Governance Changes

Verde Clean Fuels, Inc.: Amended and restated certificate of incorporation to increase authorized Class C common shares from 25M to 26M, increase board size from 7 to 8, and grant Cottonmouth stockholders director nomination and board observer rights while owning ≥10% voting power (effective 2025-01-29).

“On January 29, 2025, immediately prior to the Closing, the Company filed the A&R Charter with the Secretary of State of the State of Delaware, which became effective upon filing.”

BEACON ROOFING SUPPLY INC: Adoption of Certificate of Designation for Series A Junior Participating Preferred Stock in connection with a stockholder rights agreement (effective 2025-01-28).

“The Board approved a Certificate of Designation of Series A Junior Participating Preferred Stock, which designates the rights, preferences and privileges of 62,000 shares of a series of the Company’s preferred stock, par value $0.01 per share, designated as Series A Junior Participating Preferred Stock.”

ASHFORD HOSPITALITY TRUST INC: Classified and designated 16,000,000 shares of preferred stock as Series L and Series M Preferred Stock (effective 2025-01-22).

“On January 22, 2025, the Company filed with the SDAT articles supplementary to the Charter classifying and designating an aggregate of 16,000,000 shares of the unissued and undesignated shares of preferred stock and provided for their issuance as 11,200,000 shares of the Series L Preferred Stock and 4,800,000 shares of the Series M Preferred Stock (together, the “Articles Supplementary”).”

ASHFORD HOSPITALITY TRUST INC: Reclassification of 5,000,000 unissued shares of common stock as unclassified and undesignated shares of preferred stock (effective 2025-01-22).

“On January 22, 2025, the Company filed with the State Department of Assessments and Taxation of the State of Maryland (“SDAT”) articles supplementary to the Company’s charter (as amended, the “Charter”) that reclassified and designated 5,000,000 unissued shares of common stock, par value $0.01 per share, of the Company as unclassified and undesignated shares of preferred stock, par value $0.01 per share.”

LAS VEGAS SANDS CORP: Amended and restated by-laws to opt out of Nevada control share acquisition statutes and make minor updates (effective 2025-01-28).

“On January 28, 2025, the Board of Directors (the “Board”) of Las Vegas Sands Corp. (the “Company”) approved and adopted the Fourth Amended and Restated By-Laws of the Company (the “Fourth Amended and Restated By-Laws”), which amend and restate the Third Amended and Restated By-Laws of the Company in its entirety, effective immediately.”

DHI GROUP, INC.: Certificate of Designation of Rights, Preferences and Privileges of Series 1 Participating Preferred Stock filed with Delaware Secretary of State (effective 2025-01-28).

“the Board approved a Certificate of Designation of Rights, Preferences and Privileges of Series 1 Participating Preferred Stock (the “Certificate of Designations”) setting forth the rights, powers and preferences of the Preferred Stock. The Certificate of Designations was filed with the Secretary of State of the State of Delaware on January 28, 2025.”

REGO PAYMENT ARCHITECTURES, INC.: Increased authorized Series B Cumulative Convertible Preferred Stock from 347,222 to 397,222 shares via an amendment to the Certificate of Designation (effective 2025-01-27).

“On January 27, 2025, Rego Payment Architectures, Inc. (the “Company”) filed with the Delaware Secretary of State an Amendment to Certificate of Designation of Preferences, Rights and Limitations of Series B Cumulative Convertible Preferred Stock, pursuant to which the amount of authorized Series B Cumulative Convertible Preferred Stock was increased from 347,222 shares to 397,222 shares.”

KINDER MORGAN, INC.: Amended and restated Bylaws effective January 22, 2025, revising advance notice provisions, proxy card color, voting standards, officer election frequency, and making technical changes (effective 2025-01-22).

