Governance Changes

Live Current Media Inc.: Amended articles of incorporation to increase authorized common shares from 500,000,000 to 850,000,000 and create a class of preferred stock with 100,000,000 authorized shares (effective 2023-01-18).

“Effective January 18, 2023, Live Current Media Inc. (the " Company ") amended its articles of incorporation (the " Articles ") by: (a) increasing the number of authorized shares of common stock, par value $0.001 (the " Common Stock ") from 500,000,000 shares of Common Stock to 850,000,000 shares of Common Stock; and (b) creating a class of preferred stock, par value $0.001 (the " Preferred Stock ") and authorizing the issuance of up to 100,000,000 shares of Preferred Stock.”

FORWARD AIR CORP: Amended and restated Bylaws to align with Universal Proxy Rule, including clarifications on shareholder nomination and proxy solicitation requirements, effective February 7, 2023 (effective 2023-02-07).

“On February 7, 2023, the Board of Directors (the “Board”) of Forward Air Corporation (the “Company”) approved amended and restated Bylaws of the Company (the “Amended and Restated Bylaws”), effective as of such date.”

Blockchain Coinvestors Acquisition Corp. I: Amendment to memorandum and articles of association to extend business combination deadline from May 15, 2023 to November 15, 2023 (effective 2023-02-03).

“On February 3, 2023, Blockchain Coinvestors Acquisition Corp. I (“ BCSA ”) held an extraordinary general meeting (the “ Shareholder Meeting ”) at which BCSA’s shareholders approved a proposal to amend BCSA’s amended and restated memorandum and articles of association (the “ Memorandum and Articles of Association ”) to extend the date by which BCSA has to consummate a business combination from May 15, 2023 to November 15, 2023 (the “ Extension Amendment Proposal ”).”

LanzaTech Global, Inc.: AMCI ceased to be a shell company as a result of the Business Combination.

“As a result of the Business Combination, AMCI ceased to be a shell company upon the Closing.”

LanzaTech Global, Inc.: Board adopted a new Code of Conduct and Ethics effective February 8, 2023 (effective 2023-02-08).

“On February 8, 2023, the Board adopted a new Code of Conduct and Ethics that applies to all of its employees, officers and directors, including its Chief Executive Officer, Chief Financial Officer and other executive and senior financial officers.”

LanzaTech Global, Inc.: Adoption of Second Amended and Restated Certificate of Incorporation in connection with the Business Combination.

“On the Closing Date, New LanzaTech amended and restated its existing amended and restated certificate of incorporation (the “Charter”).”

Movella Holdings Inc.: Pathfinder ceased being a shell company as a result of the Business Combination.

“As a result of the Business Combination, Pathfinder ceased being a shell company.”

Movella Holdings Inc.: New Movella Board adopted Code of Business Conduct and Ethics and Code of Ethics for Senior Financial Officers, effective as of Closing Date.

“On the Closing Date, the New Movella Board adopted a Code of Business Conduct and Ethics applicable to its employees, executive officers and directors, and a Code of Ethics for Senior Financial Officers applicable to its Chief Executive Officer, Chief Financial Officer and Principal Accounting Officer, each effective as of the Closing Date.”

Movella Holdings Inc.: New Movella Board approved and adopted the Bylaws, effective as of the Closing Date (effective 2023-02-10).

“On February 10, 2023, the New Movella Board approved and adopted the Bylaws, which became effective as of the Closing Date.”

Movella Holdings Inc.: Charter became effective upon filing with Secretary of State of Delaware on February 10, 2023, in connection with Domestication (effective 2023-02-10).

“On February 10, 2023, in connection with the Domestication, the Charter and the Company’s Bylaws became effective.”

Goal Acquisitions Corp.: Amended charter to extend period to consummate initial business combination to New Termination Date and make administrative/technical changes (effective 2023-02-08).

“On February 7, 2023, the Company’s stockholders also approved an amendment (the “Charter Amendment”) to the Amended and Restated Certificate of Incorporation of the Company (the “Charter”) to (i) extend the initial period of time by which the Company has to consummate an initial business combination to the New Termination Date and (ii) make other administrative and technical changes in the Charter in connection with the New Termination Date, in each case, pursuant to an amendment in the form set forth in Annex A of the proxy statement.”

