Governance Changes

Karyopharm Therapeutics Inc.: Filed Certificate of Amendment to Restated Certificate of Incorporation to effect a 1-for-15 reverse stock split and proportionately reduce authorized shares of Common Stock (effective 2025-02-25).

“On February 24, 2025, Karyopharm Therapeutics Inc. (the “Company”) filed a Certificate of Amendment to the Company’s Restated Certificate of Incorporation, as amended, (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware, which will effect, as of 5:00 p.m. Eastern Time, on February 25, 2025 (the “Effective Time”), a 1-for-15 reverse stock split (the “Reverse Stock Split”) of the issued and outstanding shares of the Company’s Common Stock, $0.0001 par value per share (the “Common Stock”).”

American Healthcare REIT, Inc.: Amended Bylaws to grant stockholders the power to adopt, alter or repeal any provision of the Bylaws upon a majority vote (effective 2025-02-21).

“our board of directors, or our Board, approved and adopted the Second Amended and Restated Bylaws, or the Bylaws, which became effective upon adoption by our Board, to amend Article XIV of the Bylaws to provide stockholders with the power to adopt, alter or repeal any provision of the Bylaws and to make new Bylaws upon the affirmative vote of not less than a majority of all the votes entitled to be cast on the matter”

Skyline Bankshares, Inc.: Increased board size from 14 to 15 directors by amending Section 2.2 of Bylaws (effective 2025-02-18).

“On February 18, 2025, in connection with the foregoing events, the Board of Directors of the Company adopted an amendment to the Company’s bylaws (the “Bylaws”), effective immediately. The amendment revised Section 2.2 of the Bylaws to increase the size of the Company’s Board of Directors from fourteen (14) directors to fifteen (15) directors.”

AEON Biopharma, Inc.: Approved reverse stock split at a ratio of 1-for-72 (effective 2025-02-26).

“The Company intends to file the Charter Amendment with the Secretary of State of the State of Delaware to effect the Reverse Stock Split on February 25, 2025, to become effective at 12:01 a.m. Eastern Time on February 26, 2025 (the “Effective Date”).”

AEON Biopharma, Inc.: Increased authorized shares of common stock from 500,000,000 to 1,040,000,000 (effective 2025-02-25).

“The amendment to the Certificate of Incorporation will be filed with the Secretary of State of the State of Delaware on February 25, 2025 and became effective on such date.”

Payoneer Global Inc.: Amended bylaws to increase Board size to not more than 10 directors (effective 2025-02-19).

“On February 19, 2025, the Board amended the Amended and Restated Bylaws of the Company, effective immediately, to increase the size of the Board to not more than 10 directors.”

reAlpha Tech Corp.: Filed Certificate of Designation for Series A Convertible Preferred Stock, designating 1,000,000 shares as Series A Preferred Stock with stated value, conversion price, voting rights, dividends, liquidation preferences, and conversion terms (effective 2025-02-20).

“On February 20, 2025, the Company filed the Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock (the “Certificate of Designation”) with the Secretary of State of the State of Delaware, designating 1,000,000 shares of the 5,000,000 shares of the authorized but unissued class of the Company’s stock known as preferred stock as Series A Convertible Preferred Stock (the “Series A Preferred Stock”).”

Ivanhoe Electric Inc.: Eliminated supermajority vote for bylaw amendments, replacing 66 2/3% supermajority with a majority vote standard, and denied application of Arizona Corporate Takeover Laws (effective 2025-02-21).

“On February 21, 2025, the Board of Directors (the “Board”) of Ivanhoe Electric Inc (the “Company”) adopted the Second Amended and Restated Bylaws of Ivanhoe Electric Inc. (the “Second Amended and Restated Bylaws”) which became effective immediately.”

Sandisk Corp: Board adopted a Code of Business Conduct and Ethics effective upon consummation of the Spin-Off.

“Effective upon the consummation of the Spin-Off, the Company Board adopted a Code of Business Conduct and Ethics.”

