of Directors (the “Board”) of Limbach Holdings, Inc. (the “Company”) approved and adopted amended and restated bylaws (the “Amended and Restated Bylaws”) of the Company to implement certain procedural mechanisms related to shareholder nominations of directors under Rule 14a-19”
EESTech, Inc.: By-Laws became effective as of April 15, 2023 in connection with effectiveness of Form 10 registration statement (effective 2023-04-15).
“the By-Laws of the Company became effective as of April 15, 2023 as previously approved by the Company’s Board of Directors.”
OLD DOMINION ELECTRIC COOPERATIVE: Amended Section 5.08 to require supermajority vote for amendments to board policy governing rate and service obligations for load outside certificated service areas (effective 2023-04-11).
“Section 5.08 Voting; Issues Reserved for Supermajority Voting was updated to include any amendments to the board policy that governs Old Dominion Electric Cooperative's rate and obligation to serve the power requirements of load that exists outside current certificated service areas in the enumerated items that require an affirmative vote of greater than two-thirds of all directors.”
OLD DOMINION ELECTRIC COOPERATIVE: Amended Section 4.03 to add director qualification requirements including membership qualifications, authority to act on behalf of Class A member, and support for cooperative principles (effective 2023-04-11).
“On April 11, 2023, the Bylaws of Old Dominion Electric Cooperative were amended with an effective date of April 11, 2023. There were two material changes that relate to Section 4.03 Qualifications for directors and Section 5.08 Voting; Issues Reserved for Supermajority Voting. Section 4.03 Qualifications was amended to include the requirements that a director must meet all the qualifications for the position he or she currently holds at the Class A member, have the authority to act on behalf of the Class A member, and support the principles underlying cooperative business and governance models and the Class A Member's membership in Old Dominion Electric Cooperative.”
FAT PROJECTS ACQUISITION CORP: Amended memorandum and articles of association to allow up to nine one-month extensions of the business combination deadline from April 15, 2023 to January 15, 2024 (effective 2023-04-14).
“The shareholders of the Company approved the Second Amendment to the Amended and Restated Memorandum and Articles of Association of the Company at the April 14, 2023, special meeting, giving the Company the right to extend the date by which the Company must (i) consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving the Company and one or more businesses (a “business combination”) or else (ii) cease its operations if it fails to complete such business combination, and redeem or repurchase 100% of the Company’s Class A Ordinary Shares included as part of the units sold in the Company’s initial public offering that closed on October 15, 2021 (the “IPO”) from April 15, 2023 (the “Termination Date”) by up to nine (9) one-month extensions to January 15, 2024”
IX Acquisition Corp.: Approved amendments to the Articles to extend the business combination deadline from April 12, 2023 to May 12, 2023 and allow further monthly extensions up to April 12, 2024, to remove the $5,000,001 net tangible asset redemption limitation, and to permit one-for-one conversion of Class B ordinary s (effective 2023-04-10).
“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 April 12, 2023 to May 12, 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 eleven additional times, or a total of up to twelve months total, up to April 12, 2024”
Industrial Tech Acquisitions II, Inc.: Extended the date to consummate a business combination from April 14, 2023 to December 14, 2023 (effective 2023-04-11).
“On April 11, 2023, the Company filed an amendment to the Company’s Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware (the “ Extension Amendment ”). The Extension Amendment extends the date by which the Company must consummate the Business Combination from April 14, 2023 to December 14, 2023 (or such earlier date as determined by the board of directors of the Company).”
Guerrilla RF, Inc.: Filed Certificate of Amendment to effect 1-for-6 reverse stock split of Common Stock (effective 2023-04-17).
“On April 14, 2023, the Company filed a Certificate of Amendment (the “Certificate of Amendment”) to its Certificate of Incorporation with the Secretary of State of the State of Delaware to effect a 1-for-6 reverse stock split of the shares of the Common Stock (the “Reverse Stock Split”).”
AVAI BIO, INC.: Filed Certificate of Designation designating 5,000 shares of Series A Preferred Stock (effective 2023-04-14).
