Charter, bylaw, and control-related changes under 8-K Items 5.03/5.05/5.06.
Four Corners Property Trust, Inc.: Board approved and adopted an amendment and restatement of the Company’s Bylaws, implementing changes related to universal proxy rules, proxy card color requirements, enhanced disclosure for stockholder nominations, remote meeting authority, exclusive forum provision, and other technical updates (effective 2023-03-09).
“On March 9, 2023, the Board approved and adopted an amendment and restatement of the Company’s Bylaws (the “Amended and Restated Bylaws”).”
Peakstone Realty Trust: Peakstone Realty Trust amended its charter to change its name from Griffin Realty Trust to Peakstone Realty Trust and to effect a one-for-nine reverse share split (effective 2023-03-10).
“On March 8, 2023, Peakstone Realty Trust (the “Registrant” or the “Company”) filed Articles of Amendment to the Registrant’s charter (the “Articles of Amendment”) with the State Department of Assessments and Taxation of Maryland to effect (a) a name change and (b) a one-for-nine reverse share split (the “Reverse Share Split”).”
Lipocine Inc.: Bylaw amendment to reduce the stockholder quorum requirement from a majority to one-third of outstanding shares entitled to vote (effective 2023-03-07).
“On March 7, 2023, the board of directors the (“ Board ”) of Lipocine Inc. (the “ Company ”), adopted and approved an amendment to the Company’s Amended and Restated Bylaws (the “ Bylaws Amendment ”) in order to change the number of stockholders required to constitute a quorum at a meeting of stockholders, from requiring a majority, to requiring one-third, of the outstanding shares of stock entitled to vote, present in person, by remote communication, or represented by proxy.”
First Eagle Alternative Capital BDC, Inc.: Following the merger, the bylaws of Acquisition Sub in effect prior to the merger became the bylaws of the Company as the surviving corporation, and the certificate of incorporation was amended and restated (effective 2023-03-10).
“Pursuant to the terms of the Merger Agreement, at the Effective Time, the certificate of incorporation of the Company was amended and restated and the bylaws of Acquisition Sub, as in effect immediately prior to the Effective Time, became the bylaws of the Company (as the surviving corporation in the First Merger).”
GENERAC HOLDINGS INC.: Amended and restated bylaws to add proxy access for eligible stockholders and update universal proxy card rules (effective 2023-03-09).
“On March 9, 2023, the Board of Directors of Generac Holdings Inc. (the “Company”), upon recommendation of the Nominating and Corporate Governance Committee, adopted an amendment and restatement of the Company’s Amended and Restated Bylaws (as further amended and restated, the “Restated Bylaws”) to, among other things, provide “proxy access” for eligible stockholders and make changes in connection with the new Securities and Exchange Commission rules regarding universal proxy cards.”
RiskOn International, Inc.: Filed amendments to Certificates of Designation for Series B and Series C preferred stock to implement Voting Rights Formula and add beneficial ownership limitation to Series C (effective 2023-03-07).
“the Company filed amendments to the Series B and C Certificates of Designation to give effect to the Voting Rights Formula, as well as to add a beneficial ownership limitation to the Series C.”
Idaho Copper Corp: Company changed its name from Joway Health Industries Group Inc. to Idaho Copper Corporation via a Certificate of Amendment to the Articles of Incorporation (effective 2023-03-09).
“On March 9, 2023, the Company filed the Amendment with the Nevada Secretary of State, which became effective immediately upon filing.”
VSE CORP: Amended bylaws to decrease maximum number of directors from ten to nine, effective upon conclusion of director's term on May 3, 2023 (effective 2023-05-03).
“the Board approved an amendment to the Company’s Bylaws to decrease the maximum number of directors to serve on the Board from ten directors to nine directors (the “Bylaw Amendment”), effective at the conclusion of Mr. Lafond’s term at the Company’s 2023 Annual Meeting of Stockholders on May 3, 2023.”
TRINITY INDUSTRIES INC: The Bylaws were amended to record votes cast against directors as votes cast in director elections, removing the reference to votes to withhold authority (effective 2023-03-06).
