secwatch / observer

Governance Changes

Charter, bylaw, and control-related changes under 8-K Items 5.03/5.05/5.06.

8-K items 5.03, 5.05, 5.06 JSON
DT Dynatrace, Inc.

Dynatrace, Inc.: Adopted Third Amended and Restated Bylaws updating advance notice provisions for director nominations and stockholder proposals (effective 2024-03-28).

“On March 28, 2024, in connection with its periodic review of corporate governance matters, including recent developments in Delaware case law, the Board of Directors (the “Board”) of Dynatrace, Inc. (the “Company”) adopted and approved the Company’s Third Amended and Restated Bylaws (the “Third A&R Bylaws”), effective immediately.”
SER Serina Therapeutics, Inc.

Serina Therapeutics, Inc.: Name change from AgeX Therapeutics, Inc. to Serina Therapeutics, Inc. via Amended Certificate after Merger (effective 2024-03-26).

“Immediately after the consummation of the Merger, on March 26, 2024, AgeX filed the Amended Certificate changing its name from "AgeX Therapeutics, Inc." to "Serina Therapeutics, Inc."”
BRGX BIOREGENX, INC.

BIOREGENX, INC.: Filed Certificate of Designation to cure 2013 creation of Series A preferred shares (effective 2024-03-14).

“Effective March 14, 2024, the Registrant filed a Certificate of Designation (and subsequently, a Certificate of Correction) curing the 2013 creation of the Series A preferred shares and ratifying the issuances of 5,000,000 Series A preferred shares in 2013”
BRGX BIOREGENX, INC.

BIOREGENX, INC.: Company name changed to BioRegenx, Inc (effective 2024-03-08).

“Additionally, the name of the Registrant was changed to BioRegenx, Inc.”
BRGX BIOREGENX, INC.

BIOREGENX, INC.: Increased authorized common stock to 1.5 billion shares (effective 2024-03-08).

“Effective March 8, 2024, the Registrant filed an Amendment to the Articles of Incorporation which increased the authorized common stock to One Billion Five Hundred Thousand (1,500,000,000) common shares.”
GWAV Greenwave Technology Solutions, Inc.

Greenwave Technology Solutions, Inc.: Filed Certificate of Designations for Series D Convertible Preferred Stock with the Delaware Secretary of State, creating a new series of preferred stock (effective 2024-03-29).

“On March 29, 2024, in connection with the Exchange Agreement, the Company filed the Certificate of Designations for the Series D Convertible Preferred Stock with the Secretary of State of the State of Delaware, creating a series of One Thousand (1,000) shares of preferred stock designated as Series D Convertible Preferred Stock (the “Series D”), with each Series D share with a par value of $0.001.”
EARN Ellington Credit Co

Ellington Credit Co: Board approved changing company name to Ellington Credit Corporation with effective date to be determined; expects to file Charter Amendment and amended Bylaws later.

“The Company also announced that the Board has approved changing the Company’s name to Ellington Credit Corporation, with an effective date to be determined later, but that it will retain its ticker 'EARN' on the New York Stock Exchange (the "NYSE").”
EARN Ellington Credit Co

Ellington Credit Co: Company revoked its REIT election effective January 1, 2024, resulting in cessation of share transfer restrictions under the Charter (effective 2024-01-01).

“On March 29, 2024, the Company revoked its election to be taxed as a REIT pursuant to section 856(c)(1) of the Internal Revenue Code of 1986, as amended (the "Code"), for the taxable year beginning on January 1, 2024.”
CSI Compressco LP

CSI Compressco LP: Amended Certificate of Limited Partnership to reflect name change of General Partner from CSI Compressco GP Inc. to CSI Compressco GP LLC (effective 2024-03-26).

“On March 26, 2024, the Partnership filed a Certificate of Amendment to the Partnership’s Certificate of Limited Partnership (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware to reflect the change of the General Partner’s name from “CSI Compressco GP Inc.” to “CSI Compressco GP LLC.””
VCNX VACCINEX, INC.