Sandisk Corp: Bylaws amended and restated effective February 12, 2025 (effective 2025-02-12).

“Effective as of February 12, 2025, the bylaws of the Company were amended and restated (the “Amended and Restated Bylaws”).”

Sandisk Corp: Certificate of incorporation amended and restated effective January 28, 2025 (effective 2025-01-28).

“Effective as of January 28, 2025, the certificate of incorporation of the Company was amended and restated (the “Amended and Restated Certificate of Incorporation”).”

POWELL INDUSTRIES INC: Second Amended and Restated Bylaws adopted, updating provisions to align with DGCL, stockholder notice requirements, removing stockholder right to call special meeting or act by written consent, reducing maximum directors from 15 to 11, adding exclusive forum provision, and other changes (effective 2025-02-19).

“On February 19, 2025, the Board of Directors (the “Board”) of Powell Industries, Inc. (the “Company”) approved and adopted, in accordance with Section 8.1 of the Amended and Restated Bylaws of the Company (as amended, the “Former Bylaws”) and effective immediately, the Second Amended and Restated Bylaws of the Company (as amended and restated, the “Bylaws”).”

Prologis, Inc.: Reduced stockholder threshold to call a special meeting from 50% to 20% (effective 2025-02-20).

“On February 20, 2025, the Board of Directors of Prologis, Inc. (the “Company”) approved the Eleventh Amended and Restate Bylaws of the Company. The Company’s amended and restated bylaws, among other things, provide that stockholders entitled to cast at least 20% of all votes entitled to be cast at the special meeting may call such a meeting, subject to the terms of the bylaws. Prior to this amendment and restatement, the bylaws provided that at least 50% of all votes entitled to be cast at the meeting were required to call a special meeting.”

VNUE, Inc.: Amended and Restated Certificate of Designation increased authorized shares of Series B Preferred Stock from 2,500 to 5,250 (effective 2025-02-20).

“On February 20, 2025, the Company filed an Amended and Restated Certificate of Designation with the Nevada Secretary of State, which increased the authorized shares of the Company’s Series B Preferred Stock from 2,500 to 5,250.”

MARA Holdings, Inc.: Filed Certificate of Withdrawal to eliminate Series X Preferred Stock designation (effective 2025-02-21).

“On February 21, 2025, the Company filed a Certificate of Withdrawal with the Secretary of State of Nevada, which became effective upon filing.”

MARA Holdings, Inc.: Increased authorized common stock from 500,000,000 to 800,000,000 shares (effective 2025-02-19).

“On February 19, 2025, MARA Holdings, Inc. (the “Company”) filed a Certificate of Amendment (the “Charter Amendment”) to its Restated Articles of Incorporation (the “Articles of Incorporation”) with the Secretary of State of Nevada to increase the number of shares of the Company’s common stock authorized for issuance under the Articles of Incorporation from 500,000,000 to 800,000,000.”

Boxlight Corp: Amendments to Certificates of Designation for Series B and Series C preferred stock suspend conversion into Class A common stock until specified conditions are met or August 19, 2025 (effective 2025-02-20).

“On February 20, 2025, the Company filed with the Secretary of State of the State of Nevada (i) an Amendment to the Certificate of Designation of its Series B Preferred Stock (the “ Series B Amendment ”) and (ii) an Amendment to the Certificate of Designation of its Series C Preferred Stock (the “ Series C Amendment ” and, together with the Series B Amendment, the “ Amendments ”).”

OSR Holdings, Inc.: As a result of the Business Combination, the Company ceased to be a shell company (effective 2025-02-14).

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

Aspire Biopharma Holdings, Inc.: Company ceased being a shell company as a result of the Business Combination.

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

Aspire Biopharma Holdings, Inc.: Board of directors approved and adopted a new Code of Business Conduct and Ethics (effective 2025-02-17).

“in connection with the Business Combination, on February 17, 2025, the Company’s board of directors approved and adopted a new Code of Business Conduct and Ethics applicable to all employees, officers and directors of the Company.”

