Charter, bylaw, and control-related changes under 8-K Items 5.03/5.05/5.06.
GLOBALINK INVESTMENT INC.: Amended certificate of incorporation to allow up to six monthly extensions of the termination date to June 9, 2025 (effective 2024-12-03).
“The Amendment of Charter allows the Company to extend the Termination Date by up to six (6) monthly extensions, to June 9, 2025 (each of which we refer to as an “ Extension ”, and such later date, the “ Extended Deadline ”).”
ESH Acquisition Corp.: On December 4, 2024, the Company filed an amendment to its Amended and Restated Certificate of Incorporation to extend the date by which it must consummate an initial business combination for up to 12 additional one-month periods after December 16, 2024 (ultimately no later than December 16, 2025) (effective 2024-12-04).
“On December 3, 2024, ESH Acquisition Corp. (the “Company”) held a special meeting of stockholders (the “Special Meeting”). At the Special Meeting, holders of 13,588,442 of the Company’s shares of common stock were represented in person or by proxy, which represented approximately 92.68% of the shares of common stock issued and outstanding and entitled to vote as of the record date of October 31, 2024. At the Special Meeting, the Company’s stockholders approved a proposal to amend the Company’s Amended and Restated Certificate of Incorporation to provide the Company with the right to extend the date by which the Company must consummate its initial business combination (the “Business Combination”), for up to 12 additional one-month periods after December 16, 2024 (and ultimately no later than December 16, 2025) (the “Extension Amendment” and, such proposal, the “Extension Amendment Proposal”).”
ENTERGY CORP /DE/: The board adopted amended and restated bylaws effective immediately, aligning with Delaware law and current practice, and revising advance notice provisions for stockholder nominations and proposals, including clarifying and reducing disclosure obligations for nominating and proposing stockholders, (effective 2024-12-06).
“Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On December 6, 2024, the board of directors (the “ Board ”) of Entergy Corporation (the “ Company ”) adopted amended and restated bylaws of the Company (the bylaws, as so amended and restated, the “ Amended and Restated Bylaws ”), effective immediately. 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, including to clarify and, in some cases, reduce nominating and proposing stockholders’ disclosure obligations thereunder. The Amended and Restated Bylaws also implement non-substantive, technical, and conforming changes. The foregoing summary of the amendments effected by the Amended and Restated Bylaws does not purport to be complete and is qualified in”
VERIZON COMMUNICATIONS INC: Amended and restated bylaws to provide that a candidate for office may not serve as inspector, update stockholder nomination requirements, and make technical changes (effective 2024-12-05).
“On December 5, 2024, the Board of Directors of Verizon Communications Inc. (the Company) amended and restated the Company’s Bylaws (the Amended Bylaws), effective as of that date. The amendments (i) provide that a candidate for an office at an election may not serve as an inspector at such election, (ii) update certain information and representation requirements for stockholders submitting director nominations for inclusion in the Company’s proxy materials, and (iii) include certain other technical, clarifying and conforming changes.”
PG&E Corp: PG&E Corporation filed a Certificate of Determination to establish the preferences, limitations and relative rights of a new series of Preferred Stock, effective December 5, 2024 (effective 2024-12-05).
“On December 5, 2024, PG&E Corporation filed the Certificate of Determination with the Secretary of State of the State of California to establish the preferences, limitations and relative rights of the Preferred Stock. The Certificate of Determination became effective on December 5, 2024.”
WESTWOOD HOLDINGS GROUP INC reported a charter amendment (effective 2024-02-14).
“On February 14, 2024, the Board of Directors (the "Board") of Westwood Holdings Group, Inc. (the "Company") approved an amendment to the Company’s Amended and Restated Certificate of Incorporation. The stockholders of the Company voted to approve the amendment to the Company’s Amended and Restated Certificate of Incorporation at the Annual Meeting of Stockholders on May 1, 2024.”
Cboe Global Markets, Inc.: Amended bylaws to, among other things, increase threshold for calling special stockholder meetings to 25%, add procedural requirements, modify stockholder nomination and proposal procedures, address Universal Proxy Rules, modify proxy procedures, and permit lead director to call special board meetin (effective 2024-11-29).
“The Bylaws were amended to, among other things: • Provide that only the board of directors or stockholders that own at least 25% of the outstanding shares of the Company’s common stock can call a special meeting of stockholders;”
Iridium Communications Inc.: The Board of Directors amended and restated the Company's Bylaws to reflect statutory changes under Delaware law, clarify language, incorporate SEC rule changes, enhance advance notice provisions, and update various procedural and governance provisions (effective 2024-12-05).
