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
NexImmune, Inc.

NexImmune, Inc.: Reverse stock split at 1-for-25 ratio, effective after close of trading on October 18, 2023 (effective 2023-10-18).

“On October 18, 2023, the Company filed with the Secretary of State of the State of Delaware the Certificate of Amendment to effect a one-time reverse stock split of the Company’s common stock, at a ratio of 1-for-25 (the “Reverse Stock Split”). The Reverse Stock Split was effective at 5 p.m. Eastern Time, after the close of trading on the Nasdaq Capital Market, on October 18, 2023 (the “Effective Time”).”
RF REGIONS FINANCIAL CORP

REGIONS FINANCIAL CORP: Amended and Restated By-Laws to revise procedural and disclosure requirements for stockholder director nominations, conform to Delaware General Corporation Law updates, and make other clarifying changes (effective 2023-10-18).

“On October 18, 2023, the Board of Directors (the “Board”) of Regions Financial Corporation (the “Company”) approved and adopted amendments (the “Amendments”) to the Company’s Amended and Restated By-Laws (the “By-Laws”) to revise and implement certain procedural and disclosure requirements for the Company’s stockholders proposing director nominations for consideration at the Company’s annual or special meetings.”
CIRCOR INTERNATIONAL INC

CIRCOR INTERNATIONAL INC: Amended and restated bylaws in their entirety effective upon merger.

“effective as of the Effective Time, the amended and restated certificate of incorporation of the Company and the amended and restated bylaws of the Company, each as in effect immediately prior to the Effective Time were each amended and restated in their entirety”
CIRCOR INTERNATIONAL INC

CIRCOR INTERNATIONAL INC: Amended and restated certificate of incorporation in its entirety effective upon merger.

“effective as of the Effective Time, the amended and restated certificate of incorporation of the Company and the amended and restated bylaws of the Company, each as in effect immediately prior to the Effective Time were each amended and restated in their entirety”
EMAGIN CORP

EMAGIN CORP: Shareholders' rights ceased upon merger; shares converted to cash.

“holders of such shares of the Company’s Common Stock ceased to have any rights as shareholders of the Company, other than the right to receive the Merger Consideration.”
EMAGIN CORP

EMAGIN CORP: Bylaws amended and restated in connection with merger.

“eMagin’s certificate of incorporation and bylaws were amended and restated in their entirety.”
EMAGIN CORP

EMAGIN CORP: Certificate of incorporation amended and restated in connection with merger.

“eMagin’s certificate of incorporation and bylaws were amended and restated in their entirety.”
VYX NCR Voyix Corp

NCR Voyix Corp: Revised advance notice window for stockholder nominations or other business at annual meetings (effective 2023-10-13).

“from not earlier than the 150th day nor later than 5:00 p.m., Eastern Time, on the 120th day prior to the first anniversary of the date of the proxy statement for the preceding year’s annual meeting to not earlier than the 120th day nor later than 5:00 p.m., Eastern Time, on the 90th day prior to the first anniversary of the prior year’s annual meeting”
VYX NCR Voyix Corp

NCR Voyix Corp: Name change from NCR Corporation to NCR Voyix Corporation (effective 2023-10-13).

“which became effective at 5:00 p.m., Eastern Time, on October 13, 2023, pursuant to which Voyix changed its name from “NCR Corporation” to “NCR Voyix Corporation””
TRT TRIO-TECH INTERNATIONAL

TRIO-TECH INTERNATIONAL: Amended and restated bylaws to permit electronic shareholder meeting attendance, prohibit written consent, reduce quorum, provide mandatory indemnification, and grant chair a casting vote on deadlock (effective 2023-10-11).

