Governance Changes

Endeavor Group Holdings, Inc.: The Company amended and restated its Amended and Restated By-Laws in their entirety.

“Pursuant to the Merger Agreement, at the Effective Time, the Company’s Amended and Restated Certificate of Incorporation and Amended and Restated By-Laws were each amended and restated in its entirety, and immediately thereafter, the Company’s Second Amended and Restated Certificate of Incorporation was again amended and restated in its entirety.”

Endeavor Group Holdings, Inc.: The Company amended and restated its Second Amended and Restated Certificate of Incorporation in its entirety to a Third Amended and Restated Certificate of Incorporation.

“Pursuant to the Merger Agreement, at the Effective Time, the Company’s Amended and Restated Certificate of Incorporation and Amended and Restated By-Laws were each amended and restated in its entirety, and immediately thereafter, the Company’s Second Amended and Restated Certificate of Incorporation was again amended and restated in its entirety.”

Otis Worldwide Corp: Amended and restated bylaws to revise director nomination procedures, remove limitations on stockholder action by written consent, and remove irrevocable resignation requirement for stockholder-nominated directors (effective 2025-03-19).

“On March 19, 2025, the Board of Directors (the “Board”) of Otis Worldwide Corporation (the “Company”) approved an amendment and restatement of the Company’s Amended and Restated Bylaws (as amended, the “Bylaws”), effective as of such date.”

Abacus Global Management, Inc.: Filing of Certificate of Designations for Series A Convertible Preferred Stock (effective 2025-03-18).

“The information about the Certificate of Designations set forth under Item 3.03 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 5.03.”

Newbury Street Acquisition Corp: Extended the date to consummate a business combination from March 25, 2025 to September 25, 2025 (effective 2025-03-24).

“On March 24, 2025, the Company filed an amendment to its Second Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware (the "Charter Amendment") to extend the date by which the Company has to consummate a business combination to from March 25, 2025 to September 25, 2025.”

Blue Owl Technology Finance Corp. II: Amended and restated charter and bylaws of the Company pursuant to merger; the charter was amended to the certificate of incorporation of Merger Sub and the bylaws became the second amended and restated bylaws of the Company.

“the articles of amendment and restatement, as amended, of the Company was amended and restated in its entirety in the form of the certificate of incorporation of Merger Sub and became the amended and restated charter of the Company, and the bylaws of Merger Sub, as in effect immediately prior to the effective time of the Initial Merger, became the second amended and restated bylaws of the Company (as the surviving corporation in the Initial Merger).”

Gesher Acquisition Corp. II: Amended and restated memorandum and articles of association filed and effective in connection with IPO (effective 2025-03-20).

“On March 20, 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 March 20, 2025.”

XCel Brands, Inc.: Certificate of Amendment to effect a 1-for-10 reverse stock split (effective 2025-03-24).

“The Company intends to effect the Reverse Stock Split of its Common Stock by filing a Certificate of Amendment (the “Amendment”) to the Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware, that will become effective at 5:00 p.m. Eastern Time on March 24, 2025.”

Worksport Ltd: Certificate of Change filed with Nevada Secretary of State effecting a 1-for-10 reverse stock split and decreasing authorized shares proportionally, effective March 18, 2025 (effective 2025-03-18).

“Worksport Ltd, a Nevada corporation (the “Company”), filed a Certificate of Change to its Articles of Incorporation with the Nevada Secretary of State (the “Certificate of Change”) to effect a reverse split of the Company’s outstanding shares of common stock, par value $0.0001 per share (the “Common Stock”), at a ratio of 1-for-10 (the “Reverse Stock Split”), on March 18, 2025, and simultaneously decrease the total number of authorized shares of Common Stock at the same ratio as the Reverse Stock Split.”

IIOT-OXYS, Inc.: Designated new Series D Convertible Preferred Stock, 210 shares, with specified rights and features (effective 2025-03-17).

“the Company has designated a new class of Series D Convertible Preferred Stock consisting of 210 shares and having the rights and features described below.”

National CineMedia, Inc.: Reduced board size from nine to seven directors effective immediately before the 2025 Annual Meeting (effective 2025-05-01).

“the Board of Directors (the “Board”) of the Company adopted an amendment to Section 3.02 (the “Amendment”) of the Company’s Amended and Restated Bylaws (the “Bylaws”) that, effective immediately prior to the start of the Company’s 2025 Annual Meeting of Stockholders to occur on May 1, 2025, reduces the number of directors from nine to seven.”

