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
WK Kellogg Co

WK Kellogg Co: Amended and Restated Certificate of Incorporation effective at 11:59 pm ET on October 1, 2023 (effective 2023-10-01).

“WK Kellogg’s Amended and Restated Certificate of Incorporation became effective at 11:59 pm ET on October 1, 2023”
VLTO Veralto Corp

Veralto Corp: Adopted Veralto’s Code of Conduct effective September 30, 2023 (effective 2023-09-30).

“In connection with the Separation, the Board adopted Veralto’s Code of Conduct effective as of September 30, 2023.”
VLTO Veralto Corp

Veralto Corp: Amended and restated Bylaws of Veralto effective September 29, 2023 (effective 2023-09-29).

“Also on September 29, 2023, the Certificate of Incorporation of Veralto was further amended and restated (the “Amended and Restated Certificate of Incorporation”) and the Bylaws of Veralto were amended and restated (the “Amended and Restated Bylaws”).”
VLTO Veralto Corp

Veralto Corp: Amended and restated Certificate of Incorporation to implement a 2,462,913.42-for-1 stock split, increase authorized common shares to 1 billion, and increase authorized preferred shares to 15 million (effective 2023-09-29).

“in connection with the Separation, on September 29, 2023, the Certificate of Incorporation of Veralto was amended to implement a 2,462,913.42-for-1 stock split of Veralto common stock and to increase the authorized number of shares of common stock to 1 billion and to increase the authorized number of shares of preferred stock to 15 million.”
VSTS Vestis Corp

Vestis Corp: Board adopted Business Conduct Policy and Corporate Governance Guidelines effective September 30, 2023 (effective 2023-09-30).

“the Board adopted certain Corporate Governance Guidelines and a Business Conduct Policy, in each case, effective as of September 30, 2023”
VSTS Vestis Corp

Vestis Corp: Amended and restated Bylaws effective immediately following the charter amendment on September 29, 2023 (effective 2023-09-29).

“and amended and restated its Bylaws (the “Amended and Restated Bylaws”), effective immediately thereafter”
VSTS Vestis Corp

Vestis Corp: Amended and restated Certificate of Incorporation effective September 29, 2023, in connection with the spin-off distribution (effective 2023-09-29).

“In connection with the Distribution, the Company filed an amended and restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”) with the Secretary of State of the State of Delaware on September 29, 2023 which became effective as of 11:59 p.m., Eastern Time, on September 29, 2023”
SIDU Sidus Space Inc.

Sidus Space Inc.: Board of Directors classified into three separate classes (effective 2023-09-28).

“On September 28, 2023, the Board of Directors of Sidus Space, Inc. (the “Company”) approved an amendment to the Company’s Amended and Restated Bylaws classifying the Board of Directors into 3 separate classes.”
Hennessy Capital Investment Corp. VI

Hennessy Capital Investment Corp. VI: On September 29, 2023, the Company filed the Extension Amendment to its Amended and Restated Certificate of Incorporation to extend the deadline to consummate an Initial Business Combination from October 1, 2023 to January 10, 2024 (effective 2023-09-29).

“On September 29, 2023, Hennessy Capital Investment Corp. VI (the “Company”) filed an amendment to the Company’s Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware (the “Extension Amendment”). The Extension Amendment extends the date by which the Company must (i) consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Initial Business Combination”), (ii) cease all operations except for the purpose of winding up, and (iii) redeem or repurchase 100% of the Company’s Class A common stock included as part of the units (the “Public Shares”) sold in the Company’s initial public offering that was consummated on October 1, 2021 (including the additional units sold on October 21, 2021 pursuant to the partial exercise of the underwriters’ over-allotment option), from October 1, 2023 to January 10, 2024, or such earlier date as determined by t”
SABS SAB Biotherapeutics, Inc.

SAB Biotherapeutics, Inc.: Filed Certificate of Designation creating Series A-1, A-2, and A-3 Convertible Preferred Stock with specified rights, preferences, and limitations (effective 2023-10-02).

“On October 2, 2023, the Company filed the Certificate of Designation with the Delaware Secretary of State designating 78,000 shares of its authorized and unissued preferred stock as Series A-1 Preferred Stock, 78,000 shares as Series A-2 Preferred Stock and 252,000 shares as Series A-3 Convertible Preferred Stock”
EBET, Inc.

EBET, Inc.: Approved and filed an amendment to the amended and restated articles of incorporation to effect a 1-for-30 reverse stock split (effective 2023-09-29).

