Charter, bylaw, and control-related changes under 8-K Items 5.03/5.05/5.06.
Catalent, Inc.: Certificate of incorporation amended and restated in its entirety at Effective Time of Merger.
“the certificate of incorporation and bylaws of the Company were each amended and restated in their entirety and are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K”
Silver Capital Holdings LLC: Company entered into Fourth Amended and Restated Limited Liability Company Agreement, amending and restating the Third Amended and Restated Limited Liability Company Agreement to provide for an additional 5-year term, unfunded commitments and working capital, and member votes under certain circumsta (effective 2024-12-17).
“On December 17, 2024, the Company filed with the Secretary of State of the State of Delaware the certificate of merger relating to the Merger. At the effective time of the Merger, the Company and Buyer entered into the Fourth Amended and Restated Limited Liability Company Agreement of the Company, dated as of December 17, 2024 (the “ Fourth A&R LLC Agreement ”).”
Beachbody Company, Inc.: Adopted Second Amended and Restated Bylaws addressing universal proxy rules, proxy card color requirements, and meeting procedural mechanics (effective 2024-12-12).
“On December 12, 2024, the Board of Directors (the “Board”) of The Beachbody Company, Inc. (the “Company”) approved and adopted amendments to the Company’s amended and restated bylaws (as amended, the “Second Amended and Restated Bylaws”), which became effective the same day.”
Kairous Acquisition Corp. Ltd: Extended the deadline to complete a business combination from December 16, 2024 to June 16, 2025 through six monthly one-month extensions (effective 2024-12-16).
“As approved by its shareholders at the Meeting on December 6, 2024, the Company filed the fourth amended and restated memorandum and articles of association on December 16, 2024 (the “Charter Amendment”), giving the Company the right to extend the date by which it has to complete a business combination up to six (6) times for an additional one (1) month each time from December 16, 2024 to June 16, 2025.”
Fold Holdings, Inc.: Stockholders approved a charter amendment (Charter Amendment).
“the Company’s stockholders approved the Charter Amendment”
22nd Century Group, Inc.: Amended articles of incorporation to effect a 1-for-135 reverse stock split (effective 2024-12-17).
“the Company filed a Certificate of Change (the “Certificate”) pursuant to Nevada Revised Statutes (“NRS”) Section 78.2055 with the Secretary of State of the State of Nevada authorizing a 1-for-135 reverse stock split of the Company’s issued and outstanding shares of common stock”
Western Union CO: On December 13, 2024, the Board adopted amended and restated by-laws effective immediately, aligning with Delaware law and current practice, revising advance notice provisions for stockholder director nominations and proposals, and implementing technical changes (effective 2024-12-13).
“On December 13, 2024, in connection with a periodic review of The Western Union Company’s (the “Company”) by-laws, the Board of Directors of the Company adopted amended and restated by-laws (as amended, the “Amended and Restated By-laws”), effective immediately.”
OneMeta Inc.: Board approved Amended and Restated Bylaws with changes to meeting procedures, board size, committee provisions, and director indemnification (effective 2024-12-14).
“On December 14, 2024, the Board of Directors of OneMeta Inc., a Nevada corporation (the “Company”), approved and adopted the Amended and Restated Bylaws of the Company (the “Amended and Restated Bylaws”).”
TALOS ENERGY INC.: Certificate of Elimination filed to eliminate Series A Preferred Stock from the Certificate of Incorporation (effective 2024-12-17).
“on December 17, 2024, the Company filed a Certificate of Elimination of Certificate of Designations of Series A Junior Participating Preferred Stock (the “ Certificate of Elimination ”) with the Delaware Secretary of State to eliminate its shares of Series A Preferred Stock from the Company’s Certificate of Incorporation”
Integrated Wellness Acquisition Corp: Company received delisting notice from NYSE and will trade on OTC Markets (effective 2024-12-16).