ALLIANCE ENTERTAINMENT HOLDING CORP: Adopted a new Code of Ethics applicable to all employees, officers and directors (effective 2023-02-10).

“on February 10, 2023, the Company’s board of directors approved and adopted a new Code of Ethics applicable to all employees, officers and directors of the Company.”

ALLIANCE ENTERTAINMENT HOLDING CORP: Change in fiscal year end from December 31 to June 30 (effective 2023-02-10).

“On February 10, 2023, the board of directors approved a change in the fiscal year end for the Company from December 31 to June 30.”

ALLIANCE ENTERTAINMENT HOLDING CORP: Amended and Restated Bylaws adopted and effective as of the effective time of the Business Combination (effective 2023-02-10).

“On February 10, 2023, the Company’s board of directors approved and adopted the Amended and Restated Bylaws of the Company (the “A&R Bylaws ”), which became effective as of the effective time of the Business Combination.”

ALLIANCE ENTERTAINMENT HOLDING CORP: Second Amended and Restated Certificate of Incorporation approved and filed (effective 2023-02-10).

“The Second Amended and Restated Certificate of Incorporation of the Company (the “A&R Certificate of Incorporation ”), which became effective upon filing with the Secretary of State of the State of Delaware on February 10, 2023”

Better World Acquisition Corp.: Third amendment to the certificate of incorporation to extend the deadline for an initial business combination from February 17, 2023 to August 17, 2023 (effective 2023-02-08).

“At the Meeting, the Company’s stockholders approved a third amendment to the Company’s amended and restated certificate of incorporation, as amended (the “ Third Charter Amendment ”) to extend the date by which the Company must consummate its initial business combination from February 17, 2023 to August 17, 2023 or such earlier date as determined by the Company’s board of directors (the “ Extension ”).”

QMIS TBS Capital Group Corp.: Company ceased to be a shell company as a result of the Share Exchange transaction.

“as a result of the Share Exchange, management believes that the Company conclusively has ceased to be a shell company.”

Aprea Therapeutics, Inc.: Amended Certificate of Incorporation to effect a one-for-20 reverse stock split (effective 2023-02-10).

“the Company filed an amendment to its Certificate of Incorporation (the ‘Amendment”) with the Secretary of State of the State of Delaware to effect the Reverse Stock Split, with an effective time of 5:00 p.m. on February 10, 2023.”

Fox Corp: Amended and restated bylaws to revise director nomination procedures, special meeting request procedures, and make administrative updates (effective 2023-02-13).

“On February 13, 2023, the Board of Directors (the “Board”) of Fox Corporation (the “Company”) approved an amendment and restatement of the By-laws of the Company (the “Amended By-laws”), effective as of such date.”

Velodyne Lidar, Inc.: Bylaws amended and restated in connection with merger.

“Pursuant to the Merger Agreement, at the Effective Time, the certificate of incorporation and the bylaws of the Company were amended and restated in their entirety to be in the form of the certificate of incorporation and bylaws, respectively, of the Surviving Corporation.”

Velodyne Lidar, Inc.: Certificate of incorporation amended and restated in connection with merger.

“Pursuant to the Merger Agreement, at the Effective Time, the certificate of incorporation and the bylaws of the Company were amended and restated in their entirety to be in the form of the certificate of incorporation and bylaws, respectively, of the Surviving Corporation.”

Cigna Group: Amended and restated bylaws to reflect corporate name change (effective 2023-02-13).

“The Company also amended and restated its by-laws (the “Amended and Restated By-laws”) on February 13, 2023 to reflect the Name Change.”

Cigna Group: Changed corporate name to The Cigna Group via certificate of amendment to restated certificate of incorporation (effective 2023-02-13).

“Effective February 13, 2023, Cigna Corporation (the “Company”) changed its corporate name to The Cigna Group (the “Name Change”) pursuant to a certificate of amendment to the Company’s restated certificate of incorporation (the “Charter Amendment”) previously filed with the Delaware Secretary of State.”