“On March 6, 2023, the Company’s Board of Directors amended the last clause of the first paragraph of Article II, Section 7 of the Company’s Bylaws to provide that votes cast against directors are recorded as votes cast in an election of directors.”
CLEANSPARK, INC.: Increased authorized shares of common stock from 100,000,000 to 300,000,000 (effective 2023-03-08).
“The Charter Amendment increased the number of shares of Common Stock authorized for issuance under the Current Articles from 100,000,000 shares to 300,000,000 shares.”
CECO ENVIRONMENTAL CORP: Amended and restated bylaws to align with universal proxy rules, update director nomination procedures, allow remote stockholder meetings, and eliminate stockholder list examination requirement (effective 2023-03-03).
“On March 3, 2023, the Company’s Board of Directors approved an amendment and restatement of the Company’s Amended and Restated By-laws (as amended and restated, the “By-laws”) to (i) align the By-laws with the Securities and Exchange Commission’s new requirements regarding universal proxies pursuant to Rule 14a-19 promulgated under the Securities Exchange Act of 1934, as amended (Article II, Sections 16 and 17); (ii) update the information requirements, processes and procedures regarding the nomination of directors and the proposal of other business for consideration at meetings of the Company’s stockholders (Article II, Sections 16 and 17); (iii) provide for meetings of the Company’s stockholders by means of remote communication (Article II, Sections 3 and 5, and Article III, Sections 3 and 4); (iv) eliminate the requirement that the list of stockholders be open to examination at meetings of the Company’s stockholders, consistent with a recent amendment to the Delaware General Corpora”
Forum Merger IV Corp: Amended charter to extend business combination deadline from March 22, 2023 to April 22, 2023, with up to seven monthly extensions to November 22, 2023; provide Class B conversion rights; delete net tangible assets redemption limitation; and permit the board to wind up operations earlier (effective 2023-03-08).
“On March 8, 2023, Forum Merger IV Corporation (the “ Company ”) filed with the Secretary of State of the State of Delaware an amendment (the “ Charter Amendment ”) to the Company’s amended and restated certificate of incorporation.”
Brand Engagement Network Inc.: Amended articles of association to extend business combination deadline from March 4, 2023 to December 4, 2023 (effective 2023-03-03).
“On March 3, 2023, DHC Acquisition Corp (the “ Company ”) held an extraordinary general meeting of shareholders (the “ Extension Meeting ”), to amend the Company’s amended and restated memorandum and articles of association (the “ Articles Amendment ”) to extend the date by which the Company has to consummate a business combination from March 4, 2023 to December 4, 2023 (such proposal, the “ Extension Amendment Proposal ”). The Articles Amendment is effective as of March 3, 2023.”
Foghorn Therapeutics Inc.: Amended and restated bylaws to address universal proxy rules under Rule 14a-19 (effective 2023-03-07).
“On March 7, 2023, in connection with the effectiveness of new Securities and Exchange Commission rules regarding universal proxy cards and a periodic review of the Company's bylaws, the Company's board of directors approved and adopted amended and restated bylaws (the “Amended and Restated Bylaws”), which became immediately effective.”
AVAI BIO, INC.: Increased authorized common stock from 255,000,000 to 500,000,000 shares and authorized blank check preferred stock of 20,000,000 shares (effective 2023-03-06).
“On March 6, 2023, Trend Innovations Holding Inc. (the “Company”) filed a Certificate of Amendment to its Articles of Incorporation, as amended, with the Secretary of State of the State of Nevada to increase the number of authorized shares of the Company’s common stock from 255,000,000 to 520,000,000 shares”
Natural Resource Holdings, Inc.: Company changed its name to Natural Resource Holdings, Inc. via Articles of Amendment to the Articles of Incorporation (effective 2023-02-14).
“On February 14, 2023, Boxxy, Inc. (the “Company”) filed Articles of Amendment to its Articles of Incorporation (the “Articles of Amendment”) with the Secretary of State of the State of Nevada to change the Company’s name to Natural Resource Holdings, Inc.”
Hapi Metaverse Inc.: Company changed its name from GigWorld Inc. to Hapi Metaverse Inc. effective March 7, 2023 (effective 2023-03-07).
