Governance Changes

ETSY INC: Amended and restated bylaws to enhance and clarify procedural and disclosure requirements related to shareholder nominations of directors, update to reflect Rule 14a‑19, and make other technical changes (effective 2025-12-16).

“On and effective as of December 16, 2025, the Board of Directors (the “Board”) of Etsy, Inc. (“Etsy”) amended and restated Etsy’s Bylaws (as amended, the “Bylaws”) to, among other things, enhance and clarify certain procedural and disclosure requirements related to shareholder nominations of directors, including updates to reflect Rule 14a-19 of the Securities Exchange Act of 1934, as amended.”

Syndax Pharmaceuticals Inc: Amended bylaws to provide that shares of capital stock shall be issued solely in uncertificated form starting December 18, 2025, with existing certificated shares remaining in certificated form until surrendered (effective 2025-12-18).

“On December 18, 2025, the Board of Directors of Syndax Pharmaceuticals Inc. (the “ Company ”) approved amendments to the Amended and Restated Bylaws (the “ Bylaws ”) of the Company, effective on such date. The amendments to the Bylaws provide that, beginning on December 18, 2025, shares of the Company’s capital stock shall be issued solely in uncertificated form; however, shares represented by a certificate issued prior to December 18, 2025 shall remain in certificated form until such certificate is surrendered to the Company.”

Transglobal Management Group, Inc.: Amended and restated Bylaws to change company name from The Marquie Group, Inc. to Transglobal Management Group, Inc (effective 2025-12-16).

“Also on December 16, 2025, the Company amended and restated its Bylaws, providing for a change in the Company’s name from “The Marquie Group, Inc.” to “Transglobal Management Group, Inc.””

Transglobal Management Group, Inc.: Amended and restated Articles of Incorporation to change company name from The Marquie Group, Inc. to Transglobal Management Group, Inc (effective 2025-12-16).

“On December 16, 2025, The Marquie Group, Inc. (the “Company”) amended and restated its Articles of Incorporation providing for a change in the Company’s name from “The Marquie Group, Inc.” to “Transglobal Management Group, Inc.””

Paramount Group, Inc.: At the Company Merger Effective Time, the articles of organization of REIT Merger Sub that were in effect immediately prior continued as the articles of organization of the Surviving Entity.

“At the Company Merger Effective Time, the articles of organization of REIT Merger Sub that were in effect immediately prior to the Company Merger Effective Time and that are attached hereto as Exhibit 3.1 continued as the articles of organization of the Surviving Entity.”

Paramount Group, Inc.: After the Company Merger Effective Time, the operating agreement of REIT Merger Sub in effect immediately prior was amended and restated in the form attached as Exhibit 3.2 and became the operating agreement of the Surviving Entity.

“In addition, at the Company Merger Effective Time, the operating agreement of REIT Merger Sub that was in effect immediately prior to the Company Merger Effective Time was amended and restated in its entirety in the form attached hereto as Exhibit 3.2 and became the operating agreement of the Surviving Entity.”

Boxlight Corp: Filing of Certificate of Change to effect a 1-for-6 reverse stock split, amending the articles of incorporation (effective 2025-12-22).

“On December 16, 2025, the Company filed a Certificate of Change with the Nevada Secretary of State (the “Certificate of Change”) to effectuate the Reverse Stock Split.”

vTv Therapeutics Inc.: Reduced quorum requirement for stockholder meetings to 33.4% (effective 2025-12-19).

“On December 19, 2025, the Board of Directors of vTv Therapeutics Inc. (the Company) amended Section 2.8 of Article II of the Company’s Second Amended and Restated By-Laws to reduce the quorum requirement for any meeting of stockholders to 33.4%.”

FOXO TECHNOLOGIES INC.: Filed Amended Designations for Series B and Series C Preferred Stock, revising conversion price and removing mandatory conversion provision, and exempting dividends on Series E Preferred Stock from certain restrictions (effective 2025-12-16).

“On December 16, 2025, FOXO Technologies Inc., a Delaware corporation (the “ Company ”), filed amendments to the Company’s Certificate of Incorporation (the “ Certificate of Incorporation ”), in the form of Amended and Restated Certificates of Designation (the “ Amended Designations ”) of the Company’s previously designated “Series B Cumulative Convertible Redeemable Preferred Stock” (the “ Series B Preferred Stock ”) and the Company’s previously designated “Series C Cumulative Convertible Redeemable Preferred Stock” (the “ Series C Preferred Stock ”).”

Chicago Atlantic BDC, Inc.: Amended and restated bylaws to reflect name change from Silver Spike Investment Corp. to Chicago Atlantic BDC, Inc (effective 2025-12-17).