“In connection with the offering, the Company filed a Certificate of Designation to its Articles of Incorporation designating 5,000 shares of its preferred stock.”
CANADIAN PACIFIC KANSAS CITY LTD/CN: Company changed its name from Canadian Pacific Railway Limited to Canadian Pacific Kansas City Limited via an amendment to Articles of Incorporation (effective 2023-04-14).
“The Company filed an amendment to its Articles of Incorporation (the “Articles Amendment”) to effect the Name Change effective on April 14, 2023.”
Trevi Therapeutics, Inc.: On April 13, 2023, the Board approved an amendment and restatement of the bylaws to eliminate the requirement to make the stockholder list available during meetings, address adjournment due to technical failures in remote meetings, and revise procedural mechanics and disclosure requirements in light (effective 2023-04-13).
“On April 13, 2023, the Board of Directors of Trevi Therapeutics, Inc. (the “Company”) approved an amendment and restatement of the Company’s amended and restated bylaws (as so amended and restated, the “Amended and Restated Bylaws”), effective immediately.”
Bionano Genomics, Inc.: Amended Section 8 of Article III of Bylaws to reduce stockholder meeting quorum from majority to one-third of stock outstanding and entitled to vote (effective 2023-04-13).
“Effective April 13, 2023, the Board amended Section 8 of Article III of the Company’s Amended and Restated Bylaws to reduce the quorum requirement for all meetings of stockholders of the Company from a majority of the stock outstanding and entitled to vote to one-third of the stock outstanding and entitled to vote.”
Bionano Genomics, Inc.: Filed Certificate of Designation for Series A Preferred Stock establishing preferences, rights, and limitations (effective 2023-04-13).
“On April 13, 2023, in connection with the Purchase Agreement, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of Series A Preferred Stock (the “Series A Certificate of Designation”) with the Secretary of State of the State of Delaware.”
ANAVEX LIFE SCIENCES CORP.: Amended Bylaws to require Chairman of the Board to be an independent director and prohibit CEO from holding that position (effective 2023-04-11).
“The Board amended the Company’s Bylaws to require that the position of Chairman of the Board of Directors must be filled by an independent director and cannot be held by the Chief Executive Officer of the Company.”
Lite Strategy, Inc.: Filed a Certificate of Amendment to implement a 1-for-20 reverse stock split of common stock, par value $0.00000002 per share (effective 2023-04-14).
“On April 14, 2023, the Company filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware, to implement the 1-for-20 reverse split of its common stock (the “Reverse Stock Split”).”
RespireRx Pharmaceuticals Inc.: Amendment to certificate of incorporation to establish Series J 8% Voting, Participating, Redeemable Preferred Stock (effective 2023-04-12).
“On April 11, 2023 , the Company’s Board of Directors authorized an amendment to the Company’s certificate of incorporation to establish a Series J 8% Voting, Participating, Redeemable Preferred Stock (Series J Certificate of Designation”). On April 12, 2023, the Company filed the Series J Certificate of Designation with the Secretary of State of the state of Delaware.”
Blue Safari Group Acquisition Corp: Ceased to exist after business combination; directors and officers resigned.
“BSGA has ceased to exist from and after the First SPAC Merger Effective Time, at which time its directors and officers ceased to serve in such capacities.”
SMART FOR LIFE, INC.: The number of authorized shares of common stock increased from 100 million to 500 million shares as a result of the conversion (effective 2023-04-10).
“The number of shares of common stock that the Company is authorized to issue increased from 100 million shares to 500 million shares.”
Fortune Rise Acquisition Corp: Filing of Extension Amendment to extend business combination deadline up to November 6, 2023 (effective 2023-04-11).
“On April 11, 2023, Fortune Rise Acquisition Corporation, a Delaware corporation (the “ Company ”), filed with the Secretary of State of the State of Delaware an amendment (the “ Extension Amendment ”) to the Company’s amended and restated certificate of incorporation to extend the date by which the Company must consummate a Business Combination up to six times, each by an additional month, for an aggregate of six additional months (i.e. from May 6, 2023 up to November 6, 2023) or such earlier date as determined by the board of directors.”