VACCINEX, INC.: Filed Certificate of Designation of Series A Preferred Stock to create and establish rights, preferences and terms of the series (effective 2024-03-29).

“On March 29, 2024, the Company filed the Certificate of Designation of Series A Preferred Stock (the “Certificate”) with the Delaware Secretary of State, creating the Series A Preferred Stock and establishing the rights, preferences and other terms of the Series A Preferred Stock, and issued the Series A Preferred Stock.”
PLUR Pluri Inc.

Pluri Inc.: Effected a 1-for-8 reverse stock split of common shares, effective April 1, 2024 (effective 2024-04-01).

“On March 27, 2024, Pluri Inc. (the “Company”) filed a Certificate of Change (the “Certificate”) with the secretary of state of Nevada relating to a 1-for-8 reverse share split of the Company’s authorized common shares, which will take effect on April 1, 2024 (the “Reverse Split”).”
LEE LEE ENTERPRISES, Inc

LEE ENTERPRISES, Inc: Filed a Certificate of Designations for Series C Participating Convertible Preferred Stock (effective 2024-03-28).

“on March 28, 2024, the Company filed a Certificate of Designations of Series C Participating Convertible Preferred Stock with the Secretary of State of the State of Delaware.”
RCMT RCM TECHNOLOGIES, INC.

RCM TECHNOLOGIES, INC.: Corrected company name in Articles of Incorporation from 'R C M Technologies, Inc.' to 'RCM Technologies, Inc.' (effective 2024-03-27).

“On March 27, 2024, RCM Technologies, Inc. (the “Company”), filed a Certificate of Amendment to the Articles of Incorporation of the Company with the Department of State of the State of Nevada to correct the name of the Company as it appeared in the Articles of Incorporation from “R C M Technologies, Inc.” to “RCM Technologies, Inc.””
1st FRANKLIN FINANCIAL CORP

1st FRANKLIN FINANCIAL CORP: Amended Articles of Incorporation to modernize language, grant board flexibility, establish succession planning, and clarify dual roles (effective 2024-03-26).

“On March 26, 2024, the Board of Directors of 1st Franklin Financial Corporation, a Georgia corporation (the "Company") approved and adopted amendments to the Company’s Articles of Incorporation and Bylaws.”
Blue World Acquisition Corp

Blue World Acquisition Corp: Shareholders approved amendment to extend the deadline to complete a business combination to April 2, 2024, with option for up to seven additional one-month extensions through November 2, 2024 (effective 2023-07-02).

“the shareholders of the Company approved the proposal to amend Company’s Amended and Restated Memorandum and Articles of Association (the “ Charter ”) which previously provided that the Company has until July 2, 2023 to complete a Business Combination, and may elect to extend the period to consummate a Business Combination up to nine times, each by an additional Monthly Extension, for a total of up to nine months to April 2, 2024, be deleted in their entirety and the substitution in their place of the fourth amended and restated memorandum and articles of association of the Company (the “ Amended Charter ”), which provides that the Company has until April 2, 2024 to complete a business combination, and may elect to extend the period to consummate a business combination up to seven times, each by an additional one-month extension, for a total of up to seven months to November 2, 2024.”
Northern Star Investment Corp. IV

Northern Star Investment Corp. IV: Amended charter to remove SPAC provisions, including requirement to cancel Class A common stock after trust account distribution (effective 2024-03-26).

“a proposal to amend the Company's amended and restated certificate of incorporation (the “Charter”) to remove the provisions applicable to special purpose acquisition companies, including the requirement to cancel the Company's shares of Class A common stock sold in the Company's initial public offering following distribution of the funds held in the Company's trust account”
Northern Star Investment Corp. III

Northern Star Investment Corp. III: Amended certificate of incorporation to remove SPAC provisions, including requirement to cancel Class A common stock after trust distribution (effective 2024-03-26).