“Effective as of March 7, 2023, the registrant changed its name from “GigWorld Inc.” to “Hapi Metaverse Inc.””
F-star Therapeutics, Inc.: Amended and restated bylaws amended and restated in their entirety.
“the restated certificate of incorporation of the Company and the amended and restated bylaws of the Company were each amended and restated in their entirety, as set forth in Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K, which are incorporated herein by reference.”
F-star Therapeutics, Inc.: Restated certificate of incorporation amended and restated in its entirety.
“the restated certificate of incorporation of the Company and the amended and restated bylaws of the Company were each amended and restated in their entirety, as set forth in Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K, which are incorporated herein by reference.”
MANHATTAN ASSOCIATES INC: Added proxy access bylaw as new Section 2.15, permitting eligible shareholders to nominate directors for inclusion in proxy materials (effective 2023-03-08).
“On March 8, 2023, the Board of Directors (the “Board”) of Manhattan Associates, Inc. (the “Company”) approved and adopted an amendment to the Amended Bylaws of the Company to add a “proxy access” bylaw as new Section 2.15.”
Cyclo Therapeutics, Inc.: Increased number of authorized shares of common stock from 20,000,000 to 50,000,000 via Certificate of Amendment to Articles of Incorporation (effective 2023-03-07).
“On March 3, 2023, Cyclo Therapeutics, Inc. (the “Company”) held a Special Meeting of Stockholders (the “Special Meeting”), at which the Company’s stockholders approved an amendment to the Company’s Articles of Incorporation to increase the number of authorized shares of common stock from 20,000,000 to 50,000,000. The Company filed a Certificate of Amendment with the Secretary of State of the State of Nevada on March 7, 2023 to effect such increase.”
ROYAL GOLD INC: Filed a Certificate of Restatement of the Certificate of Incorporation that integrates all stockholder-approved amendments without further amending the charter provisions (effective 2023-03-07).
“On March 7, 2023, the Company filed a Certificate of Restatement of the Certificate of Incorporation (the “Certificate of Restatement”) with the Delaware SOS effecting the restatement of the Company’s Restated Certificate of Incorporation, as amended (the “Charter”). The Certificate of Restatement integrates all amendments duly approved by the Company’s stockholders and does not further amend the provisions of the Charter.”
ROYAL GOLD INC: Filed a Certificate of Elimination of Special Voting Preferred Stock, eliminating the series which had one share outstanding (effective 2023-03-07).
“On March 7, 2023, the Company filed a Certificate of Elimination of the Special Voting Preferred Stock (the “Special Voting Preferred Stock Certificate of Elimination”) with the Delaware SOS effecting the elimination of its Special Voting Preferred Stock.”
ROYAL GOLD INC: Filed a Certificate of Elimination of Series A Junior Participating Preferred Stock, eliminating the series which had no outstanding shares (effective 2023-03-07).
“On March 7, 2023, the Company filed a Certificate of Elimination of the Series A Junior Participating Preferred Stock (the “Series A Certificate of Elimination”) with the Secretary of State of the State of Delaware (the “Delaware SOS”) effecting the elimination of its Series A Junior Participating Preferred Stock.”
ROYAL GOLD INC: Amended bylaws to address universal proxy rules by updating advance notice, proxy, and quorum and required vote provisions (effective 2023-03-02).
“On March 2, 2023, the Board of Directors of Royal Gold, Inc., a Delaware corporation (the "Company"), approved amendments to the Amended and Restated Bylaws of the Company, effective March 2, 2023 (as amended, the "Amended and Restated Bylaws"). The Amended and Restated Bylaws incorporate amendments to the Company’s advance notice, proxy, and quorum and required vote provisions to address the adoption by the Securities and Exchange Commission of universal proxy rules.”
CIRRUS LOGIC, INC.: Amended and restated bylaws to add proxy access, revise advance notice procedures, and require Securities Act claims to be brought in federal court (effective 2023-03-08).