Aspire Biopharma Holdings, Inc.: Board of directors approved and adopted new Bylaws effective as of the Closing (effective 2025-01-31).

“On January 31, 2025, the Company’s board of directors approved and adopted the Bylaws of the Company (the “Bylaws”), which became effective as of the Closing.”

Aspire Biopharma Holdings, Inc.: Amended and Restated Certificate of Incorporation containing organizational documents proposals became effective upon filing with Delaware Secretary of State (effective 2025-02-17).

“The Amended and Restated Certificate of Incorporation of the Company (the “Certificate of Incorporation”), which became effective upon filing with the Secretary of State of the State of Delaware on February 17, 2025, includes the amendments proposed by the Organizational Documents Proposal.”

Ocean Biomedical, Inc.: On February 14, 2025, Ocean Biomedical, Inc. amended its Bylaws to change the quorum for shareholders meetings to 1/3 of the shares of common stock outstanding on the record date for such meeting (effective 2025-02-14).

“On February 14, 2025, Ocean Biomedical, Inc. (the "Company") amended its Bylaws to change the quorum for shareholders meetings to 1/3 of the shares of common stock outstanding on the record date for such meeting.”

Ivanhoe Electric Inc.: Eliminated 66 2/3% supermajority stockholder vote requirement for amending bylaws and replaced with majority vote standard; also denied application of Arizona Corporate Takeover Laws (effective 2025-02-21).

“On February 21, 2025, the Board of Directors (the “Board”) of Ivanhoe Electric Inc (the “Company”) adopted the Second Amended and Restated Bylaws of Ivanhoe Electric Inc. (the “Second Amended and Restated Bylaws”) which became effective immediately.”

Alternus Clean Energy, Inc.: Creation and issuance of Series A Super Voting Preferred Stock via a Certificate of Designation, establishing voting rights, dividend rights, and liquidation preferences (effective 2025-02-18).

“On February 18, 2025, the Company filed a certificate of designation (the “Certificate of Designation”) with the Secretary of State of the State of Delaware therein establishing the Series A Super Voting Preferred Stock and describing the rights, obligations and privileges of the Series A Super Voting Preferred Stock.”

HP INC: Increase the number of authorized directorships from 14 to 15 (effective 2025-02-21).

“The amendments to the Bylaws are solely to increase the number of authorized directorships comprising the Board from 14 to 15, in connection with the appointment to the Board of Mr. Pettiti, effective as of February 21, 2025.”

Aptose Biosciences Inc.: Filed articles of amendment under the Canada Business Corporations Act to effect a 1-for-30 reverse stock split of common shares, effective for trading starting February 26, 2025 (effective 2025-02-18).

“The Company’s Board of Directors determined a final ratio of 1-for-30 for the reverse stock split (the “Reverse Stock Split”) and the Company filed articles of amendment under the Canada Business Corporations Act to implement the Reverse Stock Split on February 18, 2025 and announced that the Common Shares will begin trading on a split-adjusted basis on the Nasdaq Capital Market (“Nasdaq”) and the Toronto Stock Exchange (“TSX”) commencing upon market open on February 26, 2025 subject to final confirmation from TSX and Nasdaq.”

LIGHTPATH TECHNOLOGIES INC: Material terms of Certificate of Designation described by reference; no substantive details provided in excerpt.

“The material terms of the Certificate of Designation were described in Item 1.01 of the Prior Report, which description is incorporated herein by reference and is qualified in its entirety by reference to the full text of the Certificate of Designations, a copy of which is included as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference into this Item 5.03.”

Texas Roadhouse, Inc.: Amended and restated Bylaws adopted on February 19, 2025, changing voting standards for director elections, clarifying adjournment procedures, eliminating stockholder list examination requirement, adding universal proxy rule compliance, and making other ministerial changes (effective 2025-02-19).

“On February 19, 2025, the Company’s Board of directors (the “Board”) adopted amended and restated Bylaws (the “Amended Bylaws”), effective on that date.”