“The Second A&R Bylaws reflect the change of the Company’s name from Silver Spike Investment Corp. to Chicago Atlantic BDC, Inc.”

Bunge Global SA: Amended Articles 4 and 4a of Articles of Association to reflect reduction in share capital and update capital band following cancellation of repurchased shares (effective 2025-12-16).

“Effective December 16, 2025, Bunge Global SA (the “Company”) amended Article 4 of the Company’s Articles of Association to reflect a USD 123,826.10 reduction in the share capital of the Company from USD 2,208,943.73 to USD 2,085,117.63 following the cancellation of 12,382,610 of the Company’s registered shares, nominal value of $0.01 per share, that were repurchased under the Company’s share repurchase program. As a result of this amendment to Article 4, the Company also amended Article 4a of its Articles of Association to update the Swiss “capital band” provision. A copy of the Company’s amended Articles of Association is attached hereto as Exhibit 3.1 and is incorporated herein by reference.”

INTEGRATED RAIL & RESOURCES INC.: Amended and Restated Bylaws became effective concurrently with the A&R Certificate, containing provisions relating to single-class common stock, director terms, and advance notice requirements (effective 2025-12-12).

“and the Company’s Amended and Restated Bylaws (the “A&R Bylaws”) became effective concurrently therewith.”

INTEGRATED RAIL & RESOURCES INC.: Amended and Restated Certificate of Incorporation became effective upon closing, authorizing 200M common shares and 10M preferred shares, eliminating dual-class structure, establishing one-year director terms and advance notice provisions (effective 2025-12-12).

“On December 12, 2025, in connection with the Closing, the Company’s Amended and Restated Certificate of Incorporation (the “A&R Certificate”) became effective upon filing with the Secretary of State of the State of Delaware”

Churchill Capital Corp XI: Amended and restated memorandum and articles of association filed and effective (effective 2025-12-16).

“On December 16, 2025, in connection with the IPO, the Company filed its amended and restated memorandum and articles of association (the “ Amended and Restated Memorandum and Articles of Association ”) with the Cayman Islands Registrar of Companies, which was effective on December 16, 2025.”

eHealth, Inc.: Adopted amended and restated bylaws changing meeting notice time zone from Pacific to Eastern, adding director nominee questionnaire process, defining 'principal competitor', clarifying insurance authorization, and other ministerial changes (effective 2025-12-16).

“On December 16, 2025, in connection with a periodic review of the bylaws of eHealth, Inc. (the “Company”), the Company’s board of directors (the “Board”) adopted amended and restated bylaws (the “Amended and Restated Bylaws”), effective immediately.”

Cartesian Therapeutics, Inc.: Adopted an updated version of the Code of Business Conduct and Ethics, effective December 16, 2025, superseding prior code (effective 2025-12-16).

“On December 16, 2025, the Board adopted an updated version of the Cartesian Therapeutics, Inc. Code of Business Conduct and Ethics (the “Code”), effective as of such date.”

Teucrium Commodity Trust: Sixth Amended and Restated Declaration of Trust and Trust Agreement with changes relating to tax treatment of each series, including sponsor authority to make tax elections and change federal income tax classification (effective 2025-12-18).

“On December 18, 2025, the sponsor of Teucrium Commodity Trust (the “Trust”), Teucrium Trading, LLC (the “Sponsor”), and Wilmington Trust Company, the trustee of the Trust (the “Trustee”), entered into a Sixth Amended and Restated Declaration of Trust and Trust Agreement (the “Declaration of Trust”).”

Berry Corp (bry): Bylaws amended and restated as the surviving corporation upon merger.

“Additionally, the bylaws of the Company, as the Surviving Corporation, were amended and restated as set forth in Exhibit 3.2 to this Current Report on Form 8-K.”

Berry Corp (bry): Certificate of incorporation amended and restated as the surviving corporation upon merger.

“at the Effective Time, the certificate of incorporation of the Company, as the Surviving Corporation, was amended and restated as set forth in Exhibit 3.1 to this Current Report on Form 8-K.”

Dragonfly Energy Holdings Corp.: Certificate of Amendment effecting a one-for-ten reverse stock split of common stock (effective 2025-12-18).

“On December 15, 2025, Dragonfly Energy Holdings Corp. (the “Company”) filed a Certificate of Amendment to the Company’s Articles of Incorporation with the Secretary of State of the State of Nevada (the “Certificate of Amendment”) to be effected at 6:00 a.m. Eastern Time on December 18, 2025, a one-for-ten 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”).”

VSEE HEALTH, INC.: Reduced quorum for stockholder meetings to one-third of voting power (effective 2025-12-17).