“The disclosure contained in --- EX-99.1 (EXHIBIT 99.1) --- EX-99.1 3 tm2431224d1_ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Integrated Wellness Acquisition Corp Receives Delisting Notice from the New York Stock Exchange New York, NY, December 16, 2024 – Integrated Wellness Acquisition Corp (the “Company”) (OTC: WELNF) announced today that it received written notice from the New York Stock Exchange (the “ NYSE ”) indicating that the staff of NYSE Regulation had determined to commence proceedings to delist the Company’s securities from the NYSE due to the Company’s failure to consummate a business combination within the shorter of (i) the time period specified by its constitutive documents or by contract or (ii) three years following the closing of the Company’s initial public offering.”
Spree Acquisition Corp. 1 Ltd: Shareholders approved an amendment to the Amended and Restated Articles to extend the deadline for consummating a business combination from December 20, 2024 to December 20, 2025 (effective 2024-12-17).
“On December 17, 2024, the Company’s shareholders approved an amendment (the “ Extension Amendment ”) to the Company’s Amended and Restated Memorandum and Articles of Association (the “ Amended and Restated Articles ”), which became effective upon approval and will be filed with the Registrar of Companies in the Cayman Islands.”
DOMINION ENERGY, INC: Amended and restated articles to remove Article IIIB containing terms of Series B Preferred Stock after all shares were redeemed (effective 2024-12-17).
“On December 17, 2024, Dominion Energy, Inc. (the Company) amended and restated its articles of incorporation to remove Article IIIB, which contained the terms of the Company’s 4.65% Series B Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Stock (the Series B Preferred Stock).”
PG&E Corp: Adopted amended and restated bylaws to remove classified board provisions, clarify director election terms, specify officer election/removal by the Board, and empower the Board to delegate sub-officer elections (effective 2024-12-12).
“On December 12, 2024, each of the Boards adopted amended and restated bylaws (the “Amended and Restated Bylaws”), which became effective the same day.”
MSC INCOME FUND, INC.: Filed Articles of Amendment to effect a 2-for-1 reverse stock split of common stock (effective 2024-12-16).
“On December 16, 2024, pursuant to approval by its board of directors, MSC Income Fund, Inc. (the “Company”) completed a 2-for-1 reverse stock split (the “Reverse Stock Split”) of the Company’s issued and outstanding shares of common stock, par value $0.001 per share (“Common Stock”), by filing Articles of Amendment (the “Amendment”) with the State Department of Assessments and Taxation of the State of Maryland (“SDAT”) pursuant to the Maryland General Corporation Law.”
PALVELLA THERAPEUTICS, INC.: As a result of the Merger, the Company ceased being a shell company (effective 2024-12-13).
“As a result of the Merger, the Company ceased being a shell company.”
PALVELLA THERAPEUTICS, INC.: The Company increased the number of authorized shares of common stock from 3,750,000 to 200,000,000 pursuant to an amendment to the Amended and Restated Articles of Incorporation (effective 2024-12-13).
“In connection with the consummation of the Merger, the Company increased the number of authorized shares of the Company’s common stock from 3,750,000 to 200,000,000 pursuant to an amendment to the Amended and Restated Articles of Incorporation of the Company.”
PALVELLA THERAPEUTICS, INC.: The Company amended its Amended and Restated Articles of Incorporation to change its name from Pieris Pharmaceuticals, Inc. to Palvella Therapeutics, Inc (effective 2024-12-13).
“In connection with the consummation of the Merger, the Company changed its name from "Pieris Pharmaceuticals, Inc." to "Palvella Therapeutics, Inc." pursuant to an amendment to the Amended and Restated Articles of Incorporation to the Company.”
Lucky Strike Entertainment Corp: Amended bylaws to reflect company name change from Bowlero Corp. to Lucky Strike Entertainment Corporation (effective 2024-12-12).
“the Certificate of Incorporation and the Amended and Restated Bylaws of the Company were each amended to reflect the change of its name from Bowlero Corp. to Lucky Strike Entertainment Corporation.”
