Governance Changes

BlackRock Monticello Debt Real Estate Investment Trust: Executed Third Amended and Restated Declaration of Trust in connection with initial retail closing (effective 2025-06-30).

“Effective on June 30, 2025, the Company executed its Third Amended and Restated Declaration of Trust (the “Declaration of Trust”) in connection with the initial retail closing of the offering of the Company’s common shares to persons other than the Company’s investment advisors and their affiliates, which amended and restated the Company’s Second Amended and Restated Declaration of Trust, dated May 6, 2025.”

NMP Acquisition Corp.: Adopted the Amended Charter in connection with the IPO (effective 2025-06-30).

“In connection with the IPO, the Company adopted its Amended Charter on June 30, 2025.”

AUBURN NATIONAL BANCORPORATION, INC: Proposed amendment to Certificate of Incorporation was ineffective; filed Certificate of Correction withdrawing the Certificate of Amendment, leaving Section 7.04 unmodified (effective 2025-07-07).

“Upon determining that the Amendment was ineffective, the Company filed the Certificate of Correction on July 7, 2025 with the Delaware Secretary of State, a copy of which is attached as Exhibit 3.1 hereto and incorporated herein.”

DARLING INGREDIENTS INC.: Updated procedural requirements for stockholders to take action without a stockholder meeting (effective 2025-07-07).

“On July 7, 2025, the Board of Directors (the “Board”) of Darling Ingredients Inc. (the “Company”) approved the amendment and restatement of the Bylaws of the Company (as so amended and restated, the “Amended and Restated Bylaws”).”

BOX INC: Amended the certificate of incorporation to limit officer liability to the fullest extent permitted under Delaware law, reflecting updated Delaware officer exculpation provisions (effective 2025-06-27).

“the Company filed the Charter Amendment with the Delaware Secretary of State on June 27, 2025, which became effective upon filing. The material terms of the Charter Amendment are described in the Company's Proxy Statement”

CapsoVision, Inc: Amended and restated bylaws became effective July 3, 2025 in connection with IPO closing (effective 2025-07-03).

“On July 3, 2025, the Company filed its amended and restated certificate of incorporation (the “ Certificate of Incorporation ”) with the Secretary of State of the State of Delaware and its amended and restated bylaws (the “ Bylaws ”) became effective in connection with the closing of the Public Offering.”

CapsoVision, Inc: Amended and restated certificate of incorporation filed with Delaware Secretary of State effective July 3, 2025 in connection with IPO closing (effective 2025-07-03).

“On July 3, 2025, the Company filed its amended and restated certificate of incorporation (the “ Certificate of Incorporation ”) with the Secretary of State of the State of Delaware and its amended and restated bylaws (the “ Bylaws ”) became effective in connection with the closing of the Public Offering.”

CEA Industries Inc.: Changed fiscal year end to April 30, effective with the fiscal year ending April 30, 2025 (effective 2025-06-29).

“On June 29, 2025, the Board of Directors of CEA Industries Inc. (“Company”) took action to change the fiscal year end for the Company going forward to be April 30, to commence with the new fiscal year end of April 30, 2025.”

Snowflake Inc.: Amended certificate of incorporation to eliminate Class B common stock, rename Class A common stock to Common Stock, and make conforming changes (effective 2025-07-03).

“At the Annual Meeting, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation”

Azitra, Inc.: Increased authorized shares of common stock from 100,000,000 to 200,000,000 (effective 2025-07-03).

“the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment to its Certificate of Incorporation to implement the Authorized Share Increase”

CLOUDASTRUCTURE, INC.: Board approved amendment and restatement of the Code of Business Conduct and Ethics effective June 30, 2025 (effective 2025-06-30).

“Effective June 30, 2025, the Board approved an amendment and restatement of the Company’s Code of Business Conduct and Ethics (as amended and restated, the “ Amended and Restated Code of Ethics ”).”

CLOUDASTRUCTURE, INC.: Board approved amendment and restatement of bylaws to adopt Second Amended and Restated Bylaws with updated provisions for a public operating company (effective 2025-06-27).

“Effective June 27, 2025, the Board of Directors (the “ Board ”) of Cloudastructure, Inc., a Delaware corporation (the “ Company ”), approved an amendment and restatement to the Company’s Amended and Restated Bylaws (as amended and restated, the “ Second Amended and Restated Bylaws ”), to make certain changes that the Board deems appropriate for a public operating company.”

