{"url_path":"/sec/bird/8-k/2026-06-17/item-5-03","section_key":"item-5-03","section_title":"Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-17","source_url":"https://www.sec.gov/Archives/edgar/data/1653909/0001193125-26-273417-index.html","accession_number":"0001193125-26-273417","cik":"0001653909","ticker":"BIRD","issuer_name":"Smartbird, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1653909/0001193125-26-273417-index.html","primary_entity_key":"0001653909","primary_entity_name":"Smartbird, Inc."},"word_count":312,"has_tables":true,"body_markdown":"Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.\n\nCertificate of Amendment\n\nOn June 15, 2026, the Company filed a Certificate of Amendment (the “Certificate of Amendment”) to its Ninth Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to change the name of the Company to Smartbird, Inc. and to remove references to the Company being a public benefit corporation. The Certificate of Amendment became effective upon filing on June 15, 2026. The Certificate of Amendment filing was previously approved by the Company’s stockholders at the Special Meeting held on June 3, 2026.\n\nThe foregoing description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.\n\nAmended and Restated Bylaws\n\nOn June 12, 2026, the Board adopted amendments to the amended and restated bylaws of the Company (the “Amended and Restated Bylaws”), which became effective immediately. Among other things, the amendments:\n\n \n\n \n•\n \n\nchange the Company name to Smartbird, Inc.;\n\n \n\n \n•\n \n\nremove all references to the Company being a public benefit corporation, specifically in Article VII, Section 36 and Article XV, Section 50; and\n\n \n\n \n•\n \n\ndecrease the quorum requirement for meetings of stockholders from a majority to one-third of the voting power of the outstanding shares of stock entitled to vote in Article III, Section 8.\n\nThe foregoing description of the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, a copy of which is filed as Exhibit 3.2 to this Current Report on Form 8-K and is incorporated herein by reference."}