VivoSim Labs, INC.: On March 20, 2025, the company filed a Certificate of Third Amendment to its Certificate of Incorporation to effect a 1-for-12 reverse stock split (effective 2025-03-20).

“On March 20, 2025, Organovo Holdings, Inc. (the “Company”) filed a Certificate of Third Amendment to its Certificate of Incorporation, as amended (the “Certificate of Amendment”), with the Secretary of State of the State of Delaware to effect a 1-for-12 reverse stock split (the “Reverse Split”) of the shares of Company’s common stock, par value $0.001 per share (“Common Stock”).”

Wheeler Real Estate Investment Trust, Inc.: Filed two Articles of Amendment to effect a one-for-five reverse stock split and reduce par value from $0.05 to $0.01 per share (effective 2025-03-26).

“On March 21, 2025, in connection with a one-for-five reverse stock split (the “ Reverse Stock Split ”) of the common stock, $0.01 par value per share (the “ Common Stock ”) of Wheeler Real Estate Investment Trust, Inc. (the “ Company ”), to be effective on March 21, 2025, the Company filed two Articles of Amendment to its charter with the State Department of Assessments and Taxation of Maryland that provide for: i. a one-for-five Reverse Stock Split of the Common Stock, to be effective at 5:00 p.m. Eastern Time (the “ Effective Time ”) on March 26, 2025 (the “ First Amendment ”); and ii. the par value of the Common Stock to be decreased from $0.05 per share (as a result of the one-for-five Reverse Stock Split) to $0.01 per share, to be effective at 5:01 p.m. Eastern Time on March 26, 2025 (the “ Second Amendment ”).”

SmartStop Self Storage REIT, Inc.: Effected one-for-four reverse stock split and par value decrease via charter amendments, and reclassified authorized shares via articles supplementary (effective 2025-03-20).

“the Company reclassified and designated 225,000,000 authorized but unissued shares of Class A Common Stock and 340,000,000 authorized but unissued shares of Class T Common Stock as authorized but unissued shares of common stock”

SKYX Platforms Corp.: Amended and restated bylaws to update stockholder nomination procedures, universal proxy rules, and proxy card color requirements, effective immediately upon adoption (effective 2025-03-21).

“On March 21, 2025, the Board of Directors (the “Board”) of SKYX Platforms Corp. (the “Company”) approved the amendment and restatement of the Company’s Second Amended and Restated Bylaws (as amended and restated, the “Third Amended and Restated Bylaws”), which became effective immediately upon adoption.”

Virpax Pharmaceuticals, Inc.: Filed a Certificate of Amendment to effect a 1-for-25 reverse stock split of common stock (effective 2025-03-21).

“On March 12, 2025, Virpax Pharmaceuticals, Inc. (the “Company”) filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware (the “Certificate of Amendment”) to effect a 1-for-25 reverse stock split”

Opus Genetics, Inc.: Amended and restated bylaws to enhance stockholder rights, including reducing thresholds for actions by written consent, calling special meetings, removing directors, and amending bylaws (effective 2025-03-19).

“On March 19, 2025, in connection with a periodic review of the bylaws of Opus Genetics, Inc. (the “ Company ”), the Company’s board of directors adopted amended and restated bylaws of the Company (the bylaws, as so amended and restated, the “ Amended and Restated Bylaws ”), effective immediately.”

EBR Systems, Inc.: Amended quorum requirement for stockholder meetings from majority to one-third of outstanding shares (effective 2025-03-18).

“The amendment of the Bylaws modified the provisions for determining the presence of a quorum at all meetings of stockholders, to provide that the presence, in person, by remote communication, if applicable, or by proxy duly authorized, of the holders of one-third (1/3) of the outstanding shares of stock entitled to vote, shall constitute a quorum for the transaction of business”

Outset Medical, Inc.: Outset Medical, Inc. filed an amendment to its Amended and Restated Certificate of Incorporation to effect a one-for-fifteen reverse stock split of its common stock, effective March 20, 2025 (effective 2025-03-20).

“On March 20, 2025, Outset Medical, Inc., a Delaware corporation (the “ Company ”), effected a one-for-fifteen reverse stock split (“ Reverse Stock Split ”) of the Company’s common stock, par value $0.001 (the “ Common Stock ”).”