“On October 11, 2023, the Board of Directors (the “ Board ”) of Trio-Tech International. (the “ Company ”) approved and adopted the Amended and Restated Bylaws of the Company (the “ Bylaws ”), which amend and restate the Company’s original bylaws to include: (i) permitting electronic attendance to a meeting of the Company’s shareholders (a “ Meeting ”); (ii) prohibiting action by written consent of shareholders in lieu of a meeting thereof; (iii) reducing the number of shares that are required to be present at a Meeting for establishing a quorum; (iv) providing for mandatory indemnification of expenses and losses of directors, officers, and agents, subject to certain exceptions; and (v) to provide for a casting vote for the Chair of the Board in the event of a deadlock in the directors.”
SLNH Soluna Holdings, Inc

Soluna Holdings, Inc: Amendment to certificate of incorporation to effect a reverse stock split at a ratio of 1-for-25 (effective 2023-10-13).

“On October 11, 2023, the Company filed a Certificate of Change (the “Certificate of Change”) effecting a reverse stock split as of 5:00 p.m. Eastern Standard Time on October 13, 2023 with a ratio of 1-for-25 (the “Reverse Split”).”
TRST TRUSTCO BANK CORP N Y

TRUSTCO BANK CORP N Y: On October 17, 2023, the Board amended and restated the bylaws with changes including updates to meeting procedures, shareholder notice, quorum, voting, and director nomination rules (effective 2023-10-17).

“On October 17, 2023, the Board of the Corporation amended and restated the Corporation’s bylaws (as amended and restated, the “ Bylaws ”), effective on such date.”
GFLT GenFlat Holdings, Inc.

GenFlat Holdings, Inc.: Increased authorized common stock from 200M to 2.5B shares (effective 2023-10-16).

“On September 8, 2023, the stockholders of Healthcare Business Resources Inc. (the “Company”) approved an amendment (the “Amendment”) to the Company’s Certificate of Incorporation to increase the total number of shares of common stock that the Company shall have authority to issue from 200,000,000 shares to 2,500,000,000 shares. The Amendment was filed with the Secretary of the State of Delaware and became effective on October 16, 2023.”
CSWC CAPITAL SOUTHWEST CORP

CAPITAL SOUTHWEST CORP: Increased authorized shares of common stock from 40,000,000 to 75,000,000 (effective 2023-10-11).

“On October 11, 2023, Capital Southwest Corporation (the “Company”) filed a Certificate of Amendment to its Amended and Restated Articles of Incorporation (the “Amendment”)”
AVTX Avalo Therapeutics, Inc.

Avalo Therapeutics, Inc.: Amended quorum requirement for stockholder meetings from majority of shares present to one-third of shares entitled to vote (effective 2023-10-16).

“On October 16, 2023, the Board of Directors of Avalo Therapeutics, Inc. (the “Company”) approved the Company’s Fourth Amended and Restated Bylaws, effective immediately upon approval by the Board (the “Amended and Restated Bylaws”).”
NUWE Nuwellis, Inc.

Nuwellis, Inc.: Filed Certificate of Designation for Series J Convertible Redeemable Preferred Stock (effective 2023-10-16).

“On October 16, 2023, the Company filed the Certificate of Designation with the Secretary of State of the State of Delaware to establish the powers, preferences and rights of the shares of the Series J Convertible Preferred Stock and the qualifications, limitations or restrictions thereof.”
Heritage-Crystal Clean, Inc.

Heritage-Crystal Clean, Inc.: Bylaws were amended and restated in their entirety effective at the merger effective time.

“Pursuant to the terms of the Merger Agreement, at the Effective Time, the Company’s certificate of incorporation and bylaws were amended and restated in their entirety.”
Heritage-Crystal Clean, Inc.

Heritage-Crystal Clean, Inc.: Certificate of incorporation was amended and restated in its entirety effective at the merger effective time.

“Pursuant to the terms of the Merger Agreement, at the Effective Time, the Company’s certificate of incorporation and bylaws were amended and restated in their entirety.”
GTCH GBT Technologies Inc.

GBT Technologies Inc.: The Company amended its articles of incorporation to increase authorized common shares to 30,000,000,000 (effective 2023-10-12).