PROKIDNEY CORP.: Adopted new Bylaws in connection with Domestication from Cayman Islands to Delaware.

“The Certificate of Incorporation and Bylaws were effective as of the Domestication Date.”

PROKIDNEY CORP.: Adopted new Certificate of Incorporation in connection with Domestication from Cayman Islands to Delaware.

“The Certificate of Incorporation and Bylaws were effective as of the Domestication Date.”

Finnovate Acquisition Corp.: Amended and restated memorandum and articles of association adopted in connection with the Business Combination, effective as of the Effective Time of the Business Combination, making Finnovate a wholly-owned subsidiary of Pubco (effective 2025-06-27).

“at the Effective Time of the Business Combination, Finnovate adopted an amended and restated memorandum and articles of association which is substantially in the form as described in the definitive proxy statement/prospectus filed by Finnovate with the SEC on January 6, 2025, and in accordance with which, Finnovate became a wholly-owned subsidiary of Pubco”

Profusa, Inc.: Extended the business combination deadline from June 22, 2025 to August 22, 2025 (effective 2025-07-01).

“On July 1, 2025, NorthView Acquisition Corporation (the “Company”) filed an amendment to its Certificate of Incorporation (the “Amendment”) to extend the date by which the Company must consummate a business combination or, if it fails to do so, cease its operations and redeem or repurchase 100% of the shares of the Company’s common stock issued in the Company’s initial public offering, from June 22, 2025 to August 22, 2025.”

Oaktree Gardens OLP, LLC: Amended operating agreement to allow up to 20% of capital commitments to be invested in European portfolio companies (effective 2025-06-30).

“On and effective as of June 30, 2025, Oaktree Gardens OLP, LLC (the “Company”) entered into a first amendment (the “Amendment”) to its amended and restated limited liability company, dated May 4, 2023, to, among other things, allow up to 20% of capital commitments to be invested in securities or obligations of portfolio companies that are based in Europe (as determined in good faith by the Company’s investment adviser).”

1RT Acquisition Corp.: Amended and restated memorandum and articles of association filed and effective July 1, 2025 (effective 2025-07-01).

“On July 1, 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 July 1, 2025.”

Cohen Circle Acquisition Corp. II: Amended and restated memorandum and articles of association filed in connection with IPO (effective 2025-07-01).

“On July 1, 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.”

JUNIPER NETWORKS INC: Bylaws amended and restated to match Merger Sub's bylaws.

“the certificate of incorporation and the bylaws of the Company were amended and restated in their entirety to be in the forms of the certificate of incorporation and bylaws of Merger Sub as in effective immediately prior to the Effective Time, except that references to Merger Sub’s name were replaced with references to the Company’s name.”

JUNIPER NETWORKS INC: Certificate of incorporation amended and restated to match Merger Sub's certificate.

“the certificate of incorporation and the bylaws of the Company were amended and restated in their entirety to be in the forms of the certificate of incorporation and bylaws of Merger Sub as in effective immediately prior to the Effective Time, except that references to Merger Sub’s name were replaced with references to the Company’s name.”

Bio Green Med Solution, Inc.: Filed Certificate of Amendment to implement a one-for-fifteen reverse stock split to meet Nasdaq bid price requirements (effective 2025-07-07).

“On July 2, 2025, Cyclacel Pharmaceuticals, Inc. (the “Company”) filed an amendment to its Certificate of Incorporation (“Certificate of Amendment”) to implement a one-for-fifteen reverse stock split.”

ORAGENICS INC: Filing of Certificate of Designations for Preferred Stock.

“The matters described in Item 1.01 of this Current Report on Form 8-K related to the filing of the Certificate of Designation is incorporated herein by reference.”

Clough Global Dividend & Income Fund: Amended By-Laws to revise forum for adjudication of disputes, clarify waiver of jury trial rights, and allow for additional trustee qualification informational requests (effective 2025-06-27).

“Effective June 27, 2025, the Board of Trustees of Clough Global Dividend & Income Fund (NYSE: GLV) (the “Fund”) amended the Fund’s Amended and Restated By-Laws to revise provisions governing the forum for adjudication of disputes, clarify the waiver of jury trial rights, and allow for additional trustee qualification informational requests.”