Lucky Strike Entertainment Corp: Amended certificate of incorporation to change company name from Bowlero Corp. to Lucky Strike Entertainment Corporation (effective 2024-12-12).
“the Certificate of Incorporation and the Amended and Restated Bylaws of the Company were each amended to reflect the change of its name from Bowlero Corp. to Lucky Strike Entertainment Corporation.”
WinVest Acquisition Corp.: Approved amendment to certificate of incorporation to extend the Termination Date from December 17, 2024 to up to June 17, 2025, with monthly extension options (effective 2024-12-16).
“At the Extension Meeting, the Company’s stockholders approved an amendment to the Company’s amended and restated certificate of incorporation, as amended (the “Certificate of Incorporation,” and such amendment, the “Extension Amendment”), to extend the Termination Date from December 17, 2024 (the “Current Termination Date”) to the Charter Extension Date, and to allow the Company, without another stockholder vote, to elect to extend the Termination Date on a monthly basis for up to five times by an additional one month (or such shorter period as may be requested by the Sponsor) each time (each, an “Extension”) after the Charter Extension Date, by resolution of the Company’s board of directors, if requested by the Sponsor, and upon five days’ advance notice prior to the applicable Termination Date, until June 17, 2025”
IO Biotech, Inc.: Adopted amended and restated bylaws with revisions to stockholder nomination mechanics, Rule 14a-19 compliance, meeting procedures, DGCL conformity, and ministerial changes (effective 2024-12-13).
“On December 13, 2024, the board of directors (the “Board”) of IO Biotech, Inc. (the “Company”) adopted amended and restated bylaws of the Company (the bylaws, as so amended and restated, the “Amended and Restated Bylaws”), effective immediately.”
Anteris Technologies Global Corp.: Amended and Restated Bylaws adopted, including board authority to amend bylaws, supermajority vote requirement, and advance notice provisions (effective 2024-12-13).
“Also on December 13, 2024, the Company adopted its Amended and Restated Bylaws (the “Restated Bylaws”).”
Anteris Technologies Global Corp.: Second Amended and Restated Certificate of Incorporation containing supermajority vote requirement, no written consent, and advance notice provisions (effective 2024-12-13).
“On December 13, 2024, the Company filed its Second Amended and Restated Certificate of Incorporation (the “Second Amended and Restated Certificate”) with the Secretary of State of the State of Delaware.”
LA-Z-BOY INC: Amended and restated bylaws modifying procedural mechanics and disclosure requirements for shareholder nominations and proposals (effective 2024-12-10).
“On December 10, 2024, the Board of Directors (the “Board”) of La-Z-Boy Incorporated (the “Company”) adopted amended and restated bylaws of the Company (the bylaws, as so amended and restated, the “Amended and Restated Bylaws”), effective immediately.”
SIGA TECHNOLOGIES INC: Amended and restated bylaws with updates to stockholder nomination requirements, universal proxy rules, stockholder list provisions, proxy card color, and ministerial changes (effective 2024-12-10).
“Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On December 10, 2024, the Board of Directors (the “Board”) of SIGA Technologies, Inc. (the “Company”), upon the recommendation of the Nominating and Corporate Governance Committee of the Board, amended and restated the Company’s Amended and Restated By-laws (as so amended and restated, the “By-laws”), effective as of such date.”
TELEPHONE & DATA SYSTEMS INC /DE/: Amended and restated bylaws to align with Delaware law and revise advance notice provisions for stockholder nominations and proposals (effective 2024-12-13).
“Among other things, the Amended and Restated Bylaws: (1) align the Company’s bylaws with developments in Delaware law and current practice and (2) revise the advance notice provisions regarding procedural and disclosure requirements for stockholders’ director nominations and proposals for other business.”
bluebird bio, Inc.: Effected a 1-for-20 reverse stock split of common stock via a Certificate of Amendment to the Amended and Restated Certificate of Incorporation (effective 2024-12-12).
