Other Information
−Removed: Table of Content s
+Added: On August 5, 2024, the Board adopted and approved, effective immediately, amended and restated bylaws (the “Amended and Restated Bylaws”) of the Company to, among other things:
+Added: • provide new advance notice procedures and disclosure requirements for stockholder nomination of directors and stockholder submission of proposals for consideration at the Company’s annual meetings of the stockholders in accordance with the time periods set forth in the Amended and Restated Bylaws for delivery of timely notice to the Company.
+Added: With respect to stockholder nomination of directors, the new procedures, among other things, require that a proposing stockholder’s notice include certain detailed information about the proposed nominee and
+Added: the proposing stockholder so that the Company can determine the eligibility of such nominee to serve as an independent director of the Company and understand the independence, or lack thereof, of such nominee.
+Added: • provide for “proxy access” which allows an Eligible Stockholder (as defined in the Amended and Restated Bylaws) to nominate and include in the Company’s annual meeting proxy materials director nominees, provided that the stockholder and nominees satisfy the requirements specified in the Amended and Restated Bylaws;
+Added: • allow for stockholder meetings by means of remote communication;
+Added: • make certain other administrative, modernizing, clarifying and conforming changes.
+Added: The foregoing description of the Amended and Restated Bylaws is not complete and is qualified in its entirety by reference to the complete text of the Amended and Restated Bylaws, which are filed as Exhibit 3.2 hereto and are incorporated herein by reference.
3.1 Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form 10-12G, File No.
6 unchanged sentences
3.1.6 Certificate of Amendment to the Certificate of Incorporation of the Company as filed with the Secretary of State of Delaware on September 24, 2021 (incorporated by reference to Exhibit 3.1.6 to the Company’s Quarterly Report on Form 10-Q, filed on November 15, 2021 with the SEC).
−Removed: 3.2 Amended By-Laws, amended as of February 28, 2023 (incorporated by reference to Exhibit 3.2 to the Company's Quarterly Report on Form 10-Q, filed on May 9, 2023 with the SEC).
+Added: 3.2 * Amended and Restated By-Laws, effective as of August 5, 2024.
+Added: 4.1 * Common Stock Purchase Warrant dated May 2, 2024 issued by the Company to Change Equity Capital LLC.
31.1 * Rule 13a-14(a)/15d-14(a) Certification of Chief Executive and Financial Officer
9 unchanged sentences
** Furnished herewith in accordance with Item 601 (32)(ii) of Regulation S-K.
−Removed: Table of Content s
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
+Added: August 8, 2024
President, Chief Executive Officer and Interim Chief Financial Officer
1 unchanged sentence
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.