Caesars Entertainment, Inc.: Amended Article II, Section 1 of the Bylaws to increase the maximum size of the Board from 11 to 12 directors (effective 2025-03-17).

“On March 17, 2025, the Board adopted an amendment to the Company’s Amended and Restated Bylaws (the “Bylaws”), effective immediately. The amendment revised Article II, Section 1 of the Bylaws to increase the maximum size of the Board from 11 to 12 directors.”

SHF Holdings, Inc.: Filed Certificate of Amendment to effect a 1-for-20 reverse stock split of Class A common stock (effective 2025-03-24).

“Accordingly, on March 20, 2025, the Company filed Certificate of Amendment (the “Amendment”) to its Second Amended and Restated Certificate of Incorporation (as amended to date, the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware to effect a one-for-twenty (1-for-20) reverse stock split (the “Reverse Stock Split”) of its Class A Common Stock, which the Company expects will become effective on March 24, 2025 at 12:01 am Eastern Time (the “Effective Time”).”

Stronghold Digital Mining, Inc.: Amended and restated the bylaws of the Surviving Corporation effective at the Effective Time.

“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.”

Quartzsea Acquisition Corp: Adopted Amended and Restated Memorandum and Articles of Association (effective 2025-03-14).

“On March 14, 2025, the Company adopted its Amended and Restated Memorandum and Articles of Association.”

PATRIOT NATIONAL BANCORP INC: Filed Certificate of Amendment to designate a new series of preferred stock as Series A Non-Cumulative Perpetual Convertible Preferred Stock (effective 2025-03-13).

“On March 13, 2025, Patriot National Bancorp, Inc. (the “Company”) filed a Certificate of Amendment of the Certificate of Incorporation of the Company (the “Certificate of Amendment”) with the Secretary of State of the State of Connecticut.”

Niagen Bioscience, Inc.: Company amended Certificate of Incorporation to change name to Niagen Bioscience, Inc (effective 2025-03-19).

“On March 17, 2025, Niagen Bioscience, Inc. (formerly ChromaDex Corporation) (the “Company”) amended its Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to change the Company’s name to “Niagen Bioscience, Inc.,” effective as of 12:01 a.m. Eastern Time on March 19, 2025.”

HIGH WIRE NETWORKS, INC.: Increased quorum for stockholder meetings to one-third of voting power (effective 2025-03-17).

“On March 17, 2025, High Wire Networks, Inc. (the “Company”) amended and restated the Company’s Bylaws (the “Bylaws Amendment”), effective immediately, to increase the quorum needed for stockholder meetings to one-third (33.33%) of the voting power of the shares issued and outstanding and entitled to vote at a meeting of stockholders.”

Hepion Pharmaceuticals, Inc.: Amended certificate of incorporation to effect a one-for-fifty reverse stock split (effective 2025-03-17).

“the Company filed the Amendment with the Secretary of State of the State of Delaware. The Reverse Stock Split became effective in accordance with the terms of the Amendment at 4:01 pm Eastern Time on March 17, 2025 (the “Effective Time”).”

Nevada Canyon Gold Corp.: Amended the bylaws to increase the number of directors from five to six (effective 2025-02-18).

“On February 18, 2025, the Company’s Board of Directors, as allowed by the Company’s Bylaws, amended Article 4, Section 3.2 of the Company’s Bylaws to increase the number of directors of the Company by one.”

Zoomcar Holdings, Inc.: Amendment to Certificate of Incorporation to effect a 1-for-20 reverse stock split (effective 2025-03-21).

“On March 9, 2025, the Board approved a one-for-twenty (1:20) reverse stock split of the Company’s issued and outstanding shares of common stock (the “Reverse Stock Split”). The Company intends to file with the Secretary of State of the State of Delaware a Certificate of Amendment to its Certificate of Incorporation (the “Certificate of Amendment”) on March 21, 2025 to effect the Reverse Stock Split.”

MANGOCEUTICALS, INC.: Filed an amendment to Certificate of Designations of Series B Preferred Stock to reduce conversion price from $2.25 to $1.50, reduce floor price from $2.25 to $1.50, remove dividend rights, and exclude subsidiary from Change of Control definition (effective 2025-03-17).