“On December 5, 2024, the Board of Directors of Iridium Communications Inc. (the “Company”), upon recommendation of the Nominating and Corporate Governance Committee of the Board of Directors, approved the amendment and restatement of the Company’s Bylaws”
BILL Holdings, Inc.: Amendment to restated certificate of incorporation to permit exculpation of officers from personal liability for certain breaches of duty of care as permitted under DGCL (effective 2024-12-05).
“the stockholders of BILL Holdings, Inc. (the “Company”) approved a certificate of amendment (the “Certificate of Amendment”) to the Company’s restated certificate of incorporation, as amended, to permit the exculpation of certain officers as permitted pursuant to the Delaware General Corporation Law (the “DGCL”).”
KKR Private Equity Conglomerate LLC: Removed automatic conversion provisions for Class R-S, Class R-U, and Class R-I shares (effective 2024-12-04).
“On December 4, 2024, KKR Private Equity Conglomerate LLC (the “Company”) entered into the Sixth Amended and Restated Limited Liability Company Agreement (the “Sixth A&R LLCA”) of the Company, which amended and restated the Company’s Fifth Amended and Restated Limited Liability Company Agreement, dated as of June 21, 2024. The amendment and restatement effects certain changes, including, among other things, removing the automatic conversion provisions with respect to the Company’s Class R-S Shares, Class R-U Shares and Class R-I Shares.”
BankFinancial CORP: Approved and adopted an amendment and restatement of the Bylaws to provide stockholders with concurrent power to amend bylaws, declassify the Board, and provide for majority vote standard in uncontested elections, subject to stockholder approval of the Charter Amendment.
“The Board also approved and adopted an amendment and restatement of the Bylaws to, among other matters, (a) provide stockholders with the concurrent power to amend, alter or repeal the Bylaws or adopt new provisions of the Bylaws by the affirmative vote of stockholders entitled to cast a majority of the votes entitled to be cast on the matter, (b) declassify the Board and (c) provide for the election of a nominee for director in an uncontested election by the affirmative vote of a majority of the total votes cast for and against such nominee (the "Second Amended and Restated Bylaws").”
BankFinancial CORP: Declared advisable an amendment to the charter to provide that the Board's power to amend bylaws is non-exclusive and permit stockholders with concurrent power to amend bylaws, to be submitted for stockholder approval at the 2025 annual meeting (effective 2024-12-03).
“On December 3, 2024, the Board of Directors (the "Board") of BankFinancial Corporation, a Maryland corporation (the "Company"), adopted a resolution declaring an amendment to the charter of the Company advisable and directing that the amendment be submitted to the stockholders of the Company for consideration at the 2025 annual meeting of stockholders of the Company (the "Annual Meeting"). The amendment will provide that the Board's power to amend the bylaws of the Company (the "Bylaws") is non-exclusive and permit an amendment of the Bylaws to provide the stockholders of the Company with the concurrent power to amend the Bylaws (the "Charter Amendment").”
Cboe Global Markets, Inc.: Amended bylaws to modify special meeting threshold, add procedural requirements for stockholder nominations and proposals, and address universal proxy rules (effective 2024-11-29).
“On November 29, 2024, the Eighth Amended and Restated Bylaws (the “ Bylaws ”) of Cboe Global Markets, Inc. (the “ C ompany ”) became effective, following approval by the Company’s Board of Directors (the “ Board ”) and filing with the United States Securities and Exchange Commission.”
CaliberCos Inc.: Filed a Certificate of Designation to establish terms of Series A Convertible Preferred Stock (effective 2024-11-26).
“On November 26, 2024, CaliberCos Inc. (the “Company”) filed a Certificate of Designations, Preferences and Rights (the “Certificate of Designation”) with the Secretary of State of the State of Delaware to establish the preferences, voting powers, limitations as to dividends or other distributions, qualifications, terms and conditions of redemption and other terms and conditions of the Company’s Series A Convertible Preferred Stock, par value $0.001 (the “Series A Preferred Stock”).”
FOXO TECHNOLOGIES INC.: Authorized issuance of Series B and Series C Cumulative Convertible Redeemable Preferred Stock and established their rights, preferences and limitations (effective 2024-11-27).