“On October 12, 2023, GBT Technologies Inc. (the “Company”) amended its articles of incorporation to increase its authorized shares of common stock to 30,000,000,000 (the “Increase Amendment”).”
RiskOn International, Inc.

RiskOn International, Inc.: Increased authorized shares of common stock from 3,333,333 to 500,000,000 (effective 2023-10-16).

“Effective October 16, 2023, the BitNile Metaverse, Inc. (the “ Company ”) amended its Articles of Incorporation by filing a Certificate of Amendment (the “ Certificate of Amendment ”) with the Secretary of State of Nevada to increase the total number of authorized shares of common stock, par value $0.001 per share (“ Common Stock ”), from 3,333,333 to 500,000,000.”
DOMH Dominari Holdings Inc.

Dominari Holdings Inc.: Board approved Certificate of Designation of Series Q Preferred Stock filed with Delaware Secretary of State on October 13, 2023, in connection with adoption of a new Rights Agreement to preserve net operating losses (effective 2023-10-13).

“In connection with the adoption of the Rights Agreement, the Board approved a Certificate of Designation of Series Q Preferred Stock (the “ Certificate of Designation ”). The Certificate of Designation was filed with the Secretary of State of the State of Delaware on October 13, 2023.”
TDS TELEPHONE & DATA SYSTEMS INC /DE/

TELEPHONE & DATA SYSTEMS INC /DE/: Amendment to Article VIII of the bylaws to provide for mandatory advancement of actual and reasonable expenses incurred by current and former directors and officers in the event of an indemnifiable event (effective 2023-10-13).

“On October 13, 2023, the Board of Directors of Telephone and Data Systems, Inc. (TDS) approved and adopted an amendment to the Amended and Restated Bylaws of TDS (the Bylaws), which became effective on such date. Article VIII of the Bylaws relating to indemnification and advancement of expenses was amended to, among other things, provide for the mandatory advancement of actual and reasonable expenses incurred by current and former directors and officers of TDS in the event of an indemnifiable event.”
OLOX OLENOX INDUSTRIES INC.

OLENOX INDUSTRIES INC.: Increased authorized shares of common stock from 25,000,000 to 75,000,000 (effective 2023-10-16).

“On October 16, 2023, Safe & Green Holdings Corp. (the “Company”) filed a Certificate of Amendment to its Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of Delaware that increased the number of the Company’s authorized shares of common stock, $0.01 par value per share, from 25,000,000 shares to 75,000,000 shares.”
Perception Capital Corp. III

Perception Capital Corp. III: Amendment and restatement of memorandum and articles of association to reflect name change from Portage Fintech Acquisition Corporation to Perception Capital Corp. III (effective 2023-10-11).

“the amendment and restatement of the Company’s amended and restated memorandum and articles of association to reflect the Name Change (the “Articles Amendment”).”
EMPD Empery Digital Inc.

Empery Digital Inc.: Amended certificate of incorporation to effect a 1-for-5 reverse stock split, effective October 13, 2023 (effective 2023-10-13).

“The Amendment was filed with the Secretary of State of the State of Delaware and the Reverse Stock Split became effective in accordance with the terms of the Amendment at 4:01 p.m. Eastern Time on October 13, 2023 (the “Effective Time”).”
MSPR MSP Recovery, Inc.

MSP Recovery, Inc.: Effected a 1-for-25 reverse stock split of Class A Common Stock and Class V Common Stock (effective 2023-10-12).

“Further, the Amendment provides that every 25 shares of our issued and outstanding Class A Common Stock and Class V Common Stock (together with the Class-B Units) were automatically combined into one issued and outstanding share of Class A Common Stock and Class V Common Stock (together with the Class-B Units ), respectively, without any change in the par value per share (the “Reverse Stock Split”).”
MSPR MSP Recovery, Inc.

MSP Recovery, Inc.: Amended certificate of incorporation to provide for exculpation of certain officers from liability (effective 2023-10-12).

