Hour Loop, Inc 8-K

What Happened
Hour Loop, Inc. (HOUR) announced on Form 8-K that its Board adopted an amendment to the company’s bylaws on March 16, 2026. The amendment revises Section 7.4 to clarify that stockholders are not subject to fee-shifting for "internal corporate claims" as defined under Delaware law (now referencing Section 115 of the DGCL) and adds a new forum-selection clause requiring that claims under the Securities Act of 1933 or the Securities Exchange Act of 1934 be brought only in U.S. federal district courts (unless the company agrees in writing to a different forum).

Key Details

• Board adoption date: March 16, 2026; disclosed on Form 8-K filed March 17, 2026.
• Bylaw change: Second sentence of Section 7.4 amended to reference DGCL Section 115 and to exclude internal corporate claims and stockholder actions brought in their stockholder capacity from fee-shifting.
• New clause: Section 7.4 now states federal district courts are the sole and exclusive forum for claims arising under the Securities Act and the Exchange Act (covers direct and derivative claims), unless the company consents otherwise.
• The full text of the bylaw amendment is filed as Exhibit 3.1 to the 8-K.

Why It Matters
This change affects litigation procedures and potential legal costs for the company and its shareholders. Requiring federal court forum for Securities Act/Exchange Act claims aims to centralize where securities-related lawsuits can be filed (reducing forum shopping), while the fee-shifting clarification confirms the company’s bylaws do not impose attorney-fee liability on stockholders for internal corporate claims or certain stockholder actions under Delaware law. Investors should note this is a procedural change to the bylaws and not a financial disclosure; its practical impact relates to where and how securities or derivative disputes would be litigated.