“On November 27, 2024, FOXO Technologies Inc. a Delaware corporation (the “ Company ” or the “ Corporation ”) filed amendments to the Company’s Certificate of Incorporation (the “ Certificate of Incorporation ”), in the form of two Certificates of Designation (the “ Designations ”) that authorized for issuance of up to 7,500 shares of a new series of Preferred Stock, par value $0.0001 per share, of the Company designated “Series B Cumulative Convertible Redeemable Preferred Stock” (the “ Series B Preferred Stock ”) and that authorized for issuance of up to 5,000 shares of a new series of Preferred Stock, par value $0.0001 per share, of the Company designated “Series C Cumulative Convertible Redeemable Preferred Stock” (the “ Series C Preferred Stock ”) and established the rights, preferences and limitations thereof.”
S&T BANCORP INC: Amended By-Laws to update provisions for transition to uncertificated shares (effective 2024-12-04).
“In addition, S&T concurrently amended S&T’s By-Laws (as so amended and restated, the “Amended By-Laws”) to update certain provisions to accommodate the transition to uncertificated shares.”
S&T BANCORP INC: Amended Articles of Incorporation to permit uncertificated shares of common and preferred stock (effective 2024-12-04).
“On December 4, 2024, S&T Bancorp, Inc. (“S&T”), amended S&T’s Articles of Incorporation (as so amended and restated, the “Amended Articles”) to provide that all shares of S&T’s common stock, par value $2.50 per share (the “Common Stock”) and any preferred stock (“Preferred Stock”) will be issued solely in uncertificated form, except that shares represented by a certificate that is issued and outstanding will continue to be represented by such certificate until the same is surrendered to the Company.”
Cardiff Lexington Corp: Amended certificates of designation for Series B, C, E, I, and Y Preferred Stock to adjust conversion prices for reverse stock splits and increase authorized shares of Series Y Preferred Stock from 1,000,000 to 1,250,000 (effective 2024-11-27).
“On November 27, 2024, Cardiff Lexington Corporation (the “ Company ”) filed Certificates of Amendment to the Certificates of Designation for the Company’s Series B Preferred Stock, Series C Preferred Stock, Series E Preferred Stock, Series I Preferred Stock and Series Y Senior Convertible Preferred Stock (the “ Amendments ”) with the Nevada Secretary of State’s Office, pursuant to which (i) the Certificates of Designation for the Company’s Series B Preferred Stock, Series C Preferred Stock, Series E Preferred Stock and Series I Preferred Stock were amended to provide that the conversion prices for such series of Preferred Stock shall be subject to adjustment for reverse stock splits or other stock combinations with respect to the Company’s Common Stock and (ii) the Certificate of Designation for the Company’s Series Y Senior Convertible Preferred Stock was amended to increase the number of authorized shares of Series Y Senior Convertible Preferred Stock from 1,000,000 shares to 1,250,0”
DOLLAR TREE, INC.: Decreased the number of directors from 10 to nine (effective 2024-12-03).
“The amendment revises Article III, Section 2 of the By-Laws to decrease the number of directors from 10 to nine.”
MKS INC: Amended and restated bylaws to declassify the Board and enhance stockholder nomination procedures (effective 2024-12-02).
“On December 2, 2024, the Board of Directors (the “Board”) of MKS Instruments, Inc. (the “Company”) approved and adopted the Second Amended and Restated By-Laws of the Company (the “Second Amended and Restated By-Laws”), effective as of the same date.”
TechTarget Holdings Inc.: Former TechTarget amended and restated its certificate of incorporation to reflect the changes contemplated by the Transaction Agreement (effective 2024-12-03).
“On December 3, 2024, Former TechTarget amended and restated its certificate of incorporation (the “ Amended and Restated Charter ”) and its bylaws (the “ Amended and Restated Bylaws ”) to reflect the changes contemplated by the Transaction Agreement and described in the Combined Proxy Statement/Prospectus.”
TechTarget Holdings Inc.: Former TechTarget amended and restated its bylaws to reflect the changes contemplated by the Transaction Agreement (effective 2024-12-03).
“On December 3, 2024, Former TechTarget amended and restated its certificate of incorporation (the “ Amended and Restated Charter ”) and its bylaws (the “ Amended and Restated Bylaws ”) to reflect the changes contemplated by the Transaction Agreement and described in the Combined Proxy Statement/Prospectus.”