“Effective October 12, 2023 , MSP Recovery, Inc. (the “Company,” “we,” “us,” or “our”) amended our Second Amended and Restated Certificate of Incorporation in the State of Delaware (the “Amendment”), which provides for the exculpation from liability for certain officers, to the extent permitted by the General Corporation Law of the State of Delaware.”
SPRO Spero Therapeutics, Inc.

Spero Therapeutics, Inc.: Filed a Certificate of Correction to undo the previously filed Charter Amendment due to a tabulation error, restoring the charter to its prior state (effective 2023-10-16).

“On October 16, 2023, the Company filed the Certificate of Correction with the Delaware Secretary to undo the Charter Amendment.”
YYAI AIRWA INC.

AIRWA INC.: Reduced quorum requirement for shareholder meetings from majority to 33 1/3% (effective 2023-10-12).

“On October 12, 2023, the Board of Directors of Connexa Sports Technologies Inc. (the “Company”) approved an amendment to the Bylaws of the Company to reduce the percentage of shares of stock, issued and outstanding and entitled to vote, to be present in person or represented by proxy in order to constitute a quorum for the transaction of any business from a majority to thirty three and one third percent (33 1/3%).”
Notable Labs, Ltd.

Notable Labs, Ltd.: Amendments to the Amended and Restated Articles of Association to effect a reverse share split, increase registered share capital, change company name, and modify quorum requirements (effective 2023-10-16).

“On October 16, 2023, immediately prior to the closing of the Merger, the Company filed an amendment to the Articles with the Israeli Registrar of Companies reflecting the Reverse Share Split (including an increase in par value to NIS 0.35 per Ordinary Share), the Share Capital Increase (such that the Company has 34,285,714 authorized Ordinary Shares and NIS 12,000,000 of registered share capital) and the Name Change.”
LBRA 1847 Holdings LLC

1847 Holdings LLC: Amended Section 9.6(a) of the Operating Agreement to reduce the quorum required for a meeting of shareholders from a majority of shares outstanding to one-third of shares outstanding (effective 2023-10-16).

“Section 9.6(a) of the Operating Agreement was amended to reduce the quorum required for a meeting of shareholders from a majority of the shares outstanding to one-third of the shares outstanding.”
IVF INVO Fertility, Inc.

INVO Fertility, Inc.: Increased authorized shares of common stock from 6,250,000 to 50,000,000 (effective 2023-10-13).

“On October 13, 2023, the Company filed a Certificate of Amendment (the “Amendment”) to its Articles of Incorporation to increase its authorized shares of common stock from 6,250,000 shares to 50,000,000 shares.”
DCP Midstream, LP

DCP Midstream, LP: Second Amended and Restated Limited Liability Company Agreement of DCP Midstream GP, LLC replaced the prior LLC agreement (effective 2023-10-16).

“On October 16, 2023, following the Redemption, DCP Midstream entered into a Second Amended and Restated Limited Liability Company Agreement of DCP Midstream GP, LLC (the “Second Restated GP LLC Agreement”), which amends and restates the Amended and Restated Limited Liability Company Agreement of DCP Midstream GP, LLC, dated as of December 7, 2005, as amended to date, in its entirety.”
DCP Midstream, LP

DCP Midstream, LP: Second Amended and Restated Agreement of Limited Partnership of DCP Midstream GP, LP replaced the First Restated GP Partnership Agreement (effective 2023-10-16).

“On October 16, 2023, following the Redemption, the General Partner and DCP Midstream entered into a Second Amended and Restated Agreement of Limited Partnership of DCP Midstream GP, LP (the “Second Restated GP Partnership Agreement”), which amends and restates the First Amended and Restated Agreement of Limited Partnership of DCP Midstream GP, LP, dated as of December 7, 2005, in its entirety.”
DCP Midstream, LP

DCP Midstream, LP: Sixth Amended and Restated Agreement of Limited Partnership replaced the Fifth Restated Partnership Agreement (effective 2023-10-16).