“On January 22, 2025, the Board of Directors (the “Board”) of Kinder Morgan, Inc. (“KMI”) amended and restated KMI’s Bylaws, effective immediately (as so amended and restated, the “Bylaws”), to, among other things. • revise and clarify certain procedural mechanics and informational requirements set forth in the advance notice provisions for stockholder nominations of directors, including by defining certain terms, removing the requirements that the notice from stockholders include information from persons “acting in concert therewith,” and specifying KMI’s deadline for delivering a director nominee’s questionnaire following a proper request; • provide that any stockholder soliciting proxies from other stockholders must use a proxy card color other than white, which will be reserved for the exclusive use by the Board; • revise certain provisions related to stockholder action, including clarifying the existing description of the default voting standard for stockholder actions (other than”

XPLR Infrastructure, LP: Amendment to Partnership's Certificate of Limited Partnership and Sixth Amended and Restated Agreement of Limited Partnership changing name to XPLR Infrastructure, LP (effective 2025-01-23).

“On January 23, 2025, the Board approved a Certificate of Amendment to the Partnership’s Certificate of Limited Partnership, and amendment and restatement of the Partnership's Agreement of Limited Partnership (in the form of a Sixth Amended and Restated Agreement of Limited Partnership), changing the name of the Partnership from NextEra Energy Partners, LP to XPLR Infrastructure, LP and making related changes. The amendments were effective on January 23, 2025.”

Crown Electrokinetics Corp.: Certificate of Amendment to Amended and Restated Certificate of Incorporation to effect a 1-for-150 reverse stock split (effective 2025-01-29).

“On January 28, 2025, Crown Electrokinetics Corp. (the “Company”) filed a Certificate of Amendment (the “Certificate of Amendment”) to the Company’s Amended and Restated Certificate of Incorporation to effect a reverse stock split of its issued common stock, par value $0.0001 per share (“Common Stock”), in the ratio of 1-for-150 (the “Reverse Stock Split”) to be effective at 11:59 p.m. eastern on January 29, 2025.”

Columbus Acquisition Corp/Cayman Islands: Second Amended and Restated Memorandum and Articles of Association became effective on January 22, 2025 (effective 2025-01-22).

“On January 22, 2025, the Company’s Second Amended and Restated Memorandum and Articles of Association became effective.”

F&M BANK CORP: Amended and restated Bylaws to add proxy card color requirement, update shareholder nomination/business notice periods, provide for uncertificated shares, and specify fiscal year (effective 2025-01-23).

“On January 23, 2025, the Board of Directors of the Company amended and restated the Company’s Bylaws (as so amended, the “Bylaws”), effective immediately.”

TELEPHONE & DATA SYSTEMS INC /DE/: Amended Section 2.19 of the Bylaws to allow the Chair of the Board to not be an officer or employee (effective 2025-01-24).

“On January 24, 2025, the Board of Directors of TDS adopted an amendment (the “Amendment”) to the Bylaws of TDS, as amended and restated as of December 13, 2024, which became effective immediately. The Amendment to Section 2.19 provides that the Chair of the Board of Directors may, but need not be, an officer or employee of the company.”

Bionano Genomics, Inc.: Filed Certificate of Amendment to effect a 1-for-60 reverse stock split (effective 2025-01-24).

“On January 24, 2025, Bionano Genomics, Inc. (the “ Company ”) filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation, as amended (the “ Restated Certificate ”), with the office of the Secretary of State of the State of Delaware to effect a reverse stock split at a ratio of 1:60 (the “ Charter Amendment ”).”

Limitless X Holdings Inc.: Filed Certificate of Designation for Series D 15% Cumulative Redeemable Perpetual Preferred Stock (effective 2025-01-23).

“Effective as of January 23, 2025, the Company filed a Certificate of Designation of Series D 15% Cumulative Redeemable Perpetual Preferred Stock (the “Certificate”) with the Delaware Secretary of State and in accordance with the Delaware General Corporation Law.”

Eos Energy Enterprises, Inc.: Filed Certificate of Designation for Series B-4 Non-Voting Convertible Preferred Stock, establishing rights, preferences, and conversion terms (effective 2025-01-24).

“On January 24, 2025, the Company filed with the Secretary of State of the State of Delaware the Certificate of Designation of Series B-4 Non-Voting Convertible Preferred Stock of the Company attached hereto as Exhibit 3.1 (the “Series B-4 Certificate of Designation”).”