“On December 17, 2025, the Board of Directors of VSee Health, Inc. (the “Company”) approved an amendment of the Company’s Bylaws to reduce the quorum needed for stockholder meetings to one-third (33.33%) of the voting power of the shares of capital stock of the Company issued and outstanding and entitled to vote at a meeting of stockholders, present in person or represented by proxy.”

Burke & Herbert Financial Services Corp.: Amended and restated Bylaws to fix director range and remove prior merger arrangements (effective 2025-12-18).

“On December 18, 2025, BHRB amended and restated its Bylaws (as so amended and restated, the “Bylaws”), effective immediately. The amendments fix the number of directors on the board of directors of BHRB at no more than fifteen and no fewer than five directors, the exact number of which are to be fixed by the board of directors of BHRB from time to time, and remove certain arrangements related to BHRB’s prior merger with Summit Financial Group, Inc.”

Iron Horse Acquisition II Corp.: Filed Amended and Restated Memorandum and Articles of Association in connection with IPO (effective 2025-12-16).

“On December 16, 2025, in connection with the IPO, the Company filed its Amended and Restated Memorandum and Articles of Association.”

Crane Harbor Acquisition Corp. II: Company filed amended and restated memorandum and articles of association in connection with IPO (effective 2025-12-15).

“On December 15, 2025, in connection with the IPO, the Company filed its amended and restated memorandum and articles of association (the “ Amended and Restated Memorandum ”) with the Cayman Islands General Registry.”

ProPhase Labs, Inc.: Amended Certificate of Incorporation to effect a 1-for-10 reverse stock split (effective 2025-12-02).

“On December 2, 2025, ProPhase Labs, Inc., a Delaware corporation (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-10 reverse stock split of the Company’s issued and outstanding shares of common stock, par value $0.0005 per share (the “Common Stock”) (the “Reverse Stock Split”).”

PG&E Corp: Utility adopted amended and restated bylaws to clarify president/CEO roles and remove allocation of CEO authority among EVPs, plus non-substantive changes (effective 2025-12-11).

“On December 11, 2025, the Board of Directors of the Utility adopted amended and restated bylaws (the “Amended and Restated Bylaws”), which became effective the same day. The amendments effected by the Amended and Restated Bylaws clarify that the Utility may have a President or Chief Executive Officer and remove reference to how the chief executive officer authority may be allocated among certain Executive Vice Presidents of the Utility.”

USBC, Inc.: Certificates of withdrawal filed to terminate the designations for Series C, Series D, and Series H Convertible Preferred Stock, deleting related provisions from the Restated Articles of Incorporation (effective 2025-12-11).

“On December 11, 2025, the Company filed with the Secretary of State of the State of Nevada certificates of withdrawal to terminate the designations for the Company’s Series C Convertible Preferred Stock, Series D Convertible Preferred Stock, and Series H Convertible Preferred Stock.”

GABELLI DIVIDEND & INCOME TRUST: Adopted Amendment No. 2 to the Statement of Preferences of Series M Cumulative Term Preferred Shares designating an additional 10 million common shares as Series M Preferred Shares, increasing total authorized to 30 million shares (effective 2025-12-11).

“On December 11, 2025, the Gabelli Dividend & Income Trust (the “Fund”) adopted Amendment No. 2 to the Statement of Preferences of Series M Cumulative Term Preferred Shares (the “Series M Statement of Preferences Amendment”) establishing and fixing the rights and preferences of the Fund’s Series M Cumulative Term Preferred Shares (the “Series M Preferred Shares”).”

22nd Century Group, Inc.: Certificate of Amendment of Certificate of Designations of Series A Convertible Preferred Stock filed.

“The Company will file a Certificate of Amendment of Certificate of Designations of Series A Convertible Preferred Stock ("Certificate of Amendment").”

Evoke Pharma Inc: Bylaws amended and restated in connection with merger (effective 2025-12-17).

“Pursuant to the terms of the Merger Agreement, on December 17, 2025, the Company’s certificate of incorporation and bylaws were each amended and restated in their entirety”

Evoke Pharma Inc: Certificate of incorporation amended and restated in connection with merger (effective 2025-12-17).

“Pursuant to the terms of the Merger Agreement, on December 17, 2025, the Company’s certificate of incorporation and bylaws were each amended and restated in their entirety”

FS Credit Income Fund: Fiscal year end changed from October 31 to December 31, effective with the current fiscal year ending December 31, 2025 (effective 2025-12-10).

“On December 10, 2025, the board of trustees (the “Board”) of FS Credit Income Fund (the “Fund”) approved a change to the Fund’s fiscal year end from October 31 to December 31, beginning with the current fiscal year, which will now end on December 31, 2025.”