Hawks Acquisition Corp: Provided for the right of Class B common stock holders to convert shares into Class A common stock on a one-for-one basis and that the provision granting Class B holders exclusive right to elect directors shall no longer apply when no Class B shares are outstanding (effective 2023-04-12).
“stockholders of the Company (the “Stockholders”) approved (i) an amendment to the Certificate of Incorporation to extend the date by which the Company has to consummate a business combination from April 13, 2023 to December 13, 2023 (or such earlier date as determined by the Board) (the “First Charter Amendment”) and (ii) an amendment to the Certificate of Incorporation to provide for the right of a holder of Class B Common Stock to convert their shares of Class B Common Stock into shares of Class A Common Stock on a one-to-one basis at the election of the holder and to provide that the provision in the Certificate of Incorporation granting holders of shares of Class B Common Stock the exclusive right to elect and remove any director shall no longer apply when there are no shares of Class B Common Stock outstanding (the “Second Charter Amendment”).”
Hawks Acquisition Corp: Extended the date by which the Company must consummate a business combination from April 13, 2023 to December 13, 2023 (effective 2023-04-12).
“stockholders of the Company (the “Stockholders”) approved (i) an amendment to the Certificate of Incorporation to extend the date by which the Company has to consummate a business combination from April 13, 2023 to December 13, 2023 (or such earlier date as determined by the Board) (the “First Charter Amendment”)”
Schrodinger, Inc.: Amended and restated bylaws effective immediately on April 12, 2023, with changes including universal proxy rule compliance, removal of inoperative written consent provision, and emergency board meeting provisions (effective 2023-04-12).
“On April 12, 2023, the Board of Directors (the “Board”) of Schrödinger, Inc. (the “Company”) approved an amendment and restatement of the Company’s Amended and Restated Bylaws (as so amended and restated, the “Amended and Restated Bylaws”), effective immediately.”
SUNHYDROGEN, INC.: Filed an amended and restated certificate of designation designating 12,000 shares of Series C Preferred Stock with specific terms (effective 2023-04-07).
“On April 7, 2023,SunHydrogen, Inc. (the “Company”) filed an amended and restated certificate of designation of Series C Preferred Stock (the “Certificate of Designation”), with the Secretary of State of Nevada, designating 12,000 shares of preferred stock as Series C Preferred Stock.”
TAPESTRY, INC.: Amended and restated Bylaws to address procedural mechanics, disclosure requirements for stockholder proposals, nominations, and universal proxy rules (effective 2023-04-12).
“Effective April 12, 2023, the Board approved an amendment and restatement of the Company’s Bylaws (the “Bylaws”).”
UMB FINANCIAL CORP: Amended bylaws to reduce special meeting threshold from 50% to 20% and reinstate cumulative voting for director elections (effective 2023-04-13).
“On April 13, 2023, the Board of Directors (the “Board”) of UMB Financial Corporation (the “Company”) amended the Company’s bylaws (as amended, the “Bylaws”) to: (i) reduce the percentage of shares of the Company’s common stock required to call a special meeting from 50% to 20%, and (ii) reinstate cumulative voting for director elections.”
FLOWSERVE CORP: Increased the number of directors from ten to eleven (effective 2023-04-12).
“On April 12, 2023, the Board approved an amendment to the Company’s By-Laws, effective April 12, 2023. Article III, Section 2 of the By-Laws, which sets forth the number of directors of the Company, was amended by the Board to increase the number of directors of the Company from ten to eleven.”
ContextLogic Inc.: Approved and filed a reverse stock split amendment to the Restated Certificate of Incorporation effecting a 1-for-30 reverse stock split (effective 2023-04-11).
“At the 2023 Annual Meeting of Stockholders of ContextLogic Inc. (the “Company”) held virtually on April 10, 2023 (the “Annual Meeting”) the Company’s stockholders approved an amendment to the Company’s Restated Certificate of Incorporation to effect a reverse stock split of issued and outstanding Class A common stock (the “common stock”) at a ratio of between 1-for-20 and 1-for-30 shares, with the final ratio to be selected by the Company’s Board of Directors (the “Reverse Stock Split”).”