Venture Global, Inc.: Amended and restated bylaws approved and adopted by the board to be effective immediately after closing of IPO (effective 2025-01-27).

“On January 27, 2025, in connection with the IPO, the Board approved and adopted an amended and restated bylaws (the “Bylaws”) for the Company to be effective immediately after the closing of the IPO.”

Venture Global, Inc.: Second amended and restated certificate of incorporation filed and effective immediately prior to closing of IPO (effective 2025-01-27).

“On January 27, 2025, in connection with the IPO the Company filed a second amended and restated certificate of incorporation (the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware.”

ACCESS Newswire Inc.: Second Amended and Restated Bylaws adopted solely to reflect company name change (effective 2025-01-27).

“In addition, the Company’s Board of Directors approved the Company’s Second Amended and Restated Bylaws (“Restated Bylaws”) solely to reflect the change of the Company’s name from Issuer Direct Corporation to ACCESS Newswire Inc., effective as of January 27, 2025.”

ACCESS Newswire Inc.: Certificate of Amendment filed to change company name from Issuer Direct Corporation to ACCESS Newswire Inc (effective 2025-01-27).

“On January 23, 2025, ACCESS Newswire Inc. (f/k/a Issuer Direct 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 change the Company’s name from “Issuer Direct Corporation” to “ACCESS Newswire Inc.”, effective at 12:01 a.m., Eastern Time, on January 27, 2025.”

INTUIT INC.: Amendment to Certificate of Incorporation to limit liability of certain officers under Delaware law (effective 2025-01-27).

“On January 27, 2025, to effect the Amendment, the Company filed an Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware, which became effective upon its filing.”

BARNES GROUP INC: Barnes' Amended and Restated By-Laws were amended and restated in their entirety at the Effective Time of the Merger.

“Pursuant to the Merger Agreement, at the Effective Time, Barnes’ Restated Certificate of Incorporation and Amended and Restated By-Laws were amended and restated in their entirety.”

BARNES GROUP INC: Barnes' Restated Certificate of Incorporation was amended and restated in its entirety at the Effective Time of the Merger.

“Pursuant to the Merger Agreement, at the Effective Time, Barnes’ Restated Certificate of Incorporation and Amended and Restated By-Laws were amended and restated in their entirety.”

CHARLES & COLVARD LTD: Changed director range from 5-10 to 4-9 (effective 2025-01-20).

“the Board of Directors of the Company amended the Company’s Bylaws to provide that the number of directors constituting the Board can be between four and nine directors, which was previously between five and ten directors.”

Dolphin Entertainment, Inc.: Articles of Amendment filed to decrease Series C Convertible Preferred Stock conversion vote ratio from 10-to-1 to 3-to-1 (effective 2025-01-24).

“On January 24, 2025, Dolphin Entertainment, Inc., a Florida corporation (the “ Company ”), filed Articles of Amendment (the “ Articles of Amendment ”) to its Amended and Restated Articles of Incorporation with the Secretary of State of the State of Florida effecting an amendment to modify the terms of the Company’s Series C Convertible Preferred Stock (the “ Series C ”) to decrease the number of votes per share of common stock the Series C is convertible into from ten votes per share to three votes per share.”

Hypha Labs, Inc.: Adopted a new Code of Conduct and Business Ethics (effective 2025-01-24).

“Effective January 24, 2025, the Company adopted a new Code of Conduct and Business Ethics (the “Code”), which applies to all directors, officers and employees of the Company and its subsidiaries.”

GMS Inc.: Amended and restated bylaws to enhance procedural mechanics and disclosure requirements for stockholder nominations and proposals, plus ministerial changes (effective 2025-01-23).

“On January 23, 2025, the Board of Directors (the “Board”) of GMS Inc. (the “Company”) approved and adopted the Third Amended and Restated Bylaws of the Company (the “Amended and Restated Bylaws”), which became effective the same day.”

Silver Capital Holdings LLC: Amended drawdown notice period from five to ten business days prior to funding date (effective 2025-01-21).