WRAP TECHNOLOGIES, INC.: Increased authorized shares of common stock from 150,000,000 to 200,000,000 (effective 2025-12-17).

“At the Company’s Annual Meeting, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation (as amended, the “Charter”) to increase the number of authorized shares of Common Stock, from 150,000,000 shares to 200,000,000 and to make a corresponding change to the number of authorized shares of the Company’s capital stock (the “Share Increase Amendment”). Following the Annual Meeting, on December 17, 2025, the Company filed the Share Increase Amendment with the Secretary of State of the State of Delaware.”

NUSCALE POWER Corp: Increased authorized shares of Class A common stock from 332,000,000 to 662,000,000 (effective 2025-12-17).

“the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment to the Company’s Certificate of Incorporation (as amended, the “Certificate of Incorporation”) to amend the Certificate of Incorporation to increase the number of authorized shares of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”) from 332,000,000 to 662,000,000 shares”

Banzai International, Inc.: Amendment to Bylaws reducing quorum requirement for shareholder meetings to 33.3% of voting power, effective after the 2025 Annual Shareholder Meeting on January 15, 2026 (effective 2026-01-15).

“As per the approval, following the 2025 Annual Shareholder Meeting to be held on January 15, 2026, Section 3.5 of the Company’s Bylaws shall be amended such that the presence, in person, by remote communication, if applicable, or by proxy duly authorized, of the holders of 33.3% of the voting power of the then-outstanding shares of capital stock entitled to vote shall constitute a quorum for the transaction of business.”

Finance of America Companies Inc.: Amended certificate of designations to create Series A Convertible Perpetual Preferred Stock (effective 2025-12-15).

“Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. The information set forth under Item 1.01 with respect to the Series A Preferred Stock and the Certificate of Designations, which the Company filed with the Secretary of State of the State of Delaware on December 12, 2025, with an effective time of 8:00 a.m. ET on December 15, 2025, is incorporated by reference into this Item 5.03.”

Concord Acquisition Corp II: Stockholders approved an amendment to extend the deadline for consummating a business combination from December 31, 2025 to December 31, 2026 (effective 2025-12-16).

“As approved by its stockholders at the Special Meeting, the Company filed an amendment to its amended and restated certificate of incorporation with the Delaware Secretary of State on December 16, 2025 (the “ Charter Amendment ”), to extend the date by which the Company has to consummate a business combination from December 31, 2025 (the “ Termination Date ”) to December 31, 2026 (the “ Extended Date ”).”

Invest Acquisition Corp: Extended business combination deadline from December 17, 2025 to December 17, 2027 (effective 2025-12-12).

“the shareholders approved an extension of the date by which the Company must consummate a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities from December 17, 2025 to December 17, 2027”

Invest Acquisition Corp: Approved name change from Investcorp Europe Acquisition Corp I to Invest Acquisition Corporation (effective 2025-12-12).

“the shareholders approved the change of the Company’s name from “Investcorp Europe Acquisition Corp I” to “Invest Acquisition Corporation””

Sharplink, Inc.: Board approved and adopted Amended and Restated Bylaws to conform to recent DGCL amendments, make clarifying changes, and update internal procedural matters (effective 2025-12-15).

“On December 15, 2025, the Board approved and adopted the Amended and Restated Bylaws of the Company (the "Bylaws"), effective immediately, to update the bylaws to conform certain provisions to the Delaware General Corporation Law (the "DGCL") in light of, among other things, recent amendments to the DGCL, to make clarifying changes, and to effect certain other changes regarding internal procedural matters, including the following changes:”

Rain Enhancement Technologies Holdco, Inc.: Corrected a clerical error in the definition of Voting Threshold Date in the Amended and Restated Articles of Organization (effective 2024-12-19).

“On December 15, 2025, Rain Enhancement Technologies Holdco, Inc. (the “Company”), filed Articles of Correction (the “Articles of Correction”) with the Secretary of the Commonwealth of Massachusetts to correct a clerical error in the definition of Voting Threshold Date in the Company’s Amended and Restated Articles of Organization dated December 19, 2024 (the “Articles”). The Articles of Correction is effective as of December 19, 2024, the original effective date of the Articles.”

SONIDA SENIOR LIVING, INC.: The Third Amendment to the Second Amended and Restated Bylaws added procedures regarding advance notice of stockholder nominations and other business, effective immediately (effective 2025-12-10).