Skillz Inc.: Filed a Certificate of Correction to correct an inaccurate reference to total authorized shares of capital stock in the Third Amended and Restated Certificate of Incorporation (effective 2020-12-16).
“The Certificate of Correction was filed to correct an inaccurate reference to the total number of authorized shares of capital stock of the Company, which failed to reference the common stock of the Company.”
Chewy, Inc.: Amended bylaws to revise director nomination procedures, add Rule 14a-19 compliance requirements, reflect DGCL changes, and make administrative updates (effective 2023-04-06).
“On April 6, 2023, the Board of Directors of Chewy, Inc. (the “Company”) adopted and approved amendments to the Company’s amended and restated bylaws (the “Bylaws”), effective immediately.”
Greenlane Holdings, Inc.: Lowered the quorum requirement for stockholder meetings from a majority to one-third of shares entitled to vote (effective 2023-04-11).
“The Amendment amends and restates Article I, Section 1.6 of the Company’s Bylaws in its entirety to lower the number of holders of the shares entitled to vote at a meeting of stockholders constituting a quorum, in person or by proxy, from a majority to one-third.”
HF Foods Group Inc.: Certificate of Designation for Series A Participating Preferred Stock adopted and filed with Delaware Secretary of State (effective 2023-04-11).
“on April 11, 2023 the Board approved a Certificate of Designation of Rights, Preferences and Privileges of Series A Participating Preferred Stock (the “Certificate of Designation”) setting forth the rights, powers and preferences of the Preferred Stock. The Certificate of Designation was filed with the Secretary of State of the State of Delaware on April 11, 2023.”
Kashin, Inc.: Kashin, Inc. ceased to be a shell company upon acquisition of Business with Friends, Inc., which is generating revenues.
“Item 5.06 -Change in Shell Company Status. Business with Friends, Inc. is currently generating revenues in their previous quarter and will be incorporating their income in subsequent filings.”
SOBR Safe, Inc.: On April 6, 2023, the Board of Directors amended the Bylaws to reduce the stockholder quorum requirement from a majority to one-third of outstanding shares entitled to vote (effective 2023-04-06).
“On April 6, 2023, the Board of Directors of SOBR Safe, Inc. (the “ Company ”) amended the Amended and Restated Bylaws of SOBR Safe, Inc. dated October 25, 2019 (the “ Bylaws ”). The amendment, effective April 6, 2023 (the “ Bylaw Amendment ”) amends Section 3.5 of the Bylaws to reduce the quorum required for the transaction of business at a meeting of the stockholders from a majority of the outstanding shares of stock entitled to vote to one-third of the outstanding shares of stock entitled to vote.”
AiAdvertising, Inc.: Amended and restated bylaws to set board size at six directors, require 80% vote to increase board size, revise indemnification provisions, and require 75% board vote to amend bylaws (effective 2023-04-10).
“Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. The information provided in Item 1.01 Entry into a Material Definitive Agreement of this Current Report on Form 8-K with respect to the Series I Certificate is incorporated by reference into this Item 5.03. Amended and Restated Bylaws In accordance with terms of the Purchase Agreement, on April 10, 2023, the Board amended and restated the Company’s bylaws to, among other things, (i) set the size of the Board at six directors, (ii) provide that the size of the Board shall not be increased without the affirmative vote of the holders of the Company’s voting securities holding 80% of the vote, (iii) revise the provisions relating to indemnification of certain persons, and (iv) provide that the Board may not amend the bylaws without the affirmative vote of 75% of the members of the Board (the “Amended and Restated Bylaws”).”
Home Plate Acquisition Corp: The company amended its charter to extend the business combination deadline to October 4, 2023 and provide conversion rights for Class B common stock (effective 2023-04-04).