Clough Global Equity Fund: Amended by-laws to revise forum for adjudication of disputes, clarify waiver of jury trial rights, and allow for additional trustee qualification informational requests (effective 2025-06-27).

“Effective June 27, 2025, the Board of Trustees of Clough Global Equity Fund (NYSE: GLQ) (the “Fund”) amended the Fund’s Amended and Restated By-Laws to revise provisions governing the forum for adjudication of disputes, clarify the waiver of jury trial rights, and allow for additional trustee qualification informational requests.”

Clough Global Opportunities Fund: The Board amended the Fund's Amended and Restated By-Laws to revise provisions governing the forum for adjudication of disputes, clarify the waiver of jury trial rights, and allow for additional trustee qualification informational requests (effective 2025-06-27).

“Effective June 27, 2025, the Board of Trustees of Clough Global Opportunities Fund (NYSE: GLO) (the “Fund”) amended the Fund’s Amended and Restated By-Laws to revise provisions governing the forum for adjudication of disputes, clarify the waiver of jury trial rights, and allow for additional trustee qualification informational requests.”

Enstar Group LTD: The bye-laws of Parent Merger Sub became the bye-laws of the Company, with reference to 'Elk Merger Sub Limited' replaced by the Company's name.

“Pursuant to the terms of the Merger Agreement, at the Third Effective Time, the bye-laws of Parent Merger Sub became the bye-laws of the Company, except that references to the name "Elk Merger Sub Limited" were replaced with references to the name of the Company (such bye-laws, the “ Bye-Laws ”).”

Nuwellis, Inc.: Amended certificate of incorporation to effect a 1-for-42 reverse stock split (effective 2025-07-02).

“On July 2, 2025, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment to its Certificate of Incorporation (the “Certificate of Amendment”) to effect the Reverse Stock Split.”

Interactive Strength, Inc.: Approved Certificate of Designation creating Series E Convertible Preferred Stock with no voting rights and mandatory conversion on June 15, 2026, subject to Nasdaq limitations (effective 2025-06-26).

“On June 26, 2025, the Board of Directors of the Company approved the Certificate of Designations of Series E Convertible Preferred Stock of Interactive Strength Inc. (the "Series E Certificate"). The Series E Certificate was filed by the Company with the Secretary of State of the State of Delaware on June 26, 2025.”

Interactive Strength, Inc.: Filed Certificate of Amendment to effect a 1-for-10 reverse stock split, effective June 26, 2025 (effective 2025-06-26).

“On June 26, 2025, Interactive Strength Inc., a Delaware corporation (the "Company"), filed a Certificate of Amendment (the "Charter Amendment") to the Company's Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to effect a reverse stock split of the Company's common stock, $0.0001 par value per share ("Common Stock"), at a rate of 1-for-10 (the "Reverse Stock Split"), effective as of 5:00 p.m. Eastern Time on June 26, 2025.”

Velo3D, Inc.: Removed prohibition on stockholder action by written consent from Certificate of Incorporation (effective 2025-07-01).

“On July 1, 2025, Velo3D, Inc. (the “Company”) filed a Certificate of Amendment (the “Amendment”) to its Certificate of Incorporation, as amended (the “Certificate of Incorporation”), with the Secretary of State of the State of Delaware to remove Section 1 of Article VIII of the Certificate of Incorporation, which prohibited stockholder action by written consent without a stockholder meeting.”

Apollo Realty Income Solutions, Inc.: Filed Articles Supplementary to reclassify authorized but unissued shares of retired classes into Class I, Class A-III, and Class A-I common stock (effective 2025-06-26).

“On June 26, 2025, the Company filed Articles Supplementary to its charter with the Maryland State Department of Assessments and Taxation (the “SDAT”). The Articles Supplementary reclassify (1) 50,000,000 authorized but unissued Class F-S shares as shares of Class I common stock, $0.01 par value per share (“Class I shares”); (2) 50,000,000 authorized but unissued Class F-S shares as shares of Class A-III common stock, $0.01 par value per share (“Class A-III shares”); (3) 100,000,000 authorized but unissued Class F-D shares as shares of Class A-I common stock, $0.01 par value per share (“Class A-I shares”); and (4) 100,000,000 authorized but unissued Class A-II shares as Class A-III shares.”

Pelthos Therapeutics Inc.: Company effected a reverse stock split at a 1:10 ratio effective July 1, 2025 (effective 2025-07-01).

