Governance Changes

MUSTANG BIO, INC.: Amended bylaws to change the quorum requirement for stockholder meetings from a majority of outstanding shares to a majority of outstanding voting power (effective 2023-03-28).

“on March 28, 2023, the Board adopted the Amended and Restated Bylaws of the Company (the “ Amended Bylaws ”), effective immediately. The Amended Bylaws modify the Company’s prior bylaws to amend Article II, Section 6 to change the quorum requirement for meetings of stockholders to a majority of the outstanding voting power of the Company, calculated in accordance with the Company’s Amended and Restated Certificate of Incorporation, from a majority of the outstanding shares of stock of the Company issued and outstanding and entitled to vote thereat.”

MUSTANG BIO, INC.: Filed Certificate of Amendment to effect a 15-for-1 reverse stock split of common stock (effective 2023-04-03).

“On April 3, 2023, Mustang Bio, Inc. (the “ Company ”) filed a Certificate of Amendment (the “ Amendment ”) to its Amended and Restated Certificate of Incorporation, as amended, with the Secretary of State of the State of Delaware to effect a 15-for-1 reverse stock split (the “ Reverse Stock Split ”) of the Company’s shares of common stock, $0.0001 par value (the “ Common Stock ”).”

Outlook Therapeutics, Inc.: Increased authorized common stock from 325,000,000 to 425,000,000 shares (effective 2023-03-29).

“The increase in the authorized number of shares of the Company’s common stock was effected pursuant to a Certificate of Amendment of the Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) filed with the Secretary of State of the State of Delaware on March 29, 2023 and was effective as of such date.”

DIGITAL REALTY TRUST, INC.: Ninth Amended and Restated Bylaws approved, updating stockholder nomination requirements, adding universal proxy rule compliance, proxy card color requirement, and removing ownership threshold for bylaw amendments (effective 2023-03-30).

“On March 30, 2023, the Board of Directors of the company approved the company’s Ninth Amended and Restated Bylaws (the “Amended and Restated Bylaws”), effective as of such date”

LIFE STORAGE LP: Amended and restated Bylaws to revise Sections 1.07, 7.01, and Article XI regarding director elections, indemnification, and exclusive forum for federal securities claims (effective 2023-04-02).

“On April 2, 2023, Life Storage’s board of directors approved an amendment and restatement (the “Amendment and Restatement”) of the Bylaws of Life Storage (the “Bylaws”), which became effective immediately.”

TIMBERLAND BANCORP INC: Increased number of directors from nine to ten (effective 2023-04-03).

“On March 28, 2023, the Company’s Board of Directors amended the Company’s Bylaws by increasing the number of directors from nine (9) to ten (10), in connection with the addition of Mr. Drugge to the Board of Directors effective on April 3, 2023.”

Star Holdings: Amended and Restated Bylaws adopted, containing advance notice provisions for shareholder nominations and proposals, and other governance provisions (effective 2023-03-31).

“On March 31, 2023, the Board adopted the Star Holdings' Amended and Restated Bylaws (the "Amended and Restated Bylaws").”

Star Holdings: Amended and Restated Declaration of Trust, setting authorized shares to 200,000,000 common shares and 30,000,000 preferred shares, and providing one vote per common share (effective 2023-03-31).

“On March 31, 2023, Star Holdings amended and restated its Declaration of Trust (the "Amended and Restated Declaration of Trust").”

Mag Mile Capital, Inc.: Company ceased to be a shell company as a result of the merger.

“As a result of the Merger, the Company ceased to be a shell company (as defined in Rule 12b-2 of the Exchange Act) as of the Closing.”

Parsec Capital Acquisitions Corp.: Parsec ceased being a shell company upon completion of the acquisition on March 9, 2023 (effective 2023-03-09).

“Prior to the closing of the acquisition, Parsec was a “shell company” as defined in Rule 405 of the Securities Act and Rule 12b-2 of the Exchange Act. As described in Item 2.01 above, which is incorporated by reference into this Item 5.06, Parsec ceased being a shell company upon completion of the acquisition on March 9, 2023.”

Home Plate Acquisition Corp: Amendment to Amended and Restated Certificate of Incorporation to extend business combination deadline to October 4, 2023 and provide Class B conversion right (effective 2023-03-30).

“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”

Dragonfly Energy Holdings Corp.: Adopted new Nevada Bylaws in connection with reincorporation (effective 2023-03-31).

