A Dark Vector Cognition product

Item 5. OTHER INFORMATION

1K characters. Original on sec.gov ·

Item 5. OTHER INFORMATION

On October 19, 2022, our Board of Directors amended our By-Laws, effective immediately, to enhance procedural mechanics and disclosure requirements in connection with shareholder nominations of directors, including by requiring: (i) a shareholder delivering a nomination notice pursuant to Rule 14a-19 under the Exchange Act to certify that such shareholder has met the requirements of Rule 14a-19(a); (ii) a shareholder providing such a nomination notice to update and supplement such notice, if necessary, to be true and correct as of the record date for the shareholder meeting and the date that is 10 business days prior to the shareholder meeting; (iii) any proposed director nominee to submit to interviews with the Board of Directors or any committee thereof; and (iv) a shareholder directly or indirectly soliciting proxies from other shareholders to use a proxy card color other than white.

The amendments to the By-Laws also incorporated gender neutral terms and included certain other modifications that provide clarification and consistency.

The foregoing description of the amendments to the By-Laws is qualified in its entirety by the text of the By-Laws, as amended, a copy of which is attached as Exhibit 3.1 to this Quarterly Report on Form 10-Q and is incorporated herein by reference.

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