“On October 16, 2023, following the Redemption, Phillips 66 Project Development Inc., a Delaware corporation (“PDI”), DCP Midstream and the General Partner, being the holders of all of the outstanding partnership interests in the Partnership following the Redemption, entered into a Sixth Amended and Restated Agreement of Limited Partnership of DCP Midstream, LP (the “Sixth Restated Partnership Agreement”), which amends and restates the Fifth Amended and Restated Agreement of Limited Partnership of DCP Midstream, LP, dated as of November 6, 2019 (the “Fifth Restated Partnership Agreement”), in its entirety.”
XXII 22nd Century Group, Inc.

22nd Century Group, Inc.: Increased authorized shares of common stock from 33,333,334 to 66,666,667 (effective 2023-10-16).

“On October 16, 2023, the stockholders of the Company approved an amendment (the “Articles Amendment”) to the Company’s Articles of Incorporation, as amended, to increase the number of authorized shares of common stock from thirty-three million three hundred thirty-three thousand and three hundred thirty-four (33,333,334) shares to sixty-six million, six hundred sixty-six thousand sixty hundred sixty-seven (66,666,667), which was filed and effective with the Secretary of the State of Nevada on October 16, 2023.”
VEEV VEEVA SYSTEMS INC

VEEVA SYSTEMS INC: Filed amended and restated certificate of incorporation to remove Class B Common Stock references, remove forum selection provision, and make other clarifying updates, effective Oct 16, 2023 (effective 2023-10-16).

“Immediately following the filing of the Certificate of Retirement, the Company filed an Amended and Restated Certificate of Incorporation (the “Restated Certificate”) to remove references to Class B Common Stock to reflect the Conversion, to remove the forum selection provision in light of its inclusion in the Company’s Bylaws, and to make certain other clarifying changes and updates.”
PC TEL INC

PC TEL INC: Adopted forum selection bylaw amendment designating Delaware courts for certain disputes (effective 2023-10-13).

“On October 13, 2023, the Board adopted and approved, effective immediately, an amendment to the Amended and Restated Bylaws of the Company (such amendment, the " Forum Selection Amendment ") to provide that derivative actions, actions for breach of fiduciary duties, claims against the Company’s officers, directors, employees or agents and intra-corporate disputes involving the Company are litigated exclusively in the Delaware Court of Chancery, and to the extent the Delaware Court of Chancery does not have jurisdiction with respect to certain matters, the United States District Court for the District of Delaware, and that actions arising under the Securities Act of 1933, as amended, are litigated exclusively in the U.S. federal district courts.”
MIND MIND TECHNOLOGY, INC

MIND TECHNOLOGY, INC: Certificate of Amendment to Charter approved to effect a one-for-ten reverse stock split (effective 2023-10-13).

“On October 12, 2023, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment to its Charter (the “Charter Amendment”) to effect the Reverse Stock Split.”
MIND MIND TECHNOLOGY, INC

MIND TECHNOLOGY, INC: Fourth Certificate of Amendment to Preferred Stock Certificate to adjust share and exchange caps proportionally to the reverse stock split (effective 2023-10-12).

“in connection with the Reverse Stock Split, on October 12, 2023, the Company filed with the Secretary of State of the State of Delaware a Fourth Certificate of Amendment (the "Fourth Amendment") of Certificate of Designations, Preferences and Rights of 9.00% Series A Cumulative Preferred Stock (the "Preferred Stock Certificate") to increase the Share Cap, as defined in the Preferred Stock Certificate, and decrease the Exchange Cap, as defined in the Certificate of Designations, on a pro rata basis in proportion with the one-for-ten ratio of the Reverse Stock Split.”
MIND MIND TECHNOLOGY, INC

MIND TECHNOLOGY, INC: Certificate of Amendment to Charter filed to effect a 1-for-10 reverse stock split (effective 2023-10-13).

