NovaBay shareholders approve 5B authorized shares, officer exculpation, and 2026 equity plan

This filing

The Second Amended and Restated Certificate of Incorporation reflects changes to the following provisions of the Company’s previous amended and restated certificate of incorporation (the “Prior Charter”) (i) to remove the prohibition against stockholder action by written consent; (ii) to exculpate officers from monetary damages to the fullest extent under applicable law in limited circumstances; and (iii) to provide that the Company is authorized to issue a total of 5,000,000,000 shares of common stock, par value $0.01 per share (the “Common Stock”).

Comparable filing

On May 28, 2026, the Company filed with the Department of State of the State of New York a Certificate of Amendment to Certificate of Incorporation to change our corporate name from Dime Community Bancshares, Inc. to Dime Commercial Bancshares, Inc., effective immediate.

This filing

The Second Amended and Restated Certificate of Incorporation reflects changes to the following provisions of the Company’s previous amended and restated certificate of incorporation (the “Prior Charter”) (i) to remove the prohibition against stockholder action by written consent; (ii) to exculpate officers from monetary damages to the fullest extent under applicable law in limited circumstances; and (iii) to provide that the Company is authorized to issue a total of 5,000,000,000 shares of common stock, par value $0.01 per share (the “Common Stock”).

Comparable filing

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. The disclosure contained in

This filing

The Second Amended and Restated Certificate of Incorporation reflects changes to the following provisions of the Company’s previous amended and restated certificate of incorporation (the “Prior Charter”) (i) to remove the prohibition against stockholder action by written consent; (ii) to exculpate officers from monetary damages to the fullest extent under applicable law in limited circumstances; and (iii) to provide that the Company is authorized to issue a total of 5,000,000,000 shares of common stock, par value $0.01 per share (the “Common Stock”).

Comparable filing

At the Annual Meeting, the Company's stockholders approved an amendment (the "Amendment") to the Company's Amended and Restated Certificate of Incorporation to effect a five-for-one forward stock split of the Company's Class A common stock and Class B common stock (the "Stock Split") and to proportionately increase the number of authorized shares of Class A common stock and Class B common stock (the "Authorized Share Increase").

This filing

The Second Amended and Restated Certificate of Incorporation reflects changes to the following provisions of the Company’s previous amended and restated certificate of incorporation (the “Prior Charter”) (i) to remove the prohibition against stockholder action by written consent; (ii) to exculpate officers from monetary damages to the fullest extent under applicable law in limited circumstances; and (iii) to provide that the Company is authorized to issue a total of 5,000,000,000 shares of common stock, par value $0.01 per share (the “Common Stock”).

Comparable filing

As previously disclosed, on November 12, 2025, Legato Merger Corp. III, a Cayman Islands exempted company (the “Company”), Einride AB, a limited liability company formed under the laws of Sweden (“Einride”), and Einride Cayman Sub Limited, a Cayman Islands exempted company and a direct, wholly-owned subsidiary of Einride (“Merger Sub”), entered into a Business Combination Agreement (“BCA”). Pursuant to the BCA, the Company will merge with and into Merger Sub, with Merger Sub surviving the merger (“Merger”). As a result of the Merger, Merger Sub will continue as a direct, wholly-owned subsidiary of Einride, with the shareholders of the Company becoming shareholders of Einride. On May 5, 2026, the Company held an extraordinary general meeting (the “Meeting”) to approve the following resolutions: ● to resolve as a special resolution, that the Company’s amended and restated memorandum and articles of association as adopted by special resolution dated February 5, 2024 with effect from Febru

This filing

The Second Amended and Restated Certificate of Incorporation reflects changes to the following provisions of the Company’s previous amended and restated certificate of incorporation (the “Prior Charter”) (i) to remove the prohibition against stockholder action by written consent; (ii) to exculpate officers from monetary damages to the fullest extent under applicable law in limited circumstances; and (iii) to provide that the Company is authorized to issue a total of 5,000,000,000 shares of common stock, par value $0.01 per share (the “Common Stock”).

Comparable filing

At the extraordinary general meeting of Silexion Therapeutics Corp (the “ Company ”) originally held on April 28, 2026 and reconvened on May 5, 2026 (the “ Meeting ”), the shareholders of the Company duly approved a resolution serving as an effective amendment to paragraph 5 of the Company’s amended and restated memorandum of association (the “ Memorandum Amendment”) , which increased the Company’s authorized share capital, as described in Item 5.07 below.

This filing

The Second Amended and Restated Certificate of Incorporation reflects changes to the following provisions of the Company’s previous amended and restated certificate of incorporation (the “Prior Charter”) (i) to remove the prohibition against stockholder action by written consent; (ii) to exculpate officers from monetary damages to the fullest extent under applicable law in limited circumstances; and (iii) to provide that the Company is authorized to issue a total of 5,000,000,000 shares of common stock, par value $0.01 per share (the “Common Stock”).

Comparable filing

On May 1, 2026, the Company filed a Certificate of Amendment to the Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware, which became effective upon filing.

This filing

The Second Amended and Restated Certificate of Incorporation reflects changes to the following provisions of the Company’s previous amended and restated certificate of incorporation (the “Prior Charter”) (i) to remove the prohibition against stockholder action by written consent; (ii) to exculpate officers from monetary damages to the fullest extent under applicable law in limited circumstances; and (iii) to provide that the Company is authorized to issue a total of 5,000,000,000 shares of common stock, par value $0.01 per share (the “Common Stock”).

Comparable filing

On May 5, 2026, the Company filed a Certificate of Retirement with the Secretary of State of the State of Delaware (the “Certificate of Retirement”) to effect the retirement of the 65,000 shares of Class B Common Stock that were issued but no longer outstanding following the Conversion. Pursuant to Section 243(b) of the DGCL, upon its effectiveness, the Certificate of Retirement had the effect of amending the Certificate of Incorporation to reduce the total number of authorized shares of common stock of the Company by 65,000, to 750,035,000, and to reduce the number of authorized shares of Class B Common Stock by 65,000, to 35,000.

This filing

The Second Amended and Restated Certificate of Incorporation reflects changes to the following provisions of the Company’s previous amended and restated certificate of incorporation (the “Prior Charter”) (i) to remove the prohibition against stockholder action by written consent; (ii) to exculpate officers from monetary damages to the fullest extent under applicable law in limited circumstances; and (iii) to provide that the Company is authorized to issue a total of 5,000,000,000 shares of common stock, par value $0.01 per share (the “Common Stock”).

Comparable filing

the Company’s stockholders approved an amendment to the Company’s Certificate of Incorporation, as amended, to increase the number of authorized shares of our Common Stock from 30,000,000 shares of Common Stock to 130,000,000 shares of Common Stock (the “ Charter Amendment ”).