“The First Amendment to the Fourth A&R LLC Agreement amends the Fourth Amended and Restated Limited Liability Company Agreement of the Company, dated as of December 17, 2024, to require drawdown notices to be delivered at least ten (10) business days prior to the required funding date, rather than five (5) business days.”

IP STRATEGY HOLDINGS, INC.: Created Series B Preferred Stock with 750,000 authorized shares and established its rights, preferences and other terms via Certificate of Designations filed with Delaware Secretary of State (effective 2025-01-23).

“On January 23, 2025, the Company filed the Certificate of Designations, Preferences, Powers and Rights of the Series B Preferred Stock with the Delaware Secretary of State in the form attached hereto as Exhibit 3.1 (the “Certificate of Designation”), which created and authorized 750,000 shares of the Series B Preferred Stock and established the rights, preferences and other terms of the Series B Preferred Stock.”

Petros Pharmaceuticals, Inc.: Filed Certificate of Amendment related to Series A Preferred Stock.

“The matters described in Item 1.01 of this Current Report on Form 8-K related to the Series A Preferred Stock and the filing of the Certificate of Amendment are incorporated herein by reference.”

Joby Aviation, Inc.: Amended and restated bylaws, replacing citizenship-based voting suspension with FAA compliance requirement and making other clarifications and enhancements (effective 2025-01-22).

“On January 22, 2025, the Board of Directors (the “ Board ”) of Joby Aviation, Inc. (the “ Company ”) approved and adopted amended and restated bylaws of the Company (the “ Amended and Restated Bylaws ”), effective immediately.”

ShoulderUP Technology Acquisition Corp.: Amendment to certificate of incorporation extending the business combination deadline from January 24, 2025 to February 24, 2025 (effective 2025-01-24).

“On January 24, 2025, ShoulderUp Technology Acquisition Corp. (the “ Company ”) held a special meeting of stockholders (the “ Special Meeting ”). At the Special Meeting, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation that extends the date (the “ Termination Date ”) by which the Company must consummate a business combination (the “ Charter Extension ”) from January 24, 2025 (the “ Original Termination Date ”) to February 24, 2025 or such earlier date as may be determined by the Company’s board of directors in its sole discretion (the “ Charter Extension Date ”).”

Technology & Telecommunication Acquisition Corp: Extended the business combination deadline from January 20, 2025 to April 20, 2025 (effective 2025-01-20).

“Subsequent to the approval by the shareholders of TETE of the Amendment to TETE's Amended and Restated Memorandum and Articles of Association (the " Charter Amendment "), on January 20, 2025, TETE filed the Charter Amendment with the Registrar of Companies in the Cayman Islands. Pursuant to the Charter Amendment, TETE has the right to extend the date by which it has to consummate a business combination by three (3) months from January 20, 2025 to April 20, 2025”

CASS INFORMATION SYSTEMS INC: Board declassified by transitioning from three-class staggered board to annual election of all directors by 2027; updated advance notice requirements for shareholder proposals and director nominations (effective 2025-01-21).

“On January 21, 2025, the Board approved and adopted the Third Amended and Restated Bylaws of the Company (as so amended, the "Bylaws"). The amendments include the following principal changes: Declassification of the Board.”

GOLDMAN SACHS GROUP INC: Filed Certificate of Designations establishing terms of Series Z Preferred Stock (effective 2025-01-21).

“On January 21, 2025, the Registrant filed a Certificate of Designations to its Restated Certificate of Incorporation with the Secretary of State of the State of Delaware setting forth the terms of its 6.850% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series Z”

Strategy Inc: Amended certificate of incorporation to increase authorized shares of Class A common stock from 330,000,000 to 10,330,000,000, preferred stock from 5,000,000 to 1,005,000,000, and total capital stock from 500,000,000 to 11,500,000,000 (effective 2025-01-22).

“On January 22, 2025, the Company filed with the Secretary of State of the State of Delaware an amendment (the “Certificate of Amendment”) to the Company’s Second Restated Certificate of Incorporation to (i) increase the number of authorized shares of Class A common stock (“Class A Common Stock”), par value $0.001 per share, from 330,000,000 to 10,330,000,000; (ii) increase the number of authorized shares of preferred stock (“Preferred Stock”), par value $0.001 per share, from 5,000,000 to 1,005,000,000; and (iii) correspondingly increase the total number of authorized shares of capital stock (which is the sum of the authorized number of Class A Common Stock, Class B common stock, par value $0.001 per share, and Preferred Stock) from 500,000,000 to 11,500,000,000 shares of capital stock.”