“On October 12, 2023, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment to its Charter (the "Charter Amendment") to effect the Reverse Stock Split. The Charter Amendment will become effective at 5:00 p.m. Eastern Time on October 13, 2023.”
ATR APTARGROUP, INC.

APTARGROUP, INC.: Amended and restated by-laws to update procedural mechanics, disclosure requirements, and conform to Delaware law changes (effective 2023-10-11).

“On October 11, 2023, in connection with a periodic review of the by laws of AptarGroup, Inc. (the “Company”), the Company’s board of directors (the “Board”) adopted amended and restated by-laws (as amended, the “Amended and Restated By-laws”), effective immediately.”
AIFF FIREFLY NEUROSCIENCE, INC.

FIREFLY NEUROSCIENCE, INC.: Stockholders approved an amendment to the Certificate of Incorporation to effect a reverse stock split at a ratio of 1-for-10 (effective 2023-10-11).

“On October 11, 2023, at the annual meeting of the stockholders of the Company, the stockholders approved an amendment to the Company's Certificate of Incorporation to effect a reverse stock split”
Activision Blizzard, Inc.

Activision Blizzard, Inc.: The bylaws of Activision Blizzard were amended and restated in their entirety at the Effective Time of the merger (effective 2023-10-13).

“A copy of the Fourth Amended and Restated Certificate of Incorporation and Sixth Amended and Restated Bylaws of the Company are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.”
Activision Blizzard, Inc.

Activision Blizzard, Inc.: Pursuant to Merger Agreement, the certificate of incorporation of Activision Blizzard was amended and restated in its entirety at the Effective Time of the merger (effective 2023-10-13).

“Pursuant to the Merger Agreement, effective as of the Effective Time, the certificate of incorporation and the bylaws of the Company were amended and restated in their entirety.”
KLIC KULICKE & SOFFA INDUSTRIES INC

KULICKE & SOFFA INDUSTRIES INC: Amended and restated bylaws effective October 12, 2023, including updates for virtual meetings, universal proxy rules, exclusive forum provisions, and other clarifying changes (effective 2023-10-12).

“On October 12, 2023, the Board of Directors (the “Board”) of Kulicke and Soffa Industries, Inc. (the “Company”) approved and adopted the amendment and restatement of the Company’s by-laws (as so amended and restated, the “Amended and Restated By-Laws”), which became effective as of such date.”
SIDU Sidus Space Inc.

Sidus Space Inc.: Filed Certificate of Designations for Series A Convertible Preferred Stock (effective 2023-10-12).

“On October 12, 2023, the Company filed the Certificate of Designations of Preferences, Rights and Limitations of Series A Preferred Stock (the “Certificate of Designations”), designating 2,000 shares of Series A Preferred Stock, with the Secretary of State of the State of Delaware.”
SIDU Sidus Space Inc.

Sidus Space Inc.: Declassified the Board of Directors by amending the Amended and Restated Bylaws (effective 2023-10-09).

“On October 9, 2023, the Board approved an amendment to the Bylaws to declassify the Board.”
Learn CW Investment Corp

Learn CW Investment Corp: Shareholders approved amendments to the amended and restated memorandum and articles of association to extend the deadline for completing a business combination from October 13, 2023 to October 13, 2024, permit conversion of Class B ordinary shares to Class A shares on a one-for-one basis prior to c (effective 2023-10-11).

“Effective upon the approval of the Article Amendment Proposals, on October 11, 2023, the amended and restated memorandum and articles of association of the Company were amended pursuant to the resolutions set forth as Annex A, Annex B and Annex C to the definitive proxy statement relating to the Shareholder Meeting filed by the Company with the Securities and Exchange Commission on September 21, 2023.”
SRZN Surrozen, Inc./DE

Surrozen, Inc./DE: Amended quorum requirements for stockholder meetings from majority to at least one-third of voting power (effective 2023-10-10).

“On October 10, 2023, the board of directors of Surrozen, Inc. (the “Company”) amended and restated the Company’s Bylaws (the “Bylaws”), effective immediately.”

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.