Morphic Holding, Inc.: Approved and adopted amended and restated bylaws to update procedures for stockholder meetings, advance notice provisions, and conform to recent DGCL amendments and universal proxy rules (effective 2023-02-12).

“On February 12, 2023, in connection with the effectiveness of new SEC rules regarding universal proxy cards, certain recent changes to the Delaware General Corporation Law (the “DGCL”), and a periodic review of the bylaws of the Company, the Company’s board of directors (the “Board”) approved and adopted the Company’s amended and restated bylaws (the “Amended and Restated Bylaws”), which became immediately effective.”

Corbus Pharmaceuticals Holdings, Inc.: Amendment to Certificate of Incorporation to effect a 1-for-30 reverse stock split (effective 2023-02-14).

“On February 9, 2023, the Board approved a 1-for-30 Reverse Stock Split (“Reverse Stock Split”) and the Company filed the Amendment for the Reverse Stock Split with the Secretary of State of the State of Delaware. The Reverse Stock Split will become effective in accordance with the terms of the Amendment at 12:01 AM Eastern Time on February 14, 2023 (the “Effective Time”).”

IQVIA HOLDINGS INC.: Amended Bylaws to implement majority voting standard in uncontested elections, update advance notice provisions for universal proxies, and reflect DGCL amendments (effective 2023-02-13).

“On February 13, 2023, the Board of Directors (the “Board”) of IQVIA Holdings Inc. (the “Company”) approved and adopted amendments to the Company’s Amended and Restated Bylaws, effective February 13, 2023 (the “Bylaws”) to (i) implement a majority voting standard in uncontested director elections based on feedback received from our stockholders, and in a form consistent with approximately 99% of S&P 500 companies that have adopted a majority voting standard, (ii) update our advance notice provisions to take into account recent rules adopted by the U.S. Securities and Exchange Commission regarding usage of universal proxies and (iii) reflect recent amendments to the Delaware General Corporation Law (the “DGCL”) regarding information provided at stockholder meetings.”

PROSPECT CAPITAL CORP: Filed Articles Supplementary reclassifying 60,000,000 shares of Common Stock into Preferred Stock (effective 2023-02-10).

“On February 10, 2023, in connection with the Amendment, the Company filed Articles Supplementary (the “Articles Supplementary”) with the State Department of Assessments and Taxation of Maryland (“SDAT”), reclassifying and designating 60,000,000 shares of the Company’s authorized and unissued shares of Common Stock into shares of Preferred Stock”

HOST HOTELS & RESORTS, INC.: Amended Bylaws to adopt universal proxy rules and update proxy, advance notice, and virtual meeting provisions (effective 2023-02-08).

“On February 8, 2023, the Board of Directors of Host Hotels & Resorts, Inc., a Maryland corporation (the “Company”), approved and adopted certain amendments (the “Amendments”) to the Company’s Bylaws, effective immediately, at the recommendation of the Nominating, Governance and Corporate Responsibility Committee.”

PIONEER NATURAL RESOURCES CO: Amendment and restatement of the bylaws to update procedures for stockholder meetings, director nominations, notice, and other clarifying changes, effective February 9, 2023 (effective 2023-02-09).

“On February 9, 2023, the Board approved the amendment and restatement of the bylaws of the Company (the “Bylaws”), effective as of such date.”

DIAMOND OFFSHORE DRILLING, INC.: Amended Bylaws to address universal proxy rules, update DGCL provisions, and make technical changes (effective 2023-02-09).

“On February 9, 2023, the Board of Directors (the “ Board ”) of Diamond Offshore Drilling, Inc. (the “ Company ”) approved amendments (the “ Amendments ”) to the Second Amended and Restated Bylaws of the Company as set forth in the Third Amended and Restated Bylaws of the Company (the “ Amended Bylaws ”) that the Board adopted effective as of February 9, 2023.”

SMITH MIDLAND CORP: Amended Section 3.11 of the By-Laws to remove cause requirement for director removal and reduce removal vote threshold from 80% to majority of voting power (effective 2023-02-08).