“Upon recommendation of the Governance and Nominating Committee, the Board of Directors of the Company (the “Board”) approved an amendment and restatement of the Company’s bylaws (“Bylaws”) effective March 8, 2023”
ALPHA MODUS HOLDINGS, INC.: Amended charter to allow Class B common stock holders to convert shares to Class A common stock on a one-for-one basis before business combination closing, at holder's election (effective 2023-03-06).
“amendment to the Company’s amended and restated certificate of incorporation (the “ Charter ”) to implement the Charter Amendment Proposals”
ALPHA MODUS HOLDINGS, INC.: Amended charter to eliminate net tangible assets redemption limitation of $5,000,001 (effective 2023-03-06).
“amendment to the Company’s amended and restated certificate of incorporation (the “ Charter ”) to implement the Charter Amendment Proposals”
ALPHA MODUS HOLDINGS, INC.: Amended charter to extend business combination deadline from March 7 to April 7, 2023, with board discretion to extend up to five additional months to September 7, 2023 (effective 2023-03-06).
“amendment to the Company’s amended and restated certificate of incorporation (the “ Charter ”) to implement the Charter Amendment Proposals”
American Oncology Network, Inc.: Filed a certificate of amendment to extend the business combination deadline to June 30, 2023 and give the sponsor options to further extend, and eliminated the redemption limitation on net tangible assets (effective 2023-03-02).
“On March 2, 2023, the Company filed a certificate of amendment (the “Certificate of Amendment”) to the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware.”
LifeStance Health Group, Inc.: Amended bylaws to update advance notice provisions for universal proxy rules, conform to DGCL, and make administrative changes (effective 2023-03-06).
“On March 6, 2023, the Board of Directors (the “Board”) of the Company approved Second Amended and Restated Bylaws of the Company (the “Amended Bylaws”), effective immediately, with such amendments including updates to the advance notice provisions to address the adoption by the Securities and Exchange Commission (the “SEC”) of “universal proxy” rules and other updates to conform with the Delaware General Corporation Law (the “DGCL”) regarding notice of adjourned stockholder meetings and stockholder list requirements.”
Altimar Acquisition Corp. III: Extended deadline to consummate business combination from March 8, 2023 to September 8, 2023 and eliminated $5,000,001 net tangible asset redemption limitation (effective 2023-03-06).
“the Company’s shareholders approved amendments to the Company’s Amended and Restated Memorandum and Articles of Association, as amended (the “Articles Amendment”) to (i) extend the date by which the Company must consummate its initial business combination from March 8, 2023 to September 8, 2023 (the “Extension”), and (ii) eliminate the limitation that the Company shall not redeem public shares to the extent that such redemption would cause the Company’s net tangible assets to be less than $5,000,001 (the “Redemption Limitation”).”
African Gold Acquisition Corp: Amended articles of association to extend business combination deadline from March 2, 2023 to June 2, 2023, with optional monthly extensions up to March 2, 2024, and removed the $5,000,001 net tangible asset redemption limitation (effective 2023-03-06).
“On March 2, 2023, African Gold Acquisition Corporation (the “ Company ”) held an extraordinary general meeting of shareholders (the “ Extension Meeting ”) to amend the Company’s amended and restated memorandum and articles of association (the “ Articles Amendment ”) to (i) extend the date (the “ Termination Date ”) by which the Company has to consummate a business combination from March 2, 2023 (the “ Original Termination Date ”) to June 2, 2023 (the “ Articles Extension Date ”) and to allow the Company, without another shareholder vote, to elect to extend the Termination Date to consummate a business combination on a monthly basis for up to nine times by an additional one month each time after the Articles Extension Date, by resolution of the Company’s board of directors if requested by African Gold Acquisition Sponsor LLC, the Company’s sponsor , and upon five days’ advance notice prior to the applicable Termination Date, until March 2, 2024, or a total of up to twelve months after t”
SHIFT TECHNOLOGIES, INC.: Amended Certificate of Incorporation to effect a 1-for-10 reverse stock split (effective 2023-03-08).