TechTarget Holdings Inc.: TechTarget Holdings Inc. amended its certificate of incorporation to change the corporate name from 'TechTarget, Inc.' to 'TechTarget Holdings Inc.' (effective 2024-12-02).
“on December 2, 2024, Former TechTarget amended its certificate of incorporation to change the corporate name of Former TechTarget from “TechTarget, Inc.” to “TechTarget Holdings Inc.” (the “ Amendment ”).”
Charging Robotics Inc.: Reduced authorized common stock from 2,990,000,000 shares to 50,000,000 shares (effective 2024-12-02).
“On December 2, 2024, Charging Robotics Inc. (the “Company”) filed an amended and restated certificate of incorporation with the Delaware Secretary of State (the “Amended and Restated Certificate of Incorporation”) to reduce the Company’s authorized common stock, par value $0.0001 (the “Common Stock”) from 2,990,000,000 to 50,000,000 (the “Reduction of Authorized Capital”).”
Beeline Holdings, Inc.: Filed Certificate of Correction of Series F-1 Preferred Stock to correct beneficial ownership limitation scope error and clarify voting rights provision (effective 2024-11-27).
“On November 27, 2024 Eastside filed with the Nevada Secretary of State a Certificate of Correction of the Certificate of Designation of the Series F-1 Preferred Stock.”
Beeline Holdings, Inc.: Filed Certificate of Correction of Series F Preferred Stock to correct beneficial ownership limitation scope error exempting executive officers and directors (effective 2024-11-27).
“On November 27, 2024 Eastside filed with the Nevada Secretary of State a Certificate of Correction of the Certificate of Designation of the Series F Preferred Stock.”
Beeline Holdings, Inc.: Filed Certificate of Correction of Series G Preferred Stock to include a floor price on conversion price (effective 2024-12-02).
“On December 2, 2024, Eastside filed with the Nevada Secretary of State a Certificate of Correction of the Certificate of Designation of the Series G Preferred Stock to include a floor price under which the conversion price of the Series G cannot be reduced, which floor price is equal to 20% of the Minimum Price as that term is defined by the rules and regulations of The Nasdaq Stock Market LLC.”
Beeline Holdings, Inc.: Filed Certificate of Designation of Series G Preferred Stock (effective 2024-11-26).
“On November 26, 2024 Eastside filed with the Nevada Secretary of State a Certificate of Designation of 6,000,000 shares of Series G Preferred Stock.”
Arista Networks, Inc.: Amendment to Amended and Restated Certificate of Incorporation to effect a four-for-one forward stock split and increase authorized common stock from 1,000,000,000 to 4,000,000,000 shares (effective 2024-12-03).
“On December 3, 2024, the Company filed an amendment (the “Amendment”) to the Company’s Amended and Restated Certificate of Incorporation 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 1,000,000,000 to 4,000,000,000.”
Aptevo Therapeutics Inc.: Amended certificate of incorporation to effect a 1-for-37 reverse stock split (effective 2024-12-03).
“Accordingly, on December 2, 2024, the Company filed a Certificate of Amendment of Amended and Restated Certificate of Incorporation (the “Amendment”) with the Secretary of State of the State of Delaware to effect the Reverse Stock Split. The Amendment was effective at 5:01 p.m. Eastern Time on December 3, 2024 (the “Effective Time”).”
Ensysce Biosciences, Inc.: Amended Certificate of Incorporation to effect a 1-for-15 reverse stock split (effective 2024-12-06).
“On November 27, 2024, Ensysce Biosciences, Inc. (the “Company” or “we” or “our”) filed an amendment to the Company’s Third 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-fifteen (1-for-15) reverse stock split (the “Reverse Stock Split”) of our common stock, par value $0.0001 (the “Common Stock”).”
Vizio Holding Corp.: Amended and restated bylaws upon merger.
“Effective upon the completion of the Merger, the bylaws of VIZIO, as in effect immediately prior to the Merger, were amended and restated to be in the form of the bylaws attached as Exhibit 3.2 hereto, which is incorporated herein by reference.”
Vizio Holding Corp.: Amended and restated certificate of incorporation upon merger.
“Effective upon the completion of the Merger, the certificate of incorporation of VIZIO, as in effect immediately prior to the Merger, was amended and restated to be in the form of the certificate of incorporation attached as Exhibit 3.1 hereto, which is incorporated herein by reference.”
Global Star Acquisition Inc.: Approved Charter Amendment to extend the business combination deadline from December 22, 2024 to June 22, 2025, and decrease the monthly extension fee (effective 2024-12-22).