“At the Company’s annual meeting of stockholders completed on July 26, 2023, the stockholders of the Company approved an amendment to the Company’s amended and restated articles of incorporation (the “Amendment”) to effect the reverse stock split at a ratio in the range of 1-for-2 to 1-for-30, with such ratio to be determined in the discretion of the Company’s board of directors and with such reverse stock split to be effected at such time and date, if at all, as determined by the Company’s board of directors in its sole discretion prior to the one-year anniversary of the annual meeting. 3 Pursuant to such authority granted by the Company’s stockholders, the Company’s board of directors approved a one-for-thirty (1:30) reverse stock split (the “Reverse Stock Split”) of the Company’s common stock and the filing of the Amendment to effectuate the Reverse Stock Split. The Amendment was filed with the Secretary of State of the State of Nevada and the Reverse Stock Split became effective in”
PTPI Petros Pharmaceuticals, Inc.

Petros Pharmaceuticals, Inc.: Amended Certificate of Designations of Series A Convertible Preferred Stock to permit additional procedures for payment of redemptions and conversions (effective 2023-09-29).

“On September 29, 2023, Petros Pharmaceuticals, Inc. (the “Company”) filed with the Secretary of State of the State of Delaware (the “Secretary of State”) a Certificate of Amendment of Certificate of Designations of Series A Convertible Preferred Stock (the “Certificate of Amendment”), which became effective upon filing. The Certificate of Amendment amends the Certificate of Designations of Series A Convertible Preferred Stock, previously filed with the Secretary of State on July 14, 2023, to permit certain additional procedures for the payment of redemptions and conversions.”
PhenomeX Inc.

PhenomeX Inc.: Certificate of incorporation amended and restated in its entirety in connection with the Merger, including changing the company name to Bruker Cellular Analysis, Inc (effective 2023-10-02).

“the Company’s certificate of incorporation as in effect immediately prior to the Merger was amended and restated in its entirety”
PhenomeX Inc.

PhenomeX Inc.: Bylaws amended and restated in their entirety in connection with the Merger, including to reflect the name change to Bruker Cellular Analysis, Inc (effective 2023-10-02).

“the bylaws of the Company were amended and restated in their entirety, including to reflect the Name Change”
BAFN BayFirst Financial Corp.

BayFirst Financial Corp.: Filed Articles of Amendment designating Series C Cumulative Convertible Preferred Stock (effective 2023-09-29).

“On September 29, 2023, the Company filed with the Florida Secretary of State, Division of Corporations Articles of Amendment to the Articles of Incorporation – Certificate of the Designation, Preferences, Rights, and Limitations of Series C Cumulative Convertible Preferred Stock”
PYPL PayPal Holdings, Inc.

PayPal Holdings, Inc.: Amended bylaws to update procedures and disclosure requirements for stockholder nominations, including universal proxy rules and proxy card color, and update adjournment/postponement procedures and stockholder list provisions under Delaware law (effective 2023-09-27).

“On September 27, 2023, as part of its periodic review of the governing documents of PayPal Holdings, Inc. (the “Company”), the Company’s Board of Directors (the “Board”) approved amendments to the Company’s Amended and Restated Bylaws (the “Bylaws”) to update and enhance the procedures and disclosure requirements for stockholder nominations of directors, including to address matters relating to the universal proxy rules set forth in Rule 14a-19 under the Securities Exchange Act of 1934, as amended, and to require that a stockholder soliciting proxies use a proxy card color other than white, along with other clarifying and conforming changes.”
Staffing 360 Solutions, Inc.

Staffing 360 Solutions, Inc.: Adopted a Certificate of Designation of Series A Junior Participating Preferred Stock, filed with the Delaware Secretary of State on September 30, 2023 (effective 2023-09-30).

“In connection with the adoption of the Rights Agreement, the Company has adopted a Certificate of Designation of Series A Junior Participating Preferred Stock (the “Certificate of Designation”). The Certificate of Designation was filed with the Secretary of State of the State of Delaware on September 30, 2023.”
ARR Armour Residential REIT, Inc.

Armour Residential REIT, Inc.: Amended articles of incorporation to effect a 1-for-5 reverse stock split and reduce par value and authorized shares (effective 2023-09-29).

“ARMOUR Residential REIT, Inc. (“ARMOUR” or the “Company”) filed two amendments to its Articles of Amendment and Restatement of Articles of Incorporation (the “Amendments”) with the Secretary of State of the State of Maryland, which effected the Company's previously announced one-for-five reverse stock split of its common stock (the “Reverse Stock Split”).”
20230930-DK-Butterfly-1, Inc.

20230930-DK-Butterfly-1, Inc.: Changed company name from 'Bed Bath & Beyond Inc.' to '20230930-DK-Butterfly-1, Inc.' via certificate of amendment to Amended and Restated Certificate of Incorporation (effective 2023-09-21).

“On September 21, 2023, the Company filed with the New York Secretary of State a Certificate of Amendment (the “Certificate”) to the Company’s Amended and Restated Certificate of Incorporation to change the Company’s name from “Bed Bath & Beyond Inc.” to “20230930-DK-Butterfly-1, Inc.””
CDT CDT Equity Inc.

CDT Equity Inc.: Company ceased to be a shell company as a result of the Business Combination.

“As a result of the Business Combination, the Company ceased to be a shell company”
CDT CDT Equity Inc.