“Pursuant to the Plan of Conversion, the Company also adopted new Bylaws (the “ Nevada Bylaws ”).”

Dragonfly Energy Holdings Corp.: Reincorporated from Delaware to Nevada by filing Nevada Articles of Incorporation and adopting Nevada Bylaws (effective 2023-03-31).

“Pursuant to the Plan of Conversion, the Company effected the Reincorporation at 4:01 p.m. (EST) on March 31, 2023 by filing: (i) a certificate of conversion with the Secretary of State of the State of Delaware (the “ Delaware Certificate of Conversion ”); (ii) articles of conversion with the Secretary of State of the State of Nevada (the “ Nevada Articles of Conversion ”); and (iii) articles of incorporation with the Secretary of State of the State of Nevada (the “ Nevada Articles of Incorporation ”). Pursuant to the Plan of Conversion, the Company also adopted new Bylaws (the “ Nevada Bylaws ”).”

Volta Inc.: Bylaws amended and restated in their entirety following the Effective Time.

“following the Effective Time, the bylaws of the Company were amended and restated in their entirety (the “ A&R Bylaws ”)”

Volta Inc.: Amended and restated certificate of incorporation in its entirety as of the Effective Time.

“the amended and restated certificate of incorporation of the Company as in effect immediately prior to the Effective Time, was amended and restated in its entirety (the “ A&R Charter ”)”

Green Thumb Industries Inc.: Updated code of ethical business conduct approved and adopted, replacing prior code in its entirety as a regular periodic refresh (effective 2023-03-29).

“Effective March 29, 2023, the Board of Directors (the “Board”) of Green Thumb Industries Inc. (the “Company”) approved and adopted an updated Code of Ethical Business Conduct (the “Revised Code”), to replace the Company’s existing Code of Ethical Business Conduct in its entirety.”

micromobility.com Inc.: Filed Certificate of Amendment to Restated Certificate of Incorporation to effect a 1-for-50 reverse stock split and company name change to micromobility.com Inc (effective 2023-03-30).

“On March 30, 2023, the Company filed with the Secretary of State of the State of Delaware a certificate of amendment to its Restated Certificate of Incorporation (the “Certificate of Amendment”) to effect the Reverse Stock Split and the Company Name Change”

Dianthus Therapeutics, Inc. /DE/: The Board approved a Certificate of Designations to create a new series of preferred stock, Series A Junior Participating Cumulative Preferred Stock, in connection with the adoption of a Rights Agreement (effective 2023-03-31).

“In connection with the adoption of the Rights Agreement described in Item 1.01 above, the Board of Directors of the Company approved a Certificate of Designations of Series A Junior Participating Cumulative Preferred Stock (the “Certificate of Designations”). The Certificate of Designations will be filed with the Secretary of State of Delaware on March 31, 2023.”

AgroFresh Solutions, Inc.: Upon consummation of the merger, the bylaws were amended and restated (effective 2023-03-31).

“Effective upon consummation of the Merger, the bylaws of the Company, as in effect immediately prior to the Merger, were amended and restated to be in the form of the bylaws attached as Exhibit 3.2 hereto, which is incorporated herein by reference.”

AgroFresh Solutions, Inc.: Upon consummation of the merger, the certificate of incorporation was amended and restated (effective 2023-03-31).

“Effective upon consummation of the Merger, the certificate of incorporation of the Company, as in effect immediately prior to the Merger, was amended and restated to be in the form of the certificate of incorporation attached as Exhibit 3.1 hereto, which is incorporated herein by reference.”

Vishay Precision Group, Inc.: Board adopted Third Amended and Restated Bylaws effective immediately, including updates for SEC universal proxy rules, removal of stockholder-list requirement, and other conforming changes (effective 2023-03-30).

“On March 30, 2023, the Board of Directors of Vishay Precision Group, Inc. (the “Company”) approved and adopted the Third Amended and Restated Bylaws of the Company (the “Bylaws”), which became effective immediately upon adoption.”

FiEE, Inc.: 1-for-25 reverse stock split of common stock (effective 2023-04-17).

“On March 31, 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-25 reverse split of its common stock (the “Reverse Stock Split”).”

CROSSFIRST BANKSHARES, INC.: Filed Certificate of Designations establishing Series A Preferred Stock (effective 2023-03-29).

“On March 29, 2023, the Company filed the Certificate of Designations with the Secretary of State of the State of Kansas, which was effective upon filing.”