“On December 10, 2025, the board of directors of Sonida Senior Living, Inc. (the “Company”) approved and adopted the Third Amendment to the Second Amended and Restated Bylaws of the Company (the “Third Amendment” and the Second Amended and Restated Bylaws of the Company, as amended prior to the Third Amendment, the “Bylaws”), which became effective immediately.”

CYPHERPUNK TECHNOLOGIES INC.: Stockholders approved and the Company filed a Certificate of Amendment to increase authorized shares from 250,000,000 to 500,000,000 and add clarifying language regarding DGCL Section 242 (effective 2025-12-15).

“At the Special Meeting, the Company’s stockholders approved an amendment to the Company’s Fourth Amended and Restated Certificate of Incorporation (the “Charter”) to (i) increase the total number of shares that the Company is authorized to issue from 250,000,000 shares to 500,000,000 shares, of which 490,000,000 shares are designated as Common Stock, and 10,000,000 shares are designated as preferred stock, par value $0.001 per share, and (ii) include clarifying language regarding the applicability of recently amended provisions of Section 242 of the General Corporation Law of the State of Delaware ((i) and (ii) collectively, the “Charter Amendment”).”

TPG Mortgage Investment Trust, Inc.: Board adopted an amendment and restatement of the bylaws to reflect the company name change, effective concurrently with the charter amendment (effective 2025-12-16).

“on December 15, 2025, solely to reflect the change to the Company’s name, the Company’s board of directors approved and adopted an amendment and restatement of the Company’s bylaws (the "Amended and Restated Bylaws"), to be effective concurrently with the effectiveness of the Amendment.”

TPG Mortgage Investment Trust, Inc.: Company changed its name from 'AG Mortgage Investment Trust, Inc.' to 'TPG Mortgage Investment Trust, Inc.' via Articles of Amendment to the charter (effective 2025-12-16).

“On December 15, 2025, AG Mortgage Investment Trust, Inc. (the "Company") filed Articles of Amendment to the Company’s charter (the "Amendment") with the Maryland State Department of Assessments and Taxation to change the Company’s name from "AG Mortgage Investment Trust, Inc." to "TPG Mortgage Investment Trust, Inc.", effective as of 12:01 a.m., Eastern Time, on December 16, 2025.”

Cannae Holdings, Inc.: Adopted Amended and Restated Bylaws to reflect declassification of the Board of Directors (effective 2025-12-12).

“The Board of Directors previously approved the adoption of Amended and Restated Bylaws (the "Amended Bylaws") to reflect the Declassification, subject to shareholder approval of the Declassification.”

Cannae Holdings, Inc.: Amended Articles of Incorporation to declassify the Board of Directors, transitioning to annual election of all directors by 2028 (effective 2025-12-15).

“On December 15, 2025, the Company filed Amended and Restated Articles of Incorporation (the "Amended Charter") with the Nevada Secretary of State to effect the Declassification.”

NU RIDE INC.: Stockholders approved an amendment to the Third Amended and Restated Certificate of Incorporation (NOL Protective Amendment) effective December 15, 2025, to lower the ownership threshold to 4.75%, extend the protective provisions for ten years, restrict stockholder sales, and clarify treatment of pr (effective 2025-12-15).

“At the 2025 Annual Meeting, the stockholders approved an amendment to the Company’s Third amended and Restated Certificate of Incorporation (the “NOL Protective Amendment”), effective December 15, 2025, to (i) provide that the restrictions included in the NOL Protective Provisions apply to transactions involving any person or group of persons that is or as a result of such a transaction would become a 4.75% stockholder (i.e., would beneficially own, directly or indirectly, 4.75% or more of all issued and outstanding (x) capital stock of the Company, (y) common stock of the Company or (z) preferred stock of the Company), (ii) extend the expiration of the NOL Protective Provisions for a ten-year period after the 2025 Annual Meeting, (iii) extend the period of time in which existing 4.75% stockholders are restricted from selling Company securities for a ten-year period and (iv) clarify that the purported transferee in any prohibited transfer shall be deemed to hold the shares involved in”

MediaAlpha, Inc.: Amended and restated the bylaws to update stockholder meeting procedures, director election provisions, nomination requirements, indemnification, and other governance matters (effective 2025-12-10).

“On December 10, 2025, the Board of Directors of MediaAlpha, Inc. (the “Company”) approved an amendment and restatement of the Company’s by-laws (as so amended and restated, the “Amended and Restated By-Laws”), which became effective the same day.”

AMC Robotics Corp: SPAC ceased to be a shell company as a result of the business combination.

“As a result of the Business Combination, which fulfilled the definition of a business combination as required by SPAC’s organizational documents, the SPAC ceased to be a shell company (as defined in Rule 12b-2 of the Exchange Act) as of the Closing Date.”