“Proposal No. 1 — The Amendment Proposal — a proposal to amend the Company’s amended and restated certificate of incorporation (the “Charter”) to remove the provisions applicable to special purpose acquisition companies, including the requirement to cancel the Company’s shares of Class A common stock sold in the Company’s initial public offering following distribution of the funds held in the Company’s trust account.”
LCID Lucid Group, Inc.

Lucid Group, Inc.: Item 5.03 cross-referenced to Item 1.01 but the excerpt does not describe the amendment content.

“The information contained in Item 1.01 of this Current Report is incorporated by reference into this Item 5.03.”
IOVA IOVANCE BIOTHERAPEUTICS, INC.

IOVANCE BIOTHERAPEUTICS, INC.: Amended and restated bylaws to modify the definition of 'Acting in Concert' (effective 2024-03-28).

“On March 28, 2024, the Board unanimously adopted the Company’s Fourth Amended and Restated Bylaws”
CapForce Inc.

CapForce Inc.: Changes to articles of incorporation or bylaws incorporated by reference from Item 1.01; no explicit description of substantive change provided in excerpt.

“Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. The disclosure required by this Item and included in Item 1.01 of this Current Report is incorporated herein by reference.”
INTZ INTRUSION INC

INTRUSION INC: Approved and filed a Certificate of Amendment to effectuate a 1-for-20 reverse stock split of common shares (effective 2024-03-22).

“On March 21, 2024, a Certificate of Amendment to Certificate of Incorporation was filed with the Delaware Secretary of State in respect of the Reverse Stock Split, and became effective for state law purposes on March 22, 2024”
AERWINS Technologies Inc.

AERWINS Technologies Inc.: Filed Certificate of Amendment to effect a 1-for-100 reverse stock split of the Company's common stock (effective 2024-04-02).

“On March 28, 2024, AERWINS Technologies, Inc. (the “Company”) filed a Certificate of Amendment to the Fourth Amended and Restated Certificate of Incorporation, as amended (the “Amendment”) with the Secretary of State of the State of Delaware relating to a 1-for-100 reverse stock split (the “Reverse Stock Split”) of the outstanding shares of the Company’s common stock, par value $0.000001 (“Common Stock”).”
Edoc Acquisition Corp.

Edoc Acquisition Corp.: Adopted amended and restated memorandum and articles of association upon consummation of business combination, becoming wholly-owned subsidiary of Pubco.

“In connection with the consummation of the Business Combination, at the Effective Time of the Business Combination, EDOC adopted an amended and restated memorandum and articles of association which are substantially in the form as described in the Proxy Statement, in accordance with EDOC becoming a wholly-owned subsidiary of Pubco in connection with the Merger.”
BENF Beneficient

Beneficient: Filed a certificate of designation creating Series B-4 Preferred Stock (effective 2024-03-27).

“On March 27, 2024, the Company filed a certificate of designation (the “B-4 Certificate of Designation”) with the Secretary of State of Nevada, effective as of the time of filing, designating the rights, preferences, privileges and restrictions of the shares of the Series B-4 Preferred Stock.”
NRXP NRX Pharmaceuticals, Inc.

NRX Pharmaceuticals, Inc.: Amendment to certificate of incorporation to effect a 1-for-10 reverse stock split of common stock, effective April 1, 2024 (effective 2024-04-01).

“On March 28, 2024, NRx Pharmaceuticals, Inc. (the “ Company ”) announced that it had filed with the Secretary of State of the State of Delaware a Certificate of Amendment to the Company’s Second Amended and Restated Certificate of Incorporation (the “ Charter Amendment ”) to effect a 1-for-10 reverse stock split (the “ Reverse Stock Split ”) of the Company’s common stock, par value $0.001 per share (the “ Common Stock ”), effective as of 4:30 p.m. Eastern Standard Time on April 1, 2024 (the “ Effective Time ”).”
FRQN Frequency Holdings, Inc

Frequency Holdings, Inc: Changed fiscal year end from October 31 to December 31 (effective 2024-03-27).