Mersana Therapeutics, Inc.: Amended and restated bylaws to adopt universal proxy rules, revise stockholder meeting procedures, add emergency bylaw provision, and make other updates (effective 2023-03-31).

“On March 31, 2023 , the Board of Directors (the “Board”) of Mersana Therapeutics, Inc. (the “Company”) adopted and approved the Company’s Second Amended and Restated Bylaws (as so amended and restated, the "Bylaws").”

GENCO SHIPPING & TRADING LTD: Adopted Fourth Amendment to Amended and Restated By-laws, adding enhanced disclosure requirements for shareholder nominations and proposals, reserving white proxy card for Board use, limiting shareholder list contact information, requiring director nominee commitments and questionnaires, and mandati (effective 2023-03-28).

“On March 28, 2023, the Board of Directors of Genco Shipping & Trading Limited (the “Company”) adopted a Fourth Amendment to the Amended and Restated By-laws of the Company (the “By-Laws”).”

Athenex, Inc.: Reduced stockholder meeting quorum requirement from majority to one third of votes entitled to be cast (effective 2023-03-30).

“the Amendment, which became effective immediately, reduces the quorum requirement at meetings of the Company’s stockholders from a majority of the votes entitled to be cast at the meeting to one third of the votes entitled to be cast at the meeting. Similarly, when a separate vote by a class or series is required, one-third of the voting power of the class or series will constitute a quorum.”

DELCATH SYSTEMS, INC.: Filed Certificate of Designation for Series F Preferred Stock, establishing rights and preferences of four new series of preferred stock (effective 2023-03-28).

“Pursuant to the terms of the Preferred Purchase Agreement, on March 28, 2023, the Company filed the Certificate of Designation with the Delaware Secretary of State designating 24,900 shares of its authorized and unissued preferred stock as Series F-1 Preferred Stock, 24,900 shares as Series F-2 Preferred Stock, 34,860 shares as Series F-3 Convertible Preferred Stock and 24,900 shares as Series F-4 Convertible Preferred Stock”

TMT Acquisition Corp.: On March 27, 2023, the Company adopted its Amended and Restated Memorandum and Articles of Association in connection with its initial public offering (effective 2023-03-27).

“Item 5.03 Amendments to Articles of Incorporation or Bylaws. On March 27, 2023, the Company adopted its Amended and Restated Memorandum and Articles of Association. The Amended and Restated Memorandum and Articles of Association are attached as Exhibit 3.1 hereto and are incorporated by reference herein.”

Berenson Acquisition Corp. I: Amended charter to extend business combination deadline from March 30, 2023 to September 30, 2023 (effective 2023-03-28).

“on March 28, 2023, the Company filed with the Secretary of State of the State of Delaware a certificate of amendment of its amended and restated certificate of incorporation (the “Charter”) which became effective upon filing.”

RF Acquisition Corp.: RF Acquisition Corp. filed an amended charter to extend its business combination deadline to December 28, 2023 and modify conversion rights of Class B common stock (effective 2023-03-30).

“On March 30, 2023, the Company filed its Second Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware (the “ Charter Amendment ”) to reflect the Charter Amendment Proposal and address any minor scriveners or typographical errors. Additionally reflected in the Charter Amendment, the board of directors of the Company unanimously approved, with the written consent of the sole holder of Class B Common Stock, an amendment to the Charter that modifies the existing rights of holders of Class B Common Stock to convert their shares into Class A Common Stock by allowing them to convert at any time and from time to time at the option of the holder.”

Ribbon Communications Inc.: Filed a Certificate of Designation with the Delaware Secretary of State designating 63,250 shares of Series A preferred stock, effective as of March 30, 2023 (effective 2023-03-30).

“Pursuant to the terms of the Purchase Agreement, the Company filed with the Delaware Secretary of State a Certificate of Designation, Preferences and Rights (the “ Certificate of Designation ”) designating 63,250 shares of the Preferred Stock, effective as of the Closing Date, which is attached as Exhibit 3.1 to this Current Report on Form 8-K.”

Ensysce Biosciences, Inc.: Amended certificate of incorporation to effect a 1-for-12 reverse stock split (effective 2023-03-31).