“On December 12, 2024, bluebird bio, Inc. (the "Company") filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation, as amended (the "Charter Amendment") with the Secretary of State of the State of Delaware to effect a 1-for-20 reverse stock split (the "Reverse Stock Split") of the Company's common stock, par value $0.01 per share (the "Common Stock"), effective December 12, 2024 at 5:00 p.m., Eastern Time (the "Effective Time")”
RARE ELEMENT RESOURCES LTD: Adopted revised Code of Business Conduct and Ethics, with changes including clarifying compliance when working from home, requiring public disclosure of waivers, emphasizing safety policies, and noting conflict with other activities (effective 2024-12-11).
“On December 11, 2024, Rare Element Resources Ltd. (the “ Company ”) adopted a revised Code of Business Conduct and Ethics (the “ Code ”). The changes to the Code include, among other things: (1) clarifying that the Company’s employees and directors must comply with the Code, including when working from any home office location; (2) requiring that all waivers of or changes to the Code be publicly disclosed in compliance with any applicable rules of the OTCQB Venture Marketplace; (3) emphasizing strict adherence to the Company’s safety and health policies and procedures, including the obligation to report any known or suspected unsafe working conditions; and (4) noting that the Company’s employees should not engage in other activities that conflict with their time and attention required to perform their Company-assigned duties and responsibilities.”
ASSEMBLY BIOSCIENCES, INC.: Amended and restated bylaws to update advance notice provisions, deadlines, proxy card color, director nominee requirements, and stockholder notice updates (effective 2024-12-12).
“On December 12, 2024, the Board of Directors (the “Board”) of Assembly Biosciences, Inc. (the “Company”) approved an amendment and restatement of the Company’s Amended and Restated Bylaws (the “Amended Bylaws”), effective as of such date.”
CrowdStrike Holdings, Inc.: Filing of Certificate of Retirement to retire Class B Common Stock shares and reduce authorized capital stock (effective 2024-12-12).
“On December 12, 2024, the Company filed the Certificate of Retirement with the Secretary of State of the State of Delaware to effect the retirement of the shares of Class B Common Stock that were issued but not outstanding following the Conversion and to accordingly reduce the Company’s total number of authorized shares of capital stock by the number of retired shares of Class B Common Stock.”
ServiceTitan, Inc.: Amended and restated bylaws became effective in connection with IPO closing (effective 2024-12-13).
“and its amended and restated bylaws (the “Bylaws”) became effective, in connection with the closing of the initial public offering of shares of the Company’s Class A common stock”
ServiceTitan, Inc.: Amended and restated certificate of incorporation filed in connection with IPO closing (effective 2024-12-13).
“On December 13, 2024, ServiceTitan, Inc. (the “Company”) filed its amended and restated certificate of incorporation (the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware”
CPI Card Group Inc.: Adopted Fourth Amended and Restated Bylaws to align with Delaware law, update meeting procedures, clarify stockholder nomination and proposal requirements, address Universal Proxy Rules, require director nominee interviews, and make administrative updates (effective 2024-12-10).
“On December 10, 2024, in connection with a periodic review of the Third Amended and Restated Bylaws of CPI Card Group Inc. (the “Company”), the Board of Directors adopted and approved the Company’s Fourth Amended and Restated Bylaws (the “Fourth A&R Bylaws”), effective immediately.”
HERTZ GLOBAL HOLDINGS, INC: Board approved amendment and restatement of bylaws, primarily to address Universal Proxy Rule and other updates (effective 2024-12-11).
“Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. As part of a broader review of its governance practices and in response to amendments to the federal proxy rules adopted by the United States Securities and Exchange Commission, on December 11, 2024, the Board of Directors (the “Board”) of the Company , acting upon the recommendation of the Governance Committee of the Board, approved the amendment and restatement of the Company’s Second Amended and Restated Bylaws, effective as of such date (as amended and restated, the “Third Amended and Restated Bylaws”).”