“On February 8, 2023, the Board of Directors of the Company adopted an amendment to the By-Laws of the Company (the “Amendment”), effective as of such date. The Amendment amends Section 3.11 of Article III of the By-Laws such that (a) cause is no longer required to remove any director, or the entire Board of Directors, and (b) the vote required in order to remove any director, or the entire Board of Directors, has been changed from the affirmative vote of the holders of at least 80 percent of the voting power of all of the then-outstanding shares of Voting Stock, voting together as a single class, to the affirmative vote of the holders of a majority of the voting power of all of the then-outstanding shares of Voting Stock, voting together as a single class.”

IMAX CORP: Updated procedural and disclosure requirements for director nominations to comply with Universal Proxy Rules (effective 2023-02-07).

“On February 7, 2023, the Board of Directors of IMAX Corporation (the “Company”) adopted and approved the Company’s Second Amended and Restated By-Law No. 1 (the “Amendment”), which amends and restates the Company’s Amended and Restated By-Law No. 1 (the “Previous By-Law”), effective as of such date.”

NEUROCRINE BIOSCIENCES INC: Amended and restated Bylaws to implement a proxy access provision and update procedural requirements for stockholder nominations and proposals (effective 2023-02-09).

“On February 9, 2023, the board of directors (the “Board”) of Neurocrine Biosciences, Inc. (the “Company”) amended and restated the Company’s Bylaws (the “Restated Bylaws”) which became effective immediately upon adoption by the Board.”

20230930-DK-Butterfly-1, Inc.: Filing of Certificate of Amendment to establish Series A Convertible Preferred Stock with voting powers, designations, preferences, and restrictions (effective 2023-02-06).

“On February 6, 2023, the Company submitted the Certificate of Amendment (the “Certificate of Amendment”) establishing the Series A Convertible Preferred Stock with the New York Department of State to establish the voting powers, designations, preferences and relative, participating, optional or other special rights and the qualifications, limitations and restrictions of the Series A Convertible Preferred Stock.”

HEALTHPEAK PROPERTIES, INC. reported a fiscal year change.

“Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. The information set forth under and/or incorporated by reference into Items 3.01 and 8.01 is incorporated hereunder by reference.”

Acri Capital Acquisition Corp: Amended the charter to increase the monthly extension payment from $0.0333 per public share to $0.0625 per public share for up to nine months if the business combination is not consummated by March 14, 2023 (effective 2023-02-09).

“On February 8, Acri Capital Acquisition Corporation (the “Company”) held a special meeting of stockholders (the “Special Meeting”). At the Special Meeting, the stockholders of the Company approved the proposal to amend Company’s amended and restated certificate of incorporation (“Charter”) to amend the amount of monthly deposit (each, a “Monthly Extension Payment”) required to be deposited in the trust account (the “Trust Account”) from $0.0333 for each public share to $0.0625 for each public share for up to nine (9) times if the Company has not consummated its initial business combination by March 14, 2023 (the nine (9) month anniversary of the closing of its initial public offering) (the “Extension Amendment Proposal”). Upon the stockholders’ approval, on February 9, 2023, the Company filed a certificate of amendment to the Charter which became effective upon filing.”

INTEGRATED RAIL & RESOURCES ACQUISITION CORP: Filed an amendment to the Amended and Restated Certificate of Incorporation extending the deadline to complete an initial business combination from February 15, 2023 to March 15, 2023, with subsequent monthly extensions available up to August 15, 2023 (effective 2023-02-09).

“As approved by its stockholders at the Special Meeting of Stockholders of the Company held on February 8, 2023 at 10:00 a.m. Eastern Time (the “Special Meeting”), the Company filed an amendment to its Amended and Restated Certificate of Incorporation with the Delaware Secretary of State on February 9, 2023 (the “Extension Amendment”), to extend the date (the “Extension”) by which the Company must (1) effectuate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (an “initial business combination”), (2) cease its operations except for the purpose of winding up if it fails to complete such initial business combination, and (3) redeem 100% of the Company’s Class A common stock (“Class A common stock”) included as part of the units sold in the Company’s initial public offering that was consummated on November 16, 2021 (the “IPO”), from February 15, 2023 to March 15, 2023, and to allow the Comp”

AEON Biopharma, Inc.: Amended the contractual expiration date for completing a business combination from February 11, 2023 to August 11, 2023 (effective 2023-02-10).