“The Board of Directors of Yuengling’s Ice Cream Corporation (the “Company”) approved on March 27, 2024, a change in the Company’s fiscal year end from October 31st to December 31st of each year.”
VMNT Vemanti Group, Inc.

Vemanti Group, Inc.: Filed a certificate of designation establishing Series B Convertible Preferred Stock with rights, preferences, and limitations (effective 2024-03-27).

“On March 27, 2024, Vemanti Group, Inc., a Nevada Corporation (the “ Company ”) filed a certificate of designation of its Series B Convertible Preferred Stock, par value $0.0001 per share, (the “ Series B Preferred Stock ”) with the Nevada Secretary of State (the “ Series B Certificate of Designation ”).”
RNAC Cartesian Therapeutics, Inc.

Cartesian Therapeutics, Inc.: Amended Certificate of Designation to change automatic conversion timing to 5:00 p.m. eight business days after stockholder approval of the Conversion Proposal (effective 2024-03-26).

“On March 26, 2024, the Company, with the consent of the holders of Series A Preferred Stock required thereby, amended the Certificate of Designation (such amendment, the “Amendment to the Certificate of Designation”) such that the Automatic Conversion (as defined in the Certificate of Designation) will occur at 5:00 p.m. eight business days following stockholder approval of the Conversion Proposal (defined below).”
PGT Innovations, Inc.

PGT Innovations, Inc.: Bylaws of Merger Sub became bylaws of the Company at Effective Time due to merger.

“In addition, the bylaws of Merger Sub in effect at the Effective Time became the bylaws of the Company (except that references to the name of Merger Sub were replaced by reference to the name of the Company).”
PGT Innovations, Inc.

PGT Innovations, Inc.: Amended and restated certificate of incorporation at Effective Time due to merger.

“Pursuant to the Merger Agreement, at the Effective Time, the certificate of incorporation of the Company was amended and restated and, as so amended and restated, shall be the certificate of incorporation of the Company until further amended.”
LMNR Limoneira CO

Limoneira CO: Amendment to Article TWENTY-SECOND of the Restated Certificate of Incorporation to extend exculpation protection to officers under Section 102(b)(7) of the Delaware General Corporation Law (effective 2024-03-26).

“The Certificate of Amendment became effective upon its filing with the Secretary of State of the State of Delaware on March 26, 2024.”
BATL BATTALION OIL CORP

BATTALION OIL CORP: Filing reports the creation of Series A-3 Preferred Stock via a Certificate of Designations, which is described as an amendment to the articles of incorporation but the description is incorporated by reference and no substantive details of the change are provided in the excerpt.

“A summary of the rights, preferences and privileges of the Series A-3 Preferred Stock and other material terms and conditions of the Certificate of Designations is set forth in Item 1.01 of this Current Report on Form 8-K and is incorporated by reference into this Item 5.03.”
OPHC OptimumBank Holdings, Inc.

OptimumBank Holdings, Inc.: Adopted articles of amendment authorizing Series C preferred stock.

“the Company adopted articles of amendment to its Articles of Incorporation authorizing and designating the Series C preferred stock”
PLUS EPLUS INC

EPLUS INC: Amended and restated bylaws to comply with universal proxy rules and make other updates (effective 2024-03-26).

“On March 26, 2024, the Board of Directors of ePlus inc. (the “Company”) approved the amendment and restatement of the Company’s Amended and Restated Bylaws (the “Bylaws”), which became effective the same day.”
VATE INNOVATE Corp.

INNOVATE Corp.: Filed Certificate of Designations for Series C Preferred Stock, amending the certificate of incorporation (effective 2024-03-28).