“the Company effected the Reverse Stock Split pursuant to the Reverse Stock Split Certificate of Amendment.”

Pelthos Therapeutics Inc.: Company changed name from Channel Therapeutics Corporation to Pelthos Therapeutics, Inc.

“the Company changed its name from “Channel Therapeutics Corporation” to “Pelthos Therapeutics, Inc.” pursuant to the Name Change Certificate of Amendment.”

Fly-E Group, Inc.: Approved and filed a reverse stock split amendment to the certificate of incorporation, effective July 3, 2025 (effective 2025-07-03).

“On July 2, 2025, the Company filed with the Secretary of State of the State of Delaware the Second Certificate of Amendment to its Certificate of Incorporation (the “Certificate of Amendment”) to effect the Reverse Stock Split.”

Eureka Acquisition Corp: Amended Charter to allow up to 12 monthly extensions (to July 3, 2026) instead of up to two three-month extensions (to Jan 3, 2026) for business combination deadline (effective 2025-06-30).

“the shareholders of the Company approved the proposal (the “Charter Amendment Proposal”) to amend the Company’s Second Amended and Restated Memorandum and Articles of Association (the “Charter“), which provided that the Company has until July 3, 2025 to complete a business combination, and may elect to extend the period to consummate a business combination up to two times, each by an additional three-month extension, for a total of up to six months to January 3, 2026, be deleted in their entirety and the substitution in their place of the Third Amended and Restated Memorandum and Articles of Association (the “Amended Charter”) to provide that he Company has until July 3, 2025 to complete a business combination, and may elect to extend the period to consummate a business combination up to 12 times, each by an additional one-month extension (the “Monthly Extension”), for a total of up to 12 months to July 3, 2026.”

AUBURN NATIONAL BANCORPORATION, INC: Amendment to Certificate of Incorporation to limit officer liability as permitted by Delaware law (effective 2025-07-01).

“shareholders approved an amendment to the Company’s Certificate of Incorporation to limit the liability of officers as permitted by the Delaware General Corporation Law.”

Ainos, Inc.: Amended Restated Certificate of Formation to effect a 1-for-5 reverse stock split of common stock (effective 2025-06-30).

“Effective June 30, 2025, at 5:01 a.m., Central time (the “Effective Time”), Ainos, Inc. (the “Company”) filed a certificate of amendment (the “Certificate of Amendment”) to amend its Restated Certificate of Formation, as amended, with the Secretary of the State of Texas, to effect a reverse stock split of the Company’s common stock, par value $0.01 (the “Common Stock”) at a ratio of 1-for-5 (the “Reverse Stock Split”).”

ENTERPRISE BANCORP INC /MA/: Amended and Restated Articles of Organization and Second Amended and Restated Bylaws of Enterprise ceased to be in effect; Independent's documents remain applicable as successor by operation of law.

“At the Effective Time, the Amended and Restated Articles of Organization of the Company, as amended, and the Second Amended and Restated Bylaws of the Company ceased to be in effect by operation of law and the organizational documents of Independent (as successor to Enterprise by operation of law) remained the Restated Articles of Organization of Independent and the Amended and Restated Bylaws of Independent”

Everi Holdings Inc.: Bylaws amended and restated in their entirety at Merger Effective Time.

“at the Merger Effective Time, the bylaws of the Company were amended and restated in their entirety.”

Everi Holdings Inc.: Certificate of incorporation amended and restated in its entirety at Merger Effective Time.

“at the Merger Effective Time, the certificate of incorporation of the Company was amended and restated in its entirety.”

Redfin Corp: Merger Sub's bylaws became the Company's bylaws at the Effective Time.

“at the Effective Time, subject to the provisions of the Merger Agreement, Merger Sub’s Bylaws, as in effect immediately prior to the Effective Time, became the bylaws of the Company.”

Redfin Corp: Certificate of Incorporation amended and restated in its entirety at the Effective Time pursuant to the Merger Agreement.

“at the Effective Time, the Certificate of Incorporation of the Company was amended and restated in its entirety to be in the form attached to the Certificate of Merger (the form of which was attached as Exhibit B to the Merger Agreement).”

Venus Concept Inc.: The Company filed a Certificate of Amendment to the Certificate of Designations of Series Y Preferred Stock, increasing the authorized shares from 1,200,000 to 1,500,000 (effective 2025-06-30).