“As previously disclosed, on December 7, 2022, the stockholders of Shift Technologies, Inc. (the “Company”) approved a proposal at a special meeting of stockholders (the “Special Meeting”) to amend the Company’s Second Amended & Restated Certificate of Incorporation (the “Certificate of Incorporation”) to effect a reverse stock split (the “Reverse Stock Split”) of the Company’s Class A common stock, par value $0.0001 (“Class A common stock”), at a ratio between one-for-five (1:5) and one-for-ten (1:10) (the “Split Ratio Range”), with the final determination of a ratio within the Split Ratio Range to be approved by the Board of Directors of the Company (the “Board”). Following the Special Meeting, the Company’s Board of Directors approved a final split ratio of one-for-ten (1:10). Following such approval, on March 7, 2023, the Company filed an amendment to its Certificate of Incorporation (the “Charter Amendment”) with the Secretary of State of the State of Delaware to effect the reverse”
Vir Biotechnology, Inc.: Amended and restated bylaws to reflect recent legal changes, procedural updates, and enhance stockholder proposal and director nomination requirements (effective 2023-03-02).
“On March 2, 2023, the Board of Directors of Vir Biotechnology, Inc. (the “Company”) unanimously adopted amended and restated bylaws of the Company (as so amended and restated, the “Bylaws”). The Bylaws, which became effective upon adoption, make modifications to reflect recent changes to applicable laws as well as certain procedural and other updates.”
Carisma Therapeutics Inc.: Adopted a new code of business conduct and ethics, superseding the prior code.
“Item 5.05. Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics. In connection with the Merger, the Board adopted a new code of business conduct and ethics (the “ Code of Conduct ”) effective as of the effective time of the Merger.”
Carisma Therapeutics Inc.: Amended and restated By-Laws to update company name, reflect DGCL changes, and enhance advance notice procedures.
“By-Laws Effective as of immediately after the effective time of the Merger, the Company amended and restated its Amended and Restated By-Laws”
NVIDIA CORP: NVIDIA amended and restated its Bylaws to update procedural mechanics and disclosure requirements for stockholder nominations and proposals (effective 2023-03-02).
“On March 2, 2023, the Board of the Company amended and restated the Company’s Bylaws, or the Restated Bylaws, which became effective immediately upon adoption by the Board.”
Nano Magic Inc.: The company changed its name to Nano Magic Inc. and merged its subsidiary Nano Magic LLC into the company on December 31, 2022 (effective 2022-12-31).
“On December 31, 2022 the company changed its name to Nano Magic Inc. At that time, its subsidiary, Nano Magic LLC was also merged into the company.”
CITIGROUP INC: Established a new series of preferred stock, 7.375% Fixed Rate Reset Noncumulative Preferred Stock, Series Z, by filing a Certificate of Designations that amended the Restated Certificate of Incorporation (effective 2023-03-06).
“On March 6, 2023, Citigroup Inc. filed a Certificate of Designations with the Secretary of State of the State of Delaware, establishing the designations, preferences, powers and rights of the shares of a new series of Citigroup preferred stock, 7.375% Fixed Rate Reset Noncumulative Preferred Stock, Series Z.”
CASEYS GENERAL STORES INC: Adopted Seventh Amended and Restated Bylaws with revisions to proxy card color, director nomination and proxy solicitation requirements, and other technical changes (effective 2023-03-02).
“On March 2, 2023, the Board of Directors (the "Board") of the Company, upon the recommendation of the Board’s Nominating and Corporate Governance Committee, approved and adopted, effective immediately, the Company’s Seventh Amended and Restated Bylaws (as amended and restated, the “Bylaws”). The amendments to the Bylaws include: (a) revisions to Article II, Section 9 to require that any stockholder directly or indirectly soliciting proxies from other stockholders use a proxy card color other than white; (b) revisions to Article II, Sections 1(b)-(c), 1(e) and Article III, Sections 3(b)-(c), with respect to the notification and other requirements related to nominations of directors and solicitations of proxies, including requiring compliance with Rule 14a-19 under the Securities Exchange Act of 1934, as amended, and requiring that shareholder nominees for director provide specified information and sit for interviews with the Board and its committees, if requested; and (c) other technica”
Unum Group: Amended Bylaws to adjourn stockholder meetings without notice, reserve white proxy card for Company use, remove stockholder list inspection requirement, and address Rule 14a-19 compliance for stockholder nominees (effective 2023-03-04).