“On March 28, 2024, the Company amended its amended and restated certificate of incorporation by filing the Certificate of Designations of the Series C Preferred Stock (the “Series C Certificate of Designations”) with the Secretary of State of the State of Delaware on March 28, 2024.”
ABM ABM INDUSTRIES INC /DE/

ABM INDUSTRIES INC /DE/: Board approved Amended and Restated Bylaws revising advance notice provisions, board size range, special meeting callers, and making administrative changes (effective 2024-03-27).

“On March 27, 2024, the Board of Directors (the “Board”) of ABM Industries Incorporated (“ABM” or the “Company”) approved the ABM Industries Incorporated Amended and Restated Bylaws, effective as of such date (the “Amended and Restated Bylaws”).”
INTZ INTRUSION INC

INTRUSION INC: Amendment to certificate of incorporation to effect a 1-for-20 reverse stock split of common shares (effective 2024-03-22).

“a Certificate of Amendment to Certificate of Incorporation was filed with the Delaware Secretary of State in respect of the Reverse Stock Split, and became effective for state law purposes on March 22, 2024”
AIRT AIR T INC

AIR T INC: Amended advanced notice procedures, special meeting vote threshold, and added foreign ownership limitation (effective 2024-03-21).

“On March 21, 2024, the Board of Directors of Air T, Inc. (the “Company”) approved the Second Amended and Restated Bylaws.”
HSPOF Horizon Space Acquisition I Corp.

Horizon Space Acquisition I Corp.: Amended Articles 48.7 and 48.8 to extend the business combination deadline to December 27, 2024, with up to nine monthly extensions (effective 2024-03-27).

“the shareholders of the Company approved the proposal to amend Articles 48.7 and 48.8 of the Company’s Amended and Restated Memorandum and Articles of Association (the “ Charter ”) (such amendment, the “ Amended Charter ”) to provide that the Company must (i) consummate a business combination, or (ii) cease its operations except for the purpose of winding up if it fails to complete such Business Combination and redeem or repurchase 100% of the Company’s public shares included as part of the public units issued in the Company’s initial public offering, by March 27, 2024 (the “ Termination Date ”), and if the Company does not consummate a business combination by March 27, 2024, the Termination Date may be extended up to nine times, each by a Monthly Extension, for a total of up to nine months to December 27, 2024, without the need for any further approval of the Company’s shareholders”
Keyarch Acquisition Corp

Keyarch Acquisition Corp: Shareholders approved the Third Charter Amendment to remove the net tangible assets (NTA) redemption limitation from the company's Amended and Restated Memorandum and Articles of Association (effective 2024-03-27).

“On March 27, 2024, Keyarch Acquisition Corporation (the “ Company ” or “ Keyarch ”) held its extraordinary general meeting of shareholders (the “ EGM ” or “ Extraordinary General Meeting ”) in connection with its previously announced business combination (the “ Business Combination ”) with ZOOZ Power Ltd., a limited liability company organized under the laws of the State of Israel (“ ZOOZ ”) and ZOOZ Power Cayman, a Cayman Islands exempted company and direct, wholly owned subsidiary of ZOOZ (“ Merger Sub ”). As further described below, at the Extraordinary General Meeting, the NTA Proposal (as defined below) to amend the Company’s Amended and Restated Memorandum and Articles of Association, as amended (the “ Third Charter Amendment ”) was approved. Under Cayman Islands law, the Third Charter Amendment took effect upon approval of the NTA Proposal.”
ALTI AlTi Global, Inc.

AlTi Global, Inc.: Filed Series C Certificate of Designations for Series C Preferred Stock (effective 2024-03-27).

“On March 27, 2024, the Company filed the Series C Certificate of Designations setting forth the terms, rights, obligations and preferences of the Series C Preferred Stock.”
QTTB Q32 Bio Inc.

Q32 Bio Inc.: Company ceased to be a shell company as a result of the Merger.

“As a result of the Merger, we ceased to be a shell company (as defined in Rule 12b-2 of the Exchange Act) as of the closing of the Merger.”
QTTB Q32 Bio Inc.