Interactive Strength, Inc.: Amended Certificate of Designation of Series B Convertible Preferred Stock to delete mandatory conversion provision, add voluntary conversion, and clarify conversion price of $32.827 per share (effective 2024-12-10).
“On December 10, 2024, Interactive Strength Inc., a Delaware corporation (the “Company”), filed a Certificate of Amendment (the “CoD Amendment”) to the Company’s Certificate of Designation of Series B Convertible Preferred Stock (“Series B”) with the Secretary of State of the State of Delaware to delete the mandatory conversion provision and to add a provision allowing the holders of Series B to voluntarily convert the shares of Series B that they hold. The CoD Amendment also clarifies that the conversion price of the Series B is $32.827 per share. The CoD Amendment became effective with the Secretary of State of the State of Delaware upon filing.”
Childrens Place, Inc.: Amended and restated bylaws to revise special stockholder meeting requirements, board vacancies and other minor clean-up revisions (effective 2024-12-10).
“On December 10, 2024, the Board approved and adopted an amendment and restatement of the Company's bylaws (as amended and restated, the “Eighth Amended and Restated Bylaws”), which became effective the same day, to revise special stockholder meeting requirements, board vacancies and other minor clean-up revisions.”
LUMOS PHARMA, INC.: Bylaws of Merger Sub became bylaws of Surviving Corporation.
“the bylaws of Merger Sub as in effect immediately prior to the Effective Time became the bylaws of the Surviving Corporation, as set forth on Exhibit 3.2 to this Current Report on Form 8-K and is incorporated herein by reference”
LUMOS PHARMA, INC.: Certificate of incorporation amended and restated in its entirety.
“the Surviving Corporation’s certificate of incorporation was amended and restated in its entirety, as set forth on Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference”
Palo Alto Networks Inc: 公司修订了注册证书以实施2-for-1股票分割，将授权普通股从10亿股增加到20亿股，于2024年12月12日生效 (effective 2024-12-12).
“On November 20, 2024, the Company announced that its Board of Directors had approved a two-for-one stock split (the “ Stock Split ”) of its outstanding shares of common stock to be effected through an amendment to the Company’s Restated Certificate of Incorporation (the “ Amendment ”). The Company filed the Amendment with the Secretary of State of the State of Delaware to effect the Stock Split and proportionately increase the number of shares of the Company’s authorized common stock from 1.0 billion to 2.0 billion. The Amendment, which became effective at 4:01 p.m. Eastern Standard Time on December 12, 2024, is filed as Exhibit 3.1 hereto.”
PALVELLA THERAPEUTICS, INC.: Increased authorized shares of common stock from 3,750,000 to 200,000,000 (effective 2024-12-12).
“At the Special Meeting, the Company’s stockholders approved an amendment to the amended and restated articles of incorporation of the Company (the “Authorized Share Increase Amendment”) to implement an increase in the number of authorized shares of common stock from 3,750,000 to 200,000,000 (the “Share Increase”). On December 12, 2024, the Company filed the Share Increase Amendment with the Nevada Secretary of State to effect the Share Increase effective on December 12, 2024.”
REVIVA PHARMACEUTICALS HOLDINGS, INC.: Increased authorized common stock from 115,000,000 to 315,000,000 (effective 2024-12-10).
“On December 10, 2024, the Company filed the Certificate of Amendment with the Secretary of State of the State of Delaware and such amendment became effective immediately.”
SmartKem, Inc.: 推迟Series A-1优先股股息开始日期至2025年1月31日 (effective 2024-12-11).
“On December 11, 2024, the Company filed a Certificate of Amendment to the Certificate of Designation with the Secretary of State of the State of Delaware (the “Certificate of Amendment”) to effect the Amendment.”