“As approved by its stockholders at the Special Meeting, the Company filed an amendment (the “Extension Amendment”) to the Company’s Amended and Restated Certificate of Incorporation (the “A&R Charter”) with the Secretary of State of the State of Delaware. The Extension Amendment (i) extends the date by which the Company must consummate its initial business combination from April 4, 2023 to October 4, 2023 and (ii) provides holders of the Company’s Class B common stock, par value $0.0001 per share (“Class B Common Stock”) the right to convert any and all of their Class B Common Stock into the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock” and, together with the Class B Common Stock, the “Common Stock”) on a one-for-one basis prior to the closing of a business combination at the election of the holder.”
PINEAPPLE EXPRESS CANNABIS Co: Changed fiscal year to calendar year ending December 31, effective December 31, 2022 (effective 2022-12-31).
“On April 8 th , 2023, the Company’s Board of Directors unanimously approved a board resolution and written consent of the majority of the stockholders to amend the company’s fiscal year to calendar year running from January 1 st to December 31 st , effective December 31, 2022.”
BEYOND MEAT, INC.: Amended quorum requirement for stockholder meetings from majority to one-third of voting power (effective 2023-04-09).
“Article I, Section 1.5 of the Bylaws was amended to modify the quorum required for the transaction of business at a meeting of stockholders of the Company to provide that the presence, in person or by proxy, of holders of one-third (1/3 rd) of the voting power of the shares of stock issued and outstanding and entitled to vote at the meeting will constitute a quorum for the transaction of business at such meeting”
SOUNDTHINKING, INC.: Amended and restated Bylaws solely to reflect the name change to SoundThinking, Inc (effective 2023-04-06).
“The Company also amended and restated its Bylaws on the same date, solely to effect the Name Change.”
SOUNDTHINKING, INC.: Changed corporate name to SoundThinking, Inc. via amended and restated certificate of incorporation (effective 2023-04-06).
“On April 6, 2023, ShotSpotter, Inc. (the “ Company ”) changed its corporate name to SoundThinking, Inc. (the “ Name Change ”), pursuant to an amended and restated certificate of incorporation filed with the Delaware Secretary of State.”
BOEING CO: Amended Article VII, Section 4 of By-Laws to specify exclusive forum for disputes if Court of Chancery lacks jurisdiction (effective 2023-04-05).
“On April 5, 2023, the Board of Directors (the "Board") of The Boeing Company (the "Company") amended Article VII, Section 4, Forum for Adjudication of Disputes, of the Company’s By-Laws (the “By-Laws”) to specify that if the Court of Chancery of the State of Delaware does not have jurisdiction, another state court located in the State of Delaware or, if no state court located in the State of Delaware has jurisdiction, the federal district court for the District of Delaware or the federal district court for the Eastern District of Virginia shall be the sole and exclusive forum for resolving certain actions that may affect the Company.”
Schultze Special Purpose Acquisition Corp. II: Amended certificate of incorporation to extend the deadline for initial business combination from April 13, 2023 to October 13, 2023 (effective 2023-04-10).
“On April 10, 2023, the Company filed the Charter Amendment with the Secretary of State of the State of Delaware in order to implement the Extension.”
CISO Global, Inc.: Amended by-laws to reflect corporate name CISO Global, Inc. and update address (effective 2023-04-04).
“on April 4, 2023, our Board of Directors amended our By-Laws to reflect the corporate name CISO Global, Inc. and to update our address.”
CISO Global, Inc.: Amended certificate of incorporation to change name from Cerberus Cyber Sentinel Corporation to CISO Global, Inc (effective 2023-04-04).
“On April 4, 2023, we filed with the Secretary of State of the State of Delaware a Certificate of Amendment of Amended and Restated Certificate of Incorporation to change our name from Cerberus Cyber Sentinel Corporation to CISO Global, Inc.”
REALLOYS INC.: Amendment to Articles of Incorporation to effect a reverse stock split at a ratio of one-for-four (effective 2023-04-10).
“On April 10, 2023, the Company filed the Amendment to the Company’s Articles of Incorporation with the Nevada Secretary of State to effect the Reverse Stock Split at a Split Ratio of one-for-four. The Amendment takes effect April 10, 2023 at 4:01 p.m. Eastern Daylight Time”
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.