“the certificate of amendment to the second amended and restated certificate of incorporation (the “Charter Amendment”) to amend the Company’s contractual expiration date of February 11, 2023 by changing the date by which the Company must cease all operations except for the purpose of winding up if it fails to complete a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination (a “Business Combination”) from February 11, 2023 to August 11, 2023”

WRAP TECHNOLOGIES, INC.: Amended and Restated Bylaws lowering special meeting threshold from supermajority to majority, changing Bylaws amendment vote to majority, and updating advance notice provisions for director nominations to align with Rule 14a-19 (effective 2023-02-07).

“The Board of Directors of Wrap Technologies, Inc. (the “ Company ”) has approved and adopted Amended and Restated Bylaws of the Company (the “ Bylaws ”). The Bylaws became effective on February 7, 2023 and include the following changes: ● lowering the threshold for shareholders to call a special meeting from a supermajority (66.67%) to a majority of the outstanding shares entitled to vote at the meeting; ● changing the required vote for shareholders to amend the Bylaws from a supermajority vote (66.67%) to a majority vote; and ● updating the advance notice provisions relating to shareholder nominations of directors to align with Rule 14a-19 under the Securities Exchange Act of 1934.”

AVENUE THERAPEUTICS, INC.: Removed special rights provisions for InvaGen Pharmaceuticals and changed stockholder meeting quorum requirement to majority of outstanding voting power (effective 2023-02-09).

“On February 9, 2023, the Board of Directors (the “Board”) of Avenue Therapeutics, Inc. (the “Company”) adopted the Second Amended and Restated Bylaws of the Company (the “Amended Bylaws”), effective immediately.”

VYNE Therapeutics Inc.: Effected a one-for-eighteen reverse stock split of common stock via Certificate of Amendment to Amended and Restated Certificate of Incorporation (effective 2023-02-10).

“On February 10, 2023, VYNE Therapeutics Inc. (the “Company”) filed with the Secretary of State of the State of Delaware a Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Amendment”) to effect a one-for-eighteen (1:18) reverse stock split of its outstanding common stock, effective as of February 10, 2023 (the “Reverse Stock Split”).”

Walker & Dunlop, Inc.: Amended advance notice disclosure requirements for stockholder proposals and director nominations, added universal proxy rules, permitted remote meetings, and added exclusive forum provisions (effective 2023-02-08).

“On February 8, 2023, the Board of Directors (the “Board”) of Walker & Dunlop, Inc. (the “Company”) approved and adopted amendments to the Amended and Restated Bylaws of the Company (as so amended, the “Bylaws”).”

HEALTHEQUITY, INC.: Amended bylaws to implement universal proxy card rules, require proxy card color other than white, update stockholder list and meeting adjournment requirements, and make technical revisions (effective 2023-02-10).

“On February 10, 2023, the Board of Directors of HealthEquity, Inc. (the “Company”) approved and adopted amendments to the Company’s Amended and Restated By-laws (the “Bylaws”) to: 1. implement certain additional procedural and disclosure requirements for director nominees and stockholders proposing director nominees and other business for consideration at the Company’s annual or special meetings of stockholders, including regarding the Securities and Exchange Commission’s recently adopted “universal proxy card” rules; 2. require a stockholder directly or indirectly soliciting proxies from other stockholders to use a proxy card color other than white; 3. reflect updates to requirements about stockholder lists at stockholder meetings and meeting adjournment notices, consistent with recent amendments to the Delaware General Corporation Law; and 4. make certain technical and conforming revisions and clarifications.”

VERACYTE, INC.: Amended and restated bylaws to conform to Delaware law changes and universal proxy rules, updating advance notice, proxy, and emergency provisions (effective 2023-02-09).