Q32 Bio Inc.: Filed second certificate of amendment to change company name to Q32 Bio Inc (effective 2024-03-25).

“On March 25, 2024, we filed a second certificate of amendment to the Charter with the Secretary of State of the State of Delaware to change our name to "Q32 Bio Inc.", which name change became effective on March 25, 2024.”
QTTB Q32 Bio Inc.

Q32 Bio Inc.: Filed certificate of amendment to increase authorized shares from 200M to 400M after stockholder approval and effect 1:18 reverse stock split (effective 2024-03-25).

“We filed a certificate of amendment to the Charter with the Secretary of State of the State of Delaware on March 25, 2024, which took effect on March 25, 2024, and following which each 18 shares of common stock issued and outstanding immediately prior thereto were automatically reclassified, combined, converted and changed into one share of our common stock, and which increased the number of authorized shares of our common stock to 400,000,000.”
MMMW MASS MEGAWATTS WIND POWER INC

MASS MEGAWATTS WIND POWER INC: Stockholders approved an amendment to the Restated Certificate of Incorporation to effect a reverse stock split at a ratio ranging from 1:2 to 1:100, with the board authorized to determine timing within one year of approval (effective 2024-03-26).

“The item voted related to the proposal to approve an amendment to our Restated Certificate of Incorporation, as amended, to effect a reverse stock split of our Common Stock at a reverse stock split ratio ranging from 1:2 to 1:100, and to authorize the Company’s board of directors to determine the timing of the amendment at its discretion at any time, if at all, but in any case prior to the one-year anniversary of the date on which the Reverse Stock Split is approved by the Company’s stockholders at the Special Meeting and the specific ratio of the reverse stock split”
SNDA SONIDA SENIOR LIVING, INC.

SONIDA SENIOR LIVING, INC.: Adopted Second Amendment to Second Amended and Restated Bylaws designating federal district court for District of Delaware as exclusive forum for certain legal actions (effective 2024-03-26).

“On March 26, 2024, the Board of Directors of the Company approved and adopted the Second Amendment to the Second Amended and Restated Bylaws of the Company (the “Second Amendment”), which became effective immediately.”
ACRG American Clean Resources Group, Inc.

American Clean Resources Group, Inc.: Amended Article I, Section 6 of the Bylaws to set the number of Directors at three (effective 2024-03-20).

“On March 20, 2024, in connection with the foregoing events, the Board of Directors of the Company amended the Company’s bylaws (the “Bylaws”), effective immediately. The amendment revises Article I, Section 6 of the Bylaws to set the number of Directors at three.”
BKHA Black Hawk Acquisition Corp

Black Hawk Acquisition Corp: Adopted Second Amended and Restated Memorandum and Articles of Association in connection with IPO (effective 2024-03-22).

“On March 22, 2023, the Company adopted its Second Amended and Restated Memorandum and Articles of Association.”
DVLT Datavault AI Inc.

Datavault AI Inc.: Increased authorized shares from 220,000,000 to 320,000,000, with 300,000,000 classified as common stock (effective 2024-03-25).

“On March 25, 2024, the Company filed the Charter Amendment with the Secretary of State of the State of Delaware.”
KALA KALA BIO, Inc.

KALA BIO, Inc.: Filed Certificate of Designations for Series G Convertible Non-Redeemable Preferred Stock (effective 2024-03-25).

“On March 25, 2024 (the “Filing Date”), the Company filed a Certificate of Designations, Preferences and Rights of Series G Convertible Non-Redeemable Preferred Stock (the “Certificate of Designations”) with the Secretary of State of the State of Delaware with respect to the Series G Preferred Stock.”

Facts are extracted by an LLM and gated to those whose source quote is present verbatim in the filing text. Coverage is best-effort while backfill and monitoring mature; this is not yet a full-market index. See methodology.