TWILIO INC: The Board adopted the Fourth Amended and Restated Bylaws, eliminating the supermajority voting threshold for stockholder bylaw amendments, updating advance notice provisions, stockholder meeting provisions, board action provisions, and indemnification provisions, among other changes (effective 2025-01-19).

“On January 19, 2025, the Company’s Board of Directors (the “Board”) approved and adopted amendments to the Third Amended and Restated Bylaws of the Company as set forth in the Fourth Amended and Restated Bylaws of the Company (as so amended and restated, the “Amended and Restated Bylaws”), which became effective upon such approval and adoption.”

AAR CORP: Amended and restated By-Laws effective January 22, 2025 to update provisions relating to stockholder meetings, director nominations, universal proxy rules, and other technical and administrative clarifications (effective 2025-01-22).

“On January 22, 2025, the Board of Directors of AAR CORP. (the “Company”) approved the amendment and restatement of the By-Laws of the Company (as amended and restated through January 22, 2025) (the “Amended By-Laws”), effective as of such date, to reflect recent developments in Delaware law, the “universal proxy” rules adopted by the U.S. Securities and Exchange Commission (the “SEC”), and general market practices, and to incorporate other technical and administrative clarifications.”

CDT Equity Inc.: Amendment to Second Amended and Restated Certificate of Incorporation to effectuate a 1-for-100 reverse stock split (effective 2025-01-24).

“On January 22, 2025, Conduit Pharmaceuticals Inc. (the “Company”) filed a certificate of amendment to the Company’s Second Amended and Restated Certificate of Incorporation (the “Amendment”) with the Secretary of State of the State of Delaware to effectuate a 1-for-100 reverse stock split”

Global Interactive Technologies, Inc.: Certificate of Amendment filed to effect a 1-for-20 reverse stock split of common stock, effective January 27, 2025 (effective 2025-01-27).

“On January 10, 2025, the Company filed a Certificate of Amendment (the “Certificate of Amendment”) to the Company’s Amended and Restated Certificate of Incorporation, as previously amended (“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, at a rate of 1-for-20 effective as of January 27, 2025.”

INSPIRE VETERINARY PARTNERS, INC.: Filed a Certificate of Change to the Amended and Restated Certificate of Incorporation to effect a 1-for-25 reverse stock split, reducing authorized and issued shares proportionally (effective 2025-01-27).

“As previously disclosed in a Current Report on Form 8-K filed on January 10, 2025, Inspire Veterinary Partners, Inc., a Nevada corporation, (the “Company”) seeks to effect a one-for-twenty-five (1:25) reverse stock split (the “ Reverse Stock Split”) of its issued and outstanding shares of Class A common stock, $0.0001 par value per share (“Common Stock”). The Reverse Stock Split will become effective on January 27, 2025.”

SMARTSHEET INC: Amended and restated articles of incorporation and bylaws upon merger consummation.

“Effective upon completion of the Merger, the articles of incorporation of Smartsheet, as in effect immediately prior to the Merger, was amended and restated to be in the form of the articles of incorporation attached as Exhibit 3.1 hereto, which is incorporated herein by reference. Effective upon completion of the Merger, the bylaws of Smartsheet were amended and restated to be in the form of the bylaws attached as Exhibit 3.2 hereto, which is incorporated herein by reference.”

Forestar Group Inc.: Increased the monetary threshold for certain investment decisions requiring Board approval or D.R. Horton consent (effective 2025-01-21).

“the Company filed a Certificate of Amendment to the Charter with the Secretary of State of the State of Delaware on January 21, 2025 (“Certificate of Amendment”), which became effective upon filing.”