“Item 5.03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year. Amendment to Certificate of Designations of Series Y Preferred Stock On June 30, 2025, as required by the Exchange Agreement, the Company filed a Certificate of Amendment with the Secretary of State of the State of Delaware (the “ Series Y Amendment ”), thereby amending the Certificate of Designations with respect to the Series Y Preferred Stock, as previously filed with the Secretary of State of the State of Delaware on May 24, 2024 and as previously amended on September 26, 2024 and March 31, 2025 (the “ Series Y COD ”). The Series Y Amendment amended the Series Y COD to, among other things, increase the authorized shares of Series Y Preferred Stock from 1,200,000 to 1,500,000 The Series Y Amendment became effective with the Secretary of State of the State of Delaware upon filing.”

INVO Fertility, Inc.: Filed Certificate of Amendment to Certificate of Designation of Series C-2 Convertible Preferred Stock, amending rights, preferences, and privileges of the C-2 Preferred, authorizing 20,000 shares with a stated value of $1,000 per share, adjusting conversion price, and setting dividend and liquidati (effective 2025-06-27).

“On June 27, 2025, we filed with the Nevada Secretary of State a Certificate of Amendment to Certificate of Designation of the Series C-2 Non-Voting Convertible Preferred Stock of the Company (the “ Certificate of Amendment ”), which amends and restates the rights, preferences, and privileges of the C-2 Preferred.”

KINETA, INC./DE: Following merger, the Company's certificate of incorporation and bylaws were replaced by those of the surviving entity.

“Pursuant to the Merger Agreement, following the consummation of the Second Merger, the Company ceased to exist and Merger Sub II continued as the Surviving Company, and the organizational documents of Merger Sub II in effect immediately prior to the consummation of the Second Merger became the organizational documents of the Surviving Company (amended so that the name of the Surviving Company is Kineta, LLC).”

HeartSciences Inc.: Amended Bylaws to add jury trial waiver for internal entity claims, adopt ownership threshold for derivative proceedings, and clarify exclusive forum provision (effective 2025-06-27).

“On June 27, 2025, in connection with certain recent changes to the Texas Business Organizations Code (“TBOC”) and in light of Texas law, the Board of Directors of HeartSciences Inc. (the “Company”) adopted certain amendments to the Company’s Bylaws (the “Bylaws”) in order to: (i) add a new section to provide for a jury trial waiver for “internal entity claims” as defined in the TBOC; (ii) add a new section to adopt an ownership threshold requiring any shareholder or group of shareholders to hold shares of common stock sufficient to meet an ownership threshold of at least 3% of the Company’s issued and outstanding shares in order to institute or maintain a derivative proceeding; and (iii) make technical revisions to clarify the scope of the exclusive forum provision.”

Athene Holding Ltd.: Company filed a Certificate of Elimination to cancel the Series C Preferred Stock and remove its related provisions from the Certificate of Incorporation, effective upon filing (effective 2025-06-30).

“On June 30, 2025, the Company filed a Certificate of Elimination with the Secretary of State of the State of Delaware with respect to the Company’s 6.375% Fixed-Rate Reset Perpetual Non-Cumulative Preferred Stock, Series C (the “Series C Preferred Stock”), which, effective upon filing, eliminated from the Company’s Certificate of Incorporation all matters set forth in the Certificate of Designations for the Series C Preferred Stock.”

Investar Holding Corp: Established and designated Series A Preferred Stock with 32,500 authorized shares (effective 2025-06-30).

“On June 30, 2025, Investar filed the Articles of Amendment with the Louisiana Secretary of State, which became effective as of June 30, 2025, amending Investar’s Restated Articles of Incorporation, by establishing and designating the newly authorized Series A Preferred Stock of Investar initially consisting of 32,500 authorized shares.”

Southern States Bancshares, Inc.: Southern States' certificate of incorporation and bylaws ceased to be in effect due to merger; FB Financial's charter and bylaws became the governing documents of the surviving corporation.

“At the Effective Time, the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws of Southern States ceased to be in effect by operation of law, and the FB Financial Amended and Restated Charter and the FB Financial Amended and Restated Bylaws in effect immediately prior to the effective time remained the charter and bylaws of FB Financial as the surviving corporation of the Merger, until the same be amended and changed as provided therein or by law.”