“At the Meeting, the Company’s stockholders approved the Charter Amendment, which extends the date by which the Company must consummate its initial business combination from December 22, 2024 to June 22, 2025, subject to the approval of the Board of Directors of the Company (the “Board”), provided the sponsor or its designees deposit into the trust account the lesser of: (i) $60,000 or (ii) $0.02 per share for each public share that is not redeemed in connection with the Meeting, prior to the commencement of each extension period (the “ Extension ”).”
TechTarget, Inc.: Adopted a code of conduct applicable to principal executive officer, principal financial officer, principal accounting officer, and controller, relating to elements of a code of ethics under Item 406(b) (effective 2024-12-03).
“adopted a code of conduct that applies to its principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions and that relates to elements of the code of ethics definition enumerated in Item 406(b) of Regulation S-K”
TechTarget, Inc.: Amended and restated bylaws to reflect changes contemplated by the Transaction Agreement (effective 2024-12-03).
“amended and restated its certificate of incorporation (the “ Amended and Restated Charter ”) and its bylaws (the “ Amended and Restated Bylaws ”) to reflect the changes contemplated by the Transaction Agreement and described in the Combined Proxy Statement/Prospectus.”
TechTarget, Inc.: Amended and restated certificate of incorporation to reflect changes contemplated by the Transaction Agreement (effective 2024-12-03).
“amended and restated its certificate of incorporation (the “ Amended and Restated Charter ”) and its bylaws (the “ Amended and Restated Bylaws ”) to reflect the changes contemplated by the Transaction Agreement and described in the Combined Proxy Statement/Prospectus.”
TechTarget, Inc.: Amended certificate of incorporation to change corporate name from Toro CombineCo, Inc. to TechTarget, Inc (effective 2024-12-03).
“amended its certificate of incorporation to change the corporate name of New TechTarget from “Toro CombineCo, Inc.” to “TechTarget, Inc.” (the “ Amendment ”)”
CITIGROUP INC: Established a new series of preferred stock (6.750% Fixed Rate Reset Noncumulative Preferred Stock, Series EE) and amended the Restated Certificate of Incorporation (effective 2024-12-02).
“On December 2, 2024, Citigroup Inc. filed a Certificate of Designations with the Secretary of State of the State of Delaware, establishing the designations, preferences, powers and rights of the shares of a new series of Citigroup preferred stock, 6.750% Fixed Rate Reset Noncumulative Preferred Stock, Series EE. The Certificate of Designations amended Citigroup’s Restated Certificate of Incorporation, as amended, and was effective immediately on filing.”
Rithm Property Trust Inc.: Adopted Second Amended and Restated Bylaws to reflect corporate name change to Rithm Property Trust Inc (effective 2024-12-02).
“In connection with its name change, the Company’s board of directors adopted the Second Amended and Restated Bylaws to reflect the corporate name Rithm Property Trust Inc., also effective on December 2, 2024.”
Rithm Property Trust Inc.: Changed corporate name from Great Ajax Corp. to Rithm Property Trust Inc. via Articles of Amendment (effective 2024-12-02).
“On December 2, 2024, Rithm Property Trust Inc. (the “Company”) filed Articles of Amendment to its charter with the Secretary of State of the State of Maryland to change its corporate name from Great Ajax Corp. to Rithm Property Trust Inc., effective December 2, 2024.”
American Outdoor Brands, Inc.: Eliminated supermajority vote provisions for amending the bylaws and made other administrative changes (effective 2024-11-27).
“As disclosed in Item 5.07 below, at the 2024 Annual Meeting stockholders approved certain amendments to the Company’s Amended and Restated Bylaws in order to eliminate supermajority vote provisions for amending the Company’s Bylaws (the “Approved Bylaws Amendments”). These Approved Bylaws Amendments, along with other administrative changes, were previously approved by the Board, subject to stockholder approval, and became effective immediately upon the filing of the Certificate of Amendment of Amended and Restated Certificate of Incorporation of the Company with the Delaware Secretary of State on November 27, 2024.”
American Outdoor Brands, Inc.: Eliminated supermajority vote provisions for amending the certificate of incorporation (effective 2024-11-27).