“On March 17, 2025, with the approval of the shareholders of the Company, as discussed in greater detail under Item 5.07 , the Company submitted to the Secretary of the State of Texas, an amendment to the Certificate of Designations, Preferences and Rights of Series B Convertible Preferred Stock of Mangoceuticals, Inc. (the “ Series B Designation ”), to: (a) reduce the conversion price set forth therein to a fixed price of $1.50 per share (subject to customary adjustments for stock splits) (compared to having a fixed conversion price of $2.25 prior to the amendment)(the “ Conversion Price ”); (b) reduce the floor price set forth therein from $2.25 to $1.50 per share (subject to customary adjustments for stock splits)(the “ Floor Price ”); (c) remove the dividend rights set forth therein (except for standard participatory rights for dividends declared on the Company’s common stock); and exclude the Company’s current wholly-owned subsidiary, Mango & Peaches Corp. (“ Mango & Peaches ”), fr”

USA Rare Earth, Inc.: Amendments to Certificate of Incorporation and Bylaws disclosed via incorporation by reference.

“The disclosure set forth in Item 3.03 of this Current Report is incorporated in this Item 5.03 by reference”

USA Rare Earth, Inc.: IPXX ceased being a shell company as a result of the Business Combination.

“As a result of the Business Combination, IPXX ceased being a shell company when it merged into USA Rare Earth, LLC upon the completion of the Merger”

USA Rare Earth, Inc.: Adopted a new Code of Business Conduct and Ethics effective upon the Merger.

“Effective upon the Effective Time of the Merger, in connection with the consummation of the Business Combination, the Board adopted a new Code of Business Conduct and Ethics”

Whitehawk Therapeutics, Inc.: Board approved an amendment and restatement of the bylaws solely to reflect the name change to Whitehawk Therapeutics, Inc (effective 2025-03-18).

“Additionally, the Board approved an amendment and restatement of the Company’s bylaws solely to reflect the Name Change (the “ Amended and Restated Bylaws ”). The Amended and Restated Bylaws became effective upon the effectiveness of the Name Change Charter Amendment.”

Whitehawk Therapeutics, Inc.: Company amended its certificate of incorporation to change its name from Aadi Bioscience, Inc. to Whitehawk Therapeutics, Inc (effective 2025-03-18).

“The board of directors (the “ Board ”) of the Company approved an amendment to the Company’s amended and restated certificate of incorporation (the “ Charter ”), to change the Company’s name to Whitehawk Therapeutics, Inc. (the “ Name Change ”). On March 18, 2025, the Company filed a certificate of amendment (the “ Name Change Charter Amendment ”) to the Charter with the Secretary of State of the State of Delaware, which effected the Name Change.”

Jaguar Health, Inc.: Filed Ninth Amendment to certificate of incorporation to effect a 1-for-25 reverse stock split of common stock (effective 2025-03-24).

“on March 18, 2025, the Company filed the Ninth Amendment with the Secretary of State of the State of Delaware. The Reverse Stock Split will become effective”

Planet Fitness, Inc.: Amended and restated Bylaws to adopt proxy access for director nominations and make conforming, clarifying, administrative changes (effective 2025-03-12).

“On March 12, 2025, the Board of Directors of Planet Fitness, Inc. (the “Company”) approved the amendment and restatement of the Company’s Bylaws (as so amended and restated, the “Bylaws”), which became effective upon approval.”

Kalaris Therapeutics, Inc.: Combined Company ceased to be a shell company as a result of the merger.

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

Kalaris Therapeutics, Inc.: Removed reverse stock split provisions from restated charter (effective 2025-01-15).

“Effective as of 4:03 p.m., Eastern Time on the Closing Date, the Combined Company restated the Certificate of Incorporation (as restated, the “Restated Charter”) and removed certain provisions that effectuated a reverse stock split of issued and outstanding shares of AlloVir Common Stock on January 15, 2025.”

Kalaris Therapeutics, Inc.: Amended and restated by-laws solely to reflect company name change.

“In connection with the Name Change, the Board also approved an amendment and restatement of the Company’s Amended and Restated By-Laws solely to reflect the Name Change (the “Amended and Restated By-Laws”), effective as of the Closing Date.”

Kalaris Therapeutics, Inc.: Amended certificate of incorporation to change company name from AlloVir, Inc. to Kalaris Therapeutics, Inc.

“Effective as of 4:02 p.m., Eastern Time on the Closing Date, the Combined Company amended its Third Amended and Restated Certificate of Incorporation, as amended (as may be further amended from time to time, the “Certificate of Incorporation” and such amendment, the “Charter Amendment”), to effect a change of the Combined Company’s name from “AlloVir, Inc.” to “Kalaris Therapeutics, Inc.” (the “Name Change”).”