Summit Healthcare REIT, Inc: Amended Amended and Restated Bylaws to update company name and remove specific month for annual meeting, giving board flexibility in setting the annual meeting date (effective 2025-02-14).

“On February 14, 2025, the Board of Directors of Summit Healthcare REIT, Inc. (“ Company ”) approved an amendment to the Company’s Amended and Restated Bylaws (the “ Bylaws Amendment ”), which became effective immediately.”

Mountain & Co. I Acquisition Corp.: The Company amended its Amended and Restated Memorandum and Articles of Association to extend the deadline to consummate a business combination from November 9, 2024 to May 9, 2025 (effective 2024-11-08).

“On November 8, 2024, the Company held an extraordinary general meeting of shareholders”

HWH International Inc.: Filed Certificate of Amendment to Amended and Restated Certificate of Incorporation to effect a 1-for-5 reverse stock split (effective 2025-02-18).

“On February 18, 2025, HWH International Inc., a Delaware corporation (the “Company”), filed a Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation with the Delaware Secretary of State to effect a 1-for-5 reverse stock split (the “Reverse Stock Split”).”

COGNEX CORP: Amended and restated bylaws to allow CEO and President roles to be held by more than one individual and to add references to CEO alongside President in various sections (effective 2025-02-19).

“On February 19, 2025, in connection with Mr. Moschner’s appointment as President and Chief Operating Officer, the Board of Directors of the Company approved a second amendment and restatement of the Company’s Amended and Restated By-Laws (as so amended and restated, the “Second A&R By-Laws”), effective immediately.”

QS Energy, Inc.: Increased authorized shares of common stock from 500 million to 750 million (effective 2025-02-14).

“On February 14, 2025, Registrant filed a Certificate of Amendment to Registrant’s Articles of Incorporation with the Nevada Secretary of State to increase Registrant’s authorized shares of common stock from 500 million to 750 million.”

Inari Medical, Inc.: Inari's bylaws were amended and restated in their entirety as of the Effective Time pursuant to the Merger Agreement.

“as of the Effective Time, Inari’s bylaws were amended and restated in their entirety.”

Inari Medical, Inc.: Inari's certificate of incorporation was amended and restated in its entirety as of the Effective Time pursuant to the Merger Agreement.

“as of the Effective Time, Inari’s certificate of incorporation was amended and restated in its entirety.”

T3 Defense Inc.: Changed fiscal year end from September 30 to December 31, effective for fiscal year beginning January 1, 2024 (effective 2024-01-01).

“On February 14, 2025, the Board of Directors of Nukkleus Inc. (the "Company") approved a change in the Company's fiscal year end from September 30 to December 31, effective for the fiscal year beginning January 1, 2024.”

Claritev Corp: Amended and restated bylaws effective February 17, 2025 to reflect the corporate name change to Claritev Corporation (effective 2025-02-17).

“The Company also amended and restated its bylaws (the “Amended and Restated Bylaws”) effective February 17, 2025 to reflect the Name Change.”

Claritev Corp: Corporate name changed from MultiPlan Corporation to Claritev Corporation via certificate of amendment to the Second Amended and Restated Certificate of Incorporation (effective 2025-02-17).

“On February 17, 2025, MultiPlan Corporation (the “Company”) changed its corporate name to Claritev Corporation pursuant to a certificate of amendment (the “Certificate of Amendment”) to its Second Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) filed with the Delaware Secretary of State on February 17, 2025 (the “Name Change”).”

GRI Bio, Inc.: Filed Certificate of Amendment to effect a 1-for-17 reverse stock split (effective 2025-02-21).

“On February 19, 2025, GRI Bio, Inc. (the “Company”) filed with the Secretary of State of the State of Delaware an amendment (the “Certificate of Amendment”) to its amended and restated certificate of incorporation, as amended, to effect a reverse stock split of the Company's common stock, par value $0.0001 per share (the “Common Stock”), at a ratio of 1-for-17 (the “Reverse Stock Split”).”