“On March 28, 2023, Ensysce Biosciences, Inc. (the "Company" or "we" or "our") filed an amendment to the Company’s Third Amended and Restated Certificate of Incorporation (as amended to date, the "Certificate of Incorporation"), with the Secretary of State of the State of Delaware to effect a one-for-twelve (1-for-12) reverse stock split (the "Reverse Stock Split") of our common stock, par value $0.0001 (the "Common Stock").”

DuPont de Nemours, Inc.: Amended and restated bylaws to incorporate provisions regarding the Lead Director's authority to receive director resignations, call special board meetings, and preside in the Chairman's absence (effective 2023-03-29).

“On March 29, 2023, the Board of Directors approved an amendment and restatement of the Company’s bylaws, (such amended and restated Company bylaws, the “Amended and Restated Bylaws”), effective as of such date. The purpose of the amendment and restatement of the bylaws is to incorporate certain additional provisions with respect to the role of the Lead Director.”

Outlook Therapeutics, Inc.: Increased authorized number of shares of common stock from 325,000,000 to 425,000,000 (effective 2023-03-29).

“At the 2023 Annual Meeting of Stockholders (the “Annual Meeting”), the stockholders of Outlook Therapeutics, Inc. (the “Company”) approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the authorized number of shares of the Company’s common stock from 325,000,000 shares to 425,000,000 shares.”

Transocean Ltd.: Amended Articles of Association to reflect share capital change from conversion of exchangeable bonds (effective 2023-03-28).

“On March 28, 2023, the Articles of Association of Transocean Ltd. the “Company”) were amended (as amended, the “Articles of Association”) to reflect changes in the Company’s total issued share capital resulting from the previous issuance of 681 Transocean Ltd. shares out of conditional capital in connection with the exercise of certain 0.50% exchangeable senior bonds due 2023 issued by Transocean Inc., a wholly-owned subsidiary of the Company, prior to their maturity on January 30, 2023.”

Cuentas Inc.: Effected a one-for-thirteen reverse stock split by filing a Certificate of Amendment to the Amended and Restated Articles of Incorporation (effective 2023-03-24).

“On March 24, 2023, Cuentas, Inc. (the “Company”) effected a one-for-thirteen (1:13) reverse stock split (the “Reverse Stock Split”) of the shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”). To effect the Reverse Stock Split, the Company filed with the Florida Secretary of State a Certificate of Amendment to its Amended and Restated Articles of Incorporation (the “Certificate of Amendment”) which became effective as of 12:01 a.m. Eastern Standard Time on Friday, March 24, 2023.”

FEMASYS INC: Reduced stockholder meeting quorum requirement to 33.4% (effective 2023-03-29).

“On March 29, 2023, the Board of Directors of Femasys Inc. amended Section 5 of Article I of Femasys Inc.’s Amended and Restated Bylaws to reduce the quorum requirement for any meeting of stockholders to 33.4%.”

DUCK CREEK TECHNOLOGIES, INC.: Amended and restated Bylaws.

“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 Bylaws of Merger Sub as in effect immediately prior to the Effective Time (except for provisions with respect to exculpation, indemnification, advancement of expenses and limitation of director, officer and employee (or comparable) liability) (the “ Bylaws ”).”

DUCK CREEK TECHNOLOGIES, INC.: Amended and restated Certificate of Incorporation.

“the Amended and Restated Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, was amended and restated in its entirety to be in the form of the Certificate of Incorporation set forth in Exhibit A to the Merger Agreement (the “ Certificate of Incorporation ”).”

Savara Inc: Adopted Amended and Restated Bylaws with updates including stockholder proposal procedures, director nomination requirements, universal proxy rules, electronic notice, name change, written consent, director removal, adjournment procedures, and emergency bylaws (effective 2023-03-28).

“On March 28, 2023, in connection with a periodic review of the Composite Amended and Restated Bylaws, as amended, of Savara Inc. (“Savara”), the Board of Directors (the “Board”) of Savara adopted and approved Savara’s Amended and Restated Bylaws (the “Amended Bylaws”), which became immediately effective.”

AVADEL PHARMACEUTICALS PLC: Board approved Certificate of Designation for Series B Non-Voting Convertible Preferred Shares, setting forth powers, preferences, rights, qualifications, limitations and restrictions (effective 2023-03-28).

“Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. The Board of Directors approved the Certificate of Designation on March 28, 2023.”

HOVNANIAN ENTERPRISES INC: Amended and restated bylaws to add procedural requirements for Universal Proxy Rule (Rule 14a-19) and expand disclosure requirements for nominating shareholders and director nominees (effective 2023-03-28).

