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Insider Trading Arrangements
3 Months Ended 9 Months Ended
Sep. 30, 2025
Sep. 30, 2025
Trading Arrangements, by Individual [Table]    
Material Terms of Trading Arrangement [Text Block]  

Item 5. Other Information

 

Trading Arrangements

 

During the fiscal quarter ended on September 30, 2025, none of the Company’s directors or “officers”, as defined in Rule 16a-1(f) of the Exchange Act, adopted, modified or terminated any “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” as each term is defined in Item 408 of Regulation S-K.

 

Amendment to Bylaws

 

The information set forth below is included for the purpose of providing the disclosure required by “Item 5.03 - Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year” of Form 8-K. 

 

On October 30, 2025, the Company’s Board of Directors adopted resolutions that approved an amendment to the Amended and Restated Bylaws of the Company, as amended, (the “Bylaws Amendment”) to provide that the holders of forty percent (40%) of the stock issued and outstanding and entitled to vote, present in person or represented by proxy, will constitute a quorum at all meetings of the stockholders for the transaction of business, except as otherwise provided by statute or by the Company’s Certificate of Incorporation.  The previous quorum requirement was the holders of a majority of the stock issued and outstanding, except as otherwise provided by statute or by the Company’s Certificate of Incorporation. The amendment became effective immediately.

 

The above summary of the amendment to the Amended and Restated Bylaws, as amended, is qualified in its entirety to the full text of the Company’s bylaws, as amended, a copy of which is attached as Exhibit 3.2 to this Form 10-Q.

Rule 10b5-1 Arrangement Adopted [Flag] false  
Rule 10b5-1 Arrangement Terminated [Flag] false  
Non-Rule 10b5-1 Arrangement Terminated [Flag] false  
Non-Rule 10b5-1 Arrangement Adopted [Flag] false