T1 Energy Inc.: Amended bylaws to reflect the new corporate name T1 Energy Inc (effective 2025-02-19).

“the Board also approved the Company’s Second Amended and Restated Bylaws, which were amended to reflect the corporate name T1 Energy Inc.”

T1 Energy Inc.: Amended certificate of incorporation to change company name from FREYR Battery, Inc. to T1 Energy Inc (effective 2025-02-19).

“FREYR Battery, Inc. (the “Company”) changed its name to T1 Energy Inc. by filing an amendment to its Amended and Restated Certificate of Incorporation (“Amendment”) on February 18, 2025 with the Secretary of State of the State of Delaware (the “Name Change”). The Name Change and Amendment became effective at 12:01 am Eastern Time on February 19, 2025.”

Huineng Technology Corp: Amended and restated certificate of incorporation to change company name from Aceztech Corporation to Huineng Technology Corporation (effective 2025-02-03).

“the Company filed a Certificate of Amendment and Restated Certificate of Incorporation (the "Certificate of Amendment") amending its Articles of Incorporation with the Nevada Secretary of State on February 3, 2025 to make effective for the name change of the Company from Aceztech Corporation to Huineng Technology Corporation (the "Name Change")”

SailPoint, Inc.: Company adopted new bylaws effective February 12, 2025 in connection with the conversion from a Delaware limited partnership to a Delaware corporation (effective 2025-02-12).

“On February 12, 2025, the Company converted from a Delaware limited partnership to a Delaware corporation and filed a certificate of incorporation (the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware and adopted bylaws (the “Bylaws”), each of which became effective on February 12, 2025.”

SailPoint, Inc.: Company converted from a Delaware limited partnership to a Delaware corporation and filed a certificate of incorporation effective February 12, 2025 (effective 2025-02-12).

“On February 12, 2025, the Company converted from a Delaware limited partnership to a Delaware corporation and filed a certificate of incorporation (the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware and adopted bylaws (the “Bylaws”), each of which became effective on February 12, 2025.”

Resolute Holdings Management, Inc.: Amended and Restated Bylaws effective immediately following the Effective Time, in connection with the spin-off.

“The Amended and Restated Bylaws of the Company (as amended and restated, the “Bylaws”) also became effective immediately following the Effective Time.”

Resolute Holdings Management, Inc.: Amended and Restated Certificate of Incorporation effective as of February 19, 2025, in connection with the spin-off from CompoSecure (effective 2025-02-19).

“In connection with the Spin-Off, the Board approved the filing by the Company of an Amended and Restated Certificate of Incorporation (as amended and restated, the “Charter”) with the Secretary of State of the State of Delaware, which became effective as of the Effective Time.”

Karman Holdings Inc.: Bylaws became effective on same date (effective 2025-02-12).

“On February 12, 2025, the Company filed a Certificate of Incorporation (the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware, and the Company’s Bylaws (the “Bylaws”) became effective on such date.”

Karman Holdings Inc.: Certificate of Incorporation filed and became effective (effective 2025-02-12).

“On February 12, 2025, the Company filed a Certificate of Incorporation (the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware, and the Company’s Bylaws (the “Bylaws”) became effective on such date.”

POWELL INDUSTRIES INC: Amended and restated Certificate of Incorporation to provide for exculpation of certain officers and make non-substantive updates (effective 2025-02-19).

“At the annual meeting of stockholders of Powell Industries, Inc. (the “Company”) held on February 19, 2025 (the “Annual Meeting”), the Company’s stockholders approved an amendment and restatement of the Company’s Certificate of Incorporation (the “Certificate of Incorporation”) to provide for exculpation of certain officers of the Company as permitted by Delaware law and to make certain non-substantive updates (the “Amended and Restated Certificate of Incorporation”) . The Amended and Restated Certificate of Incorporation became effective upon the filing with the Secretary of State of the State of Delaware on February 19, 2025.”