Blaize Holdings, Inc.: Amended the charter to extend the business combination deadline from December 15, 2024 to May 15, 2025 on a month-to-month basis (effective 2024-12-09).
“As approved by its stockholders at the Special Annual Meeting held on December 09, 2024, the Company filed an amendment to its second amended and restated certificate of incorporation (the “ Charter ”) with the Delaware Secretary of State (the “ Charter Amendment ”), to extend the date by which BurTech has to consummate a business combination from December 15, 2024 to May 15, 2025 on a month-to-month basis.”
Global Interactive Technologies, Inc.: Amended bylaws to set quorum requirement at 33 1/3 of outstanding shares entitled to vote and to update bylaw name to reflect name change (effective 2024-12-05).
“On November 20, 2024, the Company approved an amendment to its bylaws of the Company (the “Bylaws Amendment”). The Bylaws Amendment, which was adopted and effective as of December 5, 2024, allows the holders of 33 1/3 of the outstanding shares of stock entitled to vote to constitute a quorum at a meeting of stockholders for the transaction of any business. Also effective December 5, 2024, the by-laws will now be referred to as the Bylaws of Global Interactive Technologies, Inc. to reflect the Company’s Name Change.”
Global Interactive Technologies, Inc.: Amended certificate of incorporation to change company name to Global Interactive Technologies, Inc (effective 2024-12-05).
“On December 5, 2024, Hanryu Holdings, Inc., a Delaware corporation (the “Company”), filed an amendment to its Certificate of Incorporation with the Secretary of State of the State of Delaware (the “Amendment”), changing the name of the Company to “Global Interactive Technologies, Inc.” (the “Name Change”). The Amendment became effective on December 5, 2024.”
New ERA Energy & Digital, Inc.: Ceased to be a shell company upon business combination.
“As a result of the Business Combination, ROCL ceased being a shell company.”
New ERA Energy & Digital, Inc.: Adopted a new Code of Ethics and Business Conduct (effective 2024-12-06).
“In connection with the Business Combination, on December 6, 2024, the Board approved and adopted a new Code of Ethics and Business Conduct applicable to all employees, officers and directors of the Company, including the Company’s principal executive officer, principal financial officer and principal accounting officer or controller (or persons performing similar functions to the aforementioned officers).”
New ERA Energy & Digital, Inc.: Amended and restated bylaws to set procedures for director nominations.
“The Board approved and adopted the Amended and Restated Bylaws of Holdings (the “Amended Bylaws”) to among other things, set the procedures to nominate directors.”
New ERA Energy & Digital, Inc.: Amended and restated certificate of incorporation to change company name, increase authorized shares, create preferred stock, and remove SPAC provisions.
“At the Special Meeting, ROCL’s stockholders also approved the Second Amended and Restated Certificate of Incorporation of ROCL (“Amended Charter”) to, among other things, change the Combined Company’s name to “New Era Helium Inc.”, increase the total number of authorized shares of the Company’s common stock from 25,000,000 to 75,000,000 shares of capital stock, consisting of 70,000,000 shares of common stock and 5,000,000 shares of preferred stock; create a class of preferred stock and authorize 5,000,000 shares of preferred stock; and remove provisions relating to the operation of ROCL as a special purpose acquisition corporation prior to the Closing.”
ENTERGY CORP /DE/: Amendment to Restated Certificate of Incorporation to effect a two-for-one forward stock split and increase authorized common stock from 499,000,000 to 998,000,000 shares (effective 2024-12-12).
“On December 11, 2024, the Company filed the Amendment to effect the Stock Split and proportionately increase the number of shares of the Company’s authorized common stock from 499,000,000 shares to 998,000,000 shares. The Amendment, which became effective at 5:00 p.m. Eastern Time on December 12, 2024”
Facts are extracted by an LLM and gated to those whose source quote is present verbatim in the filing text. Coverage is best-effort while backfill and monitoring mature; this is not yet a full-market index. See methodology.