“As disclosed in Item 5.07 below, at the Annual Meeting of Stockholders of American Outdoor Brands, Inc. (the “Company”) held November 25, 2024 (the “2024 Annual Meeting”), stockholders approved certain amendments to the Company’s Amended and Restated Certificate of Incorporation in order to eliminate supermajority vote provisions for amending the Company’s Certificate of Incorporation and Bylaws (the “Approved Certificate Amendments”). These Approved Certificate Amendments were previously approved by the Board, subject to stockholder approval, and became effective upon the filing of the Certificate of Amendment of Amended and Restated Certificate of Incorporation of the Company with the Delaware Secretary of State on November 27, 2024.”
Longboard Pharmaceuticals, Inc.: Amended and restated the bylaws in their entirety in connection with a merger.
“Pursuant to the terms of the Merger Agreement, at the Effective Time, the Company’s certificate of incorporation and bylaws were amended and restated in their entirety, as set forth in Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.”
Longboard Pharmaceuticals, Inc.: Amended and restated the certificate of incorporation in its entirety in connection with a merger.
“Pursuant to the terms of the Merger Agreement, at the Effective Time, the Company’s certificate of incorporation and bylaws were amended and restated in their entirety, as set forth in Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.”
Senti Biosciences, Inc.: Filed Certificate of Designation with Delaware Secretary of State designating 21,200 shares of Series A Preferred Stock with stated value of $2,250.00 per share, setting forth rights, preferences and limitations (effective 2024-12-02).
“on December 2, 2024, the Company filed the Certificate of Designation with the Delaware Secretary of State designating 21,200 shares of its authorized and unissued preferred stock as Series A Preferred Stock, each with a stated value of $2,250.00 per share”
KEY TRONIC CORP: Amended and restated By-Laws to update advance notice provisions, add procedural requirements, clarify board authority, and incorporate ministerial changes, effective immediately upon Board approval on November 25, 2024 (effective 2024-11-25).
“On November 25, 2024, the Board of Directors of Key Tronic Corporation (the “Company”) approved amended and restated By-Laws of the Company, effective immediately (as so amended and restated, the “By-Laws”). Among other things, the amendments to the By-Laws: • update the notice period for shareholders to bring matters before the annual, or any special, meeting of shareholders (the “advance notice provisions”) to be not earlier than the 120 th day and not later than the 90 th day prior to the first anniversary of the preceding year’s annual meeting; • add procedural and informational requirements for a shareholder proposing business or a nominee for election as a director under the advance notice provisions, including to verify, update or supplement required information; • clarify the Board’s authority to determine whether a shareholder’s proposal brought under the advance notice provisions is proper for action at the annual meeting; and • incorporate certain ministerial, modernizing, c”
Transportation & Logistics Systems, Inc.: Filed a Certificate of Correction to withdraw an unauthorized reverse stock split and revert authorized and outstanding shares to prior amounts as set forth in December 1, 2023 filing (effective 2024-11-25).
“Therefore, on November 25, 2024, we filed a Certificate of Correction (the “ Certificate of Correction ”) with the Nevada Secretary of State to withdraw the filing of the unauthorized December 2023 Certificate and revert the Company’s authorized and outstanding common stock and preferred stock to 50,000,000,000 authorized shares of common stock and 10,000,000 authorized shares of preferred stock as set forth in the Company’s Certificate of Change filed with the Nevada Secretary of State on December 1, 2023.”
Virpax Pharmaceuticals, Inc.: Reduced the quorum requirement for shareholder meetings from a majority of voting power to 34% of voting power (effective 2024-11-27).
“On November 27, 2024, Virpax Pharmaceuticals, Inc. (the “Company”) amended its Amended and Restated Bylaws (the “Bylaws”) to modify the quorum requirement for shareholder meetings. The amendment reduced the quorum threshold from a majority of the voting power of the Company’s outstanding shares entitled to vote at a meeting to 34% of such voting power.”
Transcode Therapeutics, Inc.: Amended certificate of incorporation to effect a 1-for-33 reverse stock split of common stock (effective 2024-12-04).
“On November 26, 2024, TransCode Therapeutics, Inc., (the “Company”) filed with the Secretary of State of the State of Delaware a Certificate of Amendment (the “Certificate of Amendment”) to its Amended and Restated Certificate of Incorporation to effect a 1-for-33 reverse stock split (the “Reverse Split”) of the Company’s issued and outstanding shares of common stock, par value $0.0001 per share (the “Common Stock”), as of 12:01 a.m. Eastern Time on December 4, 2024 (the “Effective Time”).”
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.