Global Indemnity Group, LLC: Adopted Third Amended and Restated Limited Liability Company Agreement, effective January 16, 2025, which authorizes a new class of Class A-2 Common Shares, changes board appointment terms, and adds an Ex-Officio Director role for the CEO (effective 2025-01-16).

“Third Amended and Restated Limited Liability Company Agreement Effective January 16, 2025, the Company amended and restated its Second Amended and Restated Limited Liability Company Agreement. The Third LLCA incorporates certain amendments, including, the authorization of 5,000,000 Class A Common Shares that the Board may designate as Class A-2 Common Shares pursuant to a grant agreement, as well as establishing the rights of the Class A-2 Common Shares. In addition, pursuant to the Third LLCA, certain changes were made to the Board. Specifically, the Designated Directors (as defined in the Third LLCA) will be appointed for one-year calendar terms running from January 1 to December 31. Any Designated Directors appointed to fill a vacancy will serve for the remainder of the calendar year term. Further, a nonvoting, “Ex-Officio Director” role was added for the Chief Executive Officer (the “CEO”). The CEO will automatically become the Ex-Officio Director, but the Board has authority to de”

Wheeler Real Estate Investment Trust, Inc.: Wheeler Real Estate Investment Trust, Inc. filed two Articles of Amendment to its charter to effect a one-for-four reverse stock split of common stock effective January 27, 2025, and to decrease the par value of common stock from $0.04 to $0.01 per share effective immediately after the reverse stock (effective 2025-01-27).

“On January 22, 2025, in connection with a one-for-four 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 January 27, 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-four Reverse Stock Split of the Common Stock, to be effective at 5:00 p.m. Eastern Time (the “ Effective Time ”) on January 27, 2025 (the “ First Amendment ”); and ii. the par value of the Common Stock to be decreased from $0.04 per share (as a result of the one-for-four Reverse Stock Split) to $0.01 per share, to be effective at 5:01 p.m. Eastern Time on January 27, 2025 (the “ Second Amendment ”).”

VINCE HOLDING CORP.: Amended and restated bylaws to grant P-180 rights to designate a majority of the Board, Chairman, and committee chairs while owning 30% or more of stock (effective 2025-01-22).

“On January 22, 2025, the Board approved an amendment and restatement of the Company’s bylaws (the “Second Amended and Restated Bylaws”) to provide P-180, following the P-180 Acquisition, with the right to designate (i) a majority of the directors of the Board, (ii) the Chairman of the Board, and (iii) the chairman of each committee of the Board, in each case for so long as P-180 continues to beneficially own at least thirty percent (30%) of the Company’s outstanding common stock.”

Sharps Technology Inc.: On January 21, 2025, the board of directors amended and restated the bylaws to clarify that one-third of stockholders constitutes a quorum for stockholder meetings, effective immediately (effective 2025-01-21).

“On January 21, 2025, the board of directors of Sharps Technology, Inc. (the “Company”) amended and restated the Company’s bylaws (the “Amended Bylaws”), which became effective as of that same date. The Amended Bylaws now clarify that one-third (1/3) of stockholders shall constitute a quorum and shall be required to be present to be present to organize a meeting of stockholders for the transaction of any business. The amendment was only to Section 2.8 of the bylaws.”

Plum Acquisition Corp. III: Amended charter to extend business combination deadline to July 30, 2025 and remove minimum net tangible assets requirement (effective 2025-01-17).

“that the Company shall not consummate a business combination unless the Company has net tangible assets of at least $5,000,001”

Strive, Inc.: Amended Certificate of Designation of Series A Convertible Preferred Stock to define 'Floor Price' as $0.18, subject to adjustments for stock splits, dividends, combinations, recapitalizations or similar transactions (effective 2025-01-22).

“The Fourth Amended Designation amended the Certificate of Designation to provide that the term “Floor Price” will be defined as $0.18, subject to adjustments for any stock splits, stock dividends, stock combinations, recapitalizations or other similar transactions.”

Vertex Energy Inc.: Adopted new Organizational Documents in connection with emergence from Chapter 11.

“On the Effective Date, in connection with the Reorganized Debtors’ implementation of the Plan, the Reorganized Debtors adopted their New Organizational Documents.”