USA Rare Earth, Inc.: Filed Certificate of Incorporation with Delaware Secretary of State in connection with domestication (effective 2025-03-12).

“On March 12, 2025, in connection with the Domestication, IPXX filed the Certificate of Incorporation with the Secretary of State of the State of Delaware”

STAAR SURGICAL CO: Amended and restated bylaws to revise officer provisions including renaming Chairman to Chair of the Board, allowing separate CEO and President, establishing CFO as an officer, and making other changes for flexibility in officer appointments (effective 2025-03-17).

“Effective as of the Effective Date, the Board approved and adopted the amended and restated bylaws of the Company to reflect the amendments summarized herein (as so amended and restated, the “Amended and Restated Bylaws”), effective immediately.”

NNN REIT, INC.: Board committees may now be comprised of one or more directors and independence requirements for committee members eliminated as such requirements are governed by SEC and NYSE rules (effective 2025-03-13).

“the Board of Directors of NNN REIT, Inc. (the “Company”) approved the Sixth Amendment to the Third Amended and Restated Bylaws of the Company, which amended Article IV, Section I of the Company’s Third Amended and Restated Bylaws such that any Board committee may be comprised of one or more directors and to eliminate any requirements regarding the independence of directors who may serve on Board committees as such independence requirements are governed by rules and regulations of the Securities and Exchange Commission and the New York Stock Exchange.”

WisdomTree, Inc.: Filed Certificate of Elimination to remove references to Series B Preferred Stock from the Charter after expiration of the Rights Agreement (effective 2025-03-18).

“on March 18, 2025, the Company filed a Certificate of Elimination to its Amended and Restated Certificate of Incorporation, as amended (the “Charter”), with the Secretary of State of the State of Delaware, eliminating from the Charter all references to the Series B Preferred Stock set forth in the Company’s Certificate of Designations with respect to its Series B Preferred Stock.”

Cellectar Biosciences, Inc.: Amended and restated by-laws to align with Delaware law, revise director nomination procedures, and change quorum requirement from majority to one-third of shares (effective 2025-03-11).

“On March 11, 2025, the Board adopted the Amended and Restated By-Laws of the Company (the " By-Laws "), effective immediately.”

DH ENCHANTMENT, INC.: Increased authorized common stock from 4,450,000,000 to 30,000,000,000 shares and amended Articles of Incorporation accordingly (effective 2025-03-17).

“On February 12, 2025, the Board of Directors and Majority Consenting Stockholders of DH Enchantment, Inc. (the “ Company ”) approved (i) an increase of the Company’s shares of common stock, $0.001 par value, from 4,450,000,000 to 30,000,000,000 shares (the “ Increase in Authorized Shares ”) and (ii) an amendment to the Company’s Articles of Incorporation to effect the Increase in Authorized Shares.”

KalVista Pharmaceuticals, Inc.: The Company changed its fiscal year-end from April 30 to December 31 (effective 2025-03-13).

“On March 13, 2025, the Board of Directors of KalVista Pharmaceuticals, Inc. (the “Company”) approved a change in the Company’s fiscal year-end from April 30 to December 31.”

SinglePoint Inc.: Designated 1,500 shares of preferred stock as Series C Convertible Preferred Stock by filing a certificate of designation with the Nevada Secretary of State, amending the Amended and Restated Articles of Incorporation (effective 2025-02-14).

“On February 14, 2025, the Company filed a certificate of designation (the “Certificate of Designation”) with the Secretary of State of the State of Nevada to amend its Amended and Restated Articles of Incorporation to designate 1,500 shares of the Company’s preferred stock, par value $.0001 per share, as “Series C Convertible Preferred Stock.””

Leslie's, Inc.: Adopted Seventh Amended and Restated Certificate of Incorporation permitting removal of directors without cause as of 2027 annual meeting and providing exculpation from liability for certain officers (effective 2025-03-12).

“on March 12, 2025, the stockholders of Leslie's, Inc. (the "Company") approved the Company's Seventh Amended and Restated Certificate of Incorporation (the "Certificate of Incorporation"), which permits the removal of directors without cause as of the 2027 annual meeting of stockholders of the Company (the "Annual Meeting") and provides for the exculpation from liability for certain officers of the Company to the fullest extent permitted by Delaware law.”