“On February 9, 2023, in connection with the effectiveness of new Securities and Exchange Commission rules regarding universal proxy cards, certain recent changes to the Delaware General Corporation Law (the “DGCL”) and a periodic review of the bylaws of Veracyte, Inc. (“Veracyte”), Veracyte’s Board of Directors (the “Board”) approved and adopted Veracyte’s amended and restated bylaws (the “Amended and Restated Bylaws”), which became immediately effective.”

ANAPTYSBIO, INC: Adoption of second amended and restated bylaws with changes related to universal proxy rules, DGCL amendments, advance notice provisions, emergency bylaws, and exclusive forum for Securities Act claims (effective 2023-02-07).

“approved and adopted the Company’s second amended and restated bylaws”

Kartoon Studios, Inc.: Reverse stock split at a 1-for-10 ratio, effective February 10, 2023, via filing of Certificate of Change with Nevada Secretary of State (effective 2023-02-10).

“The Company effected the Reverse Stock Split pursuant to the Company’s filing of a Certificate of Change to the Articles of Incorporation (the “Certificate”) with the Nevada Secretary of State on February 9, 2023, in accordance with Nevada Revised Statutes (“NRS”) 78.209.”

Sunstone Hotel Investors, Inc.: Board amended and restated the bylaws to update proxy rules, stockholder nominations, emergency procedures, and virtual meetings, effective February 9, 2023 (effective 2023-02-09).

“On February 9, 2023, the Board amended and restated the Company’s bylaws, effective as of February 9, 2023 (as so amended and restated, the “Third Amended and Restated Bylaws”), to, among other things: • address the universal proxy rules adopted by the U.S. Securities and Exchange Commission, by clarifying that no person may solicit proxies in support of a director nominee other than the Board’s nominees unless such person has complied with Rule 14a-19 under the Securities Exchange Act of 1934, as amended, including applicable notice and solicitation requirements; • enhance procedural mechanics and disclosure requirements in connection with stockholder nominations of directors and submissions of proposals regarding other business at stockholder meetings, including requiring additional background information and disclosures regarding proposing stockholders, proposed nominees and business, and other persons related to a stockholder’s solicitation of proxies; • permit the Board and stockh”

PIPER SANDLER COMPANIES: Amended and restated bylaws to update advance notice provisions, address universal proxy rules, update conduct of stockholder meetings, require proxy card color, and make conforming changes (effective 2023-02-09).

“On February 9, 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 Piper Sandler Companies (“PSC”), the Board of Directors of PSC (the “Board”) approved and adopted PSC’s amended and restated bylaws (the “Amended and Restated Bylaws”), effective as of the Effective Date, to, among other things: • update and revise the advance notice provisions for the nomination of directors or the proposal of other business at meetings of stockholders, including requiring additional disclosures regarding proposing stockholders and proposed nominees and business, and other persons related to a stockholder’s solicitation of proxies; • address the universal proxy rules adopted by the SEC by clarifying that no person may solicit proxies in support of a director nominee other than the Board’s nominees unless such person has complied with Rule 14a-19 under the Secu”

SOLIGENIX, INC.: Filed Certificate of Amendment to Second Amended and Restated Certificate of Incorporation to effect a 1-for-15 reverse stock split, effective 4:00 p.m. EST on February 9, 2023 (effective 2023-02-09).

“On February 8, 2023, Soligenix, Inc. (the “Company”) filed a Certificate of Amendment to Second Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of Delaware to effect a 1-for-15 reverse stock split of the shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), issued and outstanding, effective as of 4:00 p.m. EST on February 9, 2023 (the “Reverse Stock Split”).”

Federal Realty OP LP: Amended Bylaws to require that a Trustee who does not receive a majority vote in an uncontested election ceases to be a Trustee within 90 days, rather than submitting a resignation that the Board could reject (effective 2023-02-07).

“On February 7, 2023, the Board approved an amendment to the Company’s Amended and Restated Bylaws to provide that any Trustee who does not receive a majority of votes cast in an uncontested election will cease being a Trustee no later than ninety (90) days after such election.”