“On March 28, 2023, the Board of Directors of Hovnanian Enterprises, Inc. (the "Company") approved an amendment and restatement of the Company’s by-laws (the "By-laws") principally, among other things, to add procedural and informational requirements for shareholders that intend to use Rule 14a-19 (the "Universal Proxy Rule") of the Securities Exchange Act of 1934, as amended (the "Exchange Act").”

Signify Health, Inc.: Amended and restated certificate of incorporation and bylaws in connection with merger.

“the amended and restated certificate of incorporation of the Company and the amended and restated bylaws of the Company as in effect immediately prior to the Merger were each further amended and restated in their entirety, as set forth in Exhibits 3.1 and 3.2, respectively, to this Current Report, which are incorporated herein by reference.”

Science Applications International Corp: Amended and restated bylaws effective March 29, 2023 to update stockholder meeting procedures, address universal proxy rules, and make other changes (effective 2023-03-29).

“On March 29, 2023 (the “Effective Date”), 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 of Science Applications International Corporation (the “Company”), the Board of Directors of the Company (the “Board”) approved and adopted the Company’s amended and restated bylaws (the “Amended and Restated Bylaws”), effective as of the Effective Date, to, among other things: • update and revise the provisions related to stockholder meeting adjournment procedures to provide that the chair of a stockholder meeting has the power to adjourn the meeting without a vote of stockholders, whether or not a quorum is present; • eliminate the requirement that a list of stockholders entitled to vote at a stockholder meeting be open to examination at the meeting; • address the universal-proxy rules adopted by the SEC by clarifying that no person may solicit proxies in support of a director nom”

Turtle Beach Corp: Board approved a Certificate of Designation for Series A Junior Participating Preferred Stock (effective 2023-03-27).

“on March 27, 2023, the Board approved a Certificate of Designation, Preferences, and Rights of Series A Junior Participating Preferred Stock”

Golden Growers Cooperative: Reduced minimum allocation to Method A pool members from 25% to 15% (effective 2023-01-01).

“The Bylaws, as amended and restated, reduces the requirement to allocate a minimum portion of the Cooperative’s income to members who participate in the Method A pool from 25% to 15%.”

Charging Robotics Inc.: Company ceased being a shell company upon execution of the Acquisition Agreement on March 28, 2023 (effective 2023-03-28).

“Prior to the closing of the acquisition, the Company was a "shell company" as defined in Rule 405 of the Securities Act and Rule 12b-2 of the Exchange Act. As described in Item 2.01 above, which is incorporated by reference into this Item 5.06, The Company ceased being a shell company upon the execution of the Acquisition Agreement on March 28, 2023.”

DYADIC INTERNATIONAL INC: Amended and restated bylaws effective immediately, relating to Rule 14a-19 and recent amendments to the Delaware General Corporation Law (effective 2023-03-28).

“On March 28, 2023, the board of directors (the “Board”) of Dyadic International, Inc. (the “Company”) amended and restated the Company’s Second Amended and Restated Bylaws (as amended and restated, the “Bylaws”), effective immediately. Among other things, the amendments relate to (i) Rule 14a-19 under the Securities Exchange Act of 1934, as amended, and (ii) recent amendments to the Delaware General Corporation Law.”

TERADYNE, INC: Updated procedural requirements for director nominations by stockholders to comply with SEC's universal proxy rules and other administrative changes (effective 2023-03-24).

“On March 24, 2023, the Board of Directors (the “Board”) of Teradyne, Inc. (the “Company”) approved the Company’s Amended and Restated Bylaws (as so amended and restated, the “Amended Bylaws”), effective as of such date. Among other matters, the Amended Bylaws update certain procedural requirements related to director nominations by stockholders in light of the recently adopted “universal proxy” rules of the U.S. Securities and Exchange Commission (the “SEC”) and reflect certain other administrative changes due to the adoption of the “universal proxy” rules.”

BK Technologies Corp: Reverse stock split at ratio 1-for-5 filed via Certificate of Change with Nevada Secretary of State, effective April 21, 2023 (effective 2023-04-21).

“The Reverse Stock Split will be effected pursuant to the Company’s filing of a Certificate of Change (the “Certificate”) with the Secretary of State of the State of Nevada. The Certificate will become effective at 5:00 p.m. on the Effective Date.”