“On March 4, 2023, the Board of Directors of Unum Group (the “Company”) adopted amendments to the Company's Amended and Restated Bylaws (the “Bylaws”).”
Northern Star Investment Corp. III: Amended certificate of incorporation to extend business combination deadline from March 4, 2023 to September 4, 2023 (effective 2023-03-03).
“As a result of the foregoing, effective March 3, 2023, public holders of an aggregate of 35,999,848 public shares exercised, and did not reverse, their right to redeem their public shares (leaving an aggregate of 4,000,152 public shares outstanding after the Meeting) resulting in payment to such holders of an aggregate of approximately $365.4 million in cash. On March 3, 2022, the Company filed the amendment to its amended and restated certificate of incorporation (the “Charter”) with the Secretary of State of the State of Delaware.”
Northern Star Investment Corp. IV: Extended the deadline to consummate a business combination from March 4, 2023 to September 4, 2023 (effective 2022-03-03).
“On March 3, 2022, the Company filed the amendment to its amended and restated certificate of incorporation (the “Charter”) with the Secretary of State of the State of Delaware.”
TaskUs, Inc.: Adopted Third Amended and Restated Bylaws to address Rule 14a-19 (Universal Proxy Card Rules) and recent DGCL amendments, with updated procedural and disclosure requirements for shareholder nominations and other business (effective 2023-03-02).
“On March 2, 2023, the TaskUs, Inc. (the “Company”) Board of Directors (the “Board”), approved and adopted the Company’s third amended and restated bylaws (the “Third Amended and Restated Bylaws”), effective as of such date, primarily to address matters relating to Rule 14a-19 under the Securities Exchange Act of 1934, as amended (the “Universal Proxy Card Rules”) and certain recent amendments to the Delaware General Corporation Law (the “DGCL”).”
BrightView Holdings, Inc.: Certificate of Amendment to the Third Amended and Restated Certificate of Incorporation filed to limit liability of certain officers under Delaware law (effective 2023-03-07).
“On March 7, 2023, BrightView Holdings, Inc. filed a Certificate of Amendment to its Third Amended and Restated Certificate of Incorporation, as described in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on January 26, 2023 and as approved at the Company’s 2023 Annual Meeting of Stockholders, with the Secretary of State of the State of Delaware.”
Kaleyra, Inc.: Approved a 1-for-3.5 reverse stock split requiring an amendment to the Second Amended and Restated Certificate of Incorporation.
“the Company’s Board of Directors has approved a 1-for-3.5 reverse stock split (the “Reverse Stock Split”) of the Company’s issued and outstanding shares of common stock, par value $0.0001 per share (the “Common Stock”), effective upon the related Amendment to the Company’s Second Amended and Restated Certificate of Incorporation becoming effective pursuant to Delaware law.”
Sadot Group Inc.: The Company filed a Certificate of Amendment to increase authorized common stock from 50,000,000 to 150,000,000 shares (effective 2023-03-02).
“On March 2, 2023, Muscle Maker Inc. (the “Company”) filed a Certificate of Amendment to its Articles of Incorporation, as amended, with the Secretary of State of the State of Nevada to increase the number of authorized shares of the Company’s common stock from 50,000,000 to 150,000,000 shares (the “Charter Amendment”).”
Taylor Morrison Home Corp: Amended and restated bylaws to add procedural requirements for shareholders using Universal Proxy Rule, update adjournment procedures and stockholder list provisions per Delaware law, and other administrative changes (effective 2023-03-01).
“On March 1, 2023, the Board of Directors of Taylor Morrison Home Corporation (the “Company”) approved an amendment and restatement of the Company’s by-laws (the “By-laws”) to, among other things, principally 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.”
MACOM Technology Solutions Holdings, Inc.: Amendment to Fifth Amended and Restated Certificate of Incorporation to add a provision exculpating certain officers from liability, as permitted by Delaware law (effective 2023-03-06).
“the stockholders of the Company approved an amendment to the Company’s Fifth Amended and Restated Certificate of Incorporation to add a provision exculpating certain of the Company’s officers from liability in specific circumstances, as permitted by Delaware law”
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.