CDT Equity Inc.: Board adopted a new code of conduct effective upon the Closing Date.

“Effective upon the Closing Date, in connection with the completion of the Business Combination, the Board adopted a new code of conduct”
CDT CDT Equity Inc.

CDT Equity Inc.: Company adopted amended and restated bylaws.

“the Company adopted amended restated bylaws pursuant to an Amended and Restated Bylaws (the "A&R Bylaws")”
CDT CDT Equity Inc.

CDT Equity Inc.: Company amended and restated its certificate of incorporation effective as of the Closing Date.

“In connection with the completion of the Business Combination, the Company amended and restated its certificate of incorporation, effective as of the Closing Date, pursuant to the Second A&R Certificate of Incorporation”
Permex Petroleum Corp

Permex Petroleum Corp: Increased shareholder quorum requirement from one shareholder to 33 1/3% of issued shares entitled to vote (effective 2023-09-26).

“On September 26, 2023, the board of directors of Permex Petroleum Corporation (the “Company”) approved an amendment to the Company’s Articles of Incorporation, effective immediately, to increase the quorum requirement for the transaction of business at a meeting of the Company’s shareholders from one shareholder to the holders of thirty-three and one-third percent (33 and 1/3%) of the Company’s issued shares entitled to vote at such meeting.”
Yotta Acquisition Corp

Yotta Acquisition Corp: Amended Article Sixth, Paragraph D of Amended Charter to modify net tangible asset requirement to at least $5,000,001 or otherwise exempt from Rule 419 (effective 2023-09-22).

“proposal to amend Article Sixth, Paragraph D. of the Amended Charter to modify the net tangible asset requirement to state that the Company will not consummate any business combination unless it (i) has net tangible assets of at least $5,000,001 upon consummation of such business combination, or (ii) is otherwise exempt from the provisions of Rule 419”
Yotta Acquisition Corp

Yotta Acquisition Corp: Amended Amended and Restated Certificate of Incorporation to extend business combination deadline from September 22, 2023 to August 22, 2024 (effective 2023-09-22).

“Company’s stockholders approved the amendment to the Company’s Amended and Restated Certificate of Incorporation to extend the date by which the Company has to consummate a business combination from September 22, 2023 to August 22, 2024”
Berenson Acquisition Corp. I

Berenson Acquisition Corp. I: Extended the deadline to consummate a business combination from September 30, 2023 to September 30, 2024 (effective 2023-09-28).

“on September 28, 2023, the Company filed with the Secretary of State of the State of Delaware a certificate of amendment to its amended and restated certificate of incorporation (the “Charter”) which became effective upon filing.”
AKA A.K.A. BRANDS HOLDING CORP.

A.K.A. BRANDS HOLDING CORP.: Filed Certificate of Amendment for a 1-for-12 reverse stock split of common stock (effective 2023-09-29).

“On September 25, 2023, a.k.a. Brands Holding Corp. (the “Company”) filed a Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company with the Secretary of State of the State of Delaware (the “Certificate of Amendment”) to affect a one-for-12 reverse stock split (the “Reverse Split”) of the shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”).”
AERWINS Technologies Inc.

AERWINS Technologies Inc.: Reduced stockholder meeting quorum from majority to one-third of outstanding shares (effective 2023-09-26).

“The Amended and Restated Bylaws reduced the required quorum at all meetings of the Company’s stockholders for the transaction of business, except as otherwise provided by statute or by the Company’s articles of incorporation, as amended, to one-third (331⁄3%) of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy”
Cyber App Solutions Corp.

Cyber App Solutions Corp.: The Company changed its fiscal year end from February 28th to December 31st (effective 2023-09-29).

“On September 29, 2023, the Board approved a change in fiscal year end of the Company from February 28th to December 31st.”
QTI QT IMAGING HOLDINGS, INC.

QT IMAGING HOLDINGS, INC.: Amended certificate of incorporation to extend the business combination deadline from September 28, 2023 to December 31, 2023 (effective 2023-09-28).

“At the Special Meeting, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation that extends the date by which the Company must consummate a business combination transaction from September 28, 2023 (the date which is 24 months from the closing date of the Company’s IPO) up to December 31, 2023. The certificate of amendment was filed with the Delaware Secretary of State and has an effective date of September 28, 2023.”
SKIL Skillsoft Corp.

Skillsoft Corp.: Certificate of Amendment filed to effect a 1-for-20 reverse stock split of Class A common stock (effective 2023-09-29).

“On September 29, 2023, Skillsoft Corp. (the “Company”) filed a Certificate of Amendment to the Company’s Certificate of Incorporation, as amended (the “Amendment”) with the Secretary of State of the State of Delaware pursuant to Delaware law to effect a 1-for-20 reverse stock split (the “Reverse Stock Split”) of the Company’s issued and outstanding shares of Class A common stock, par value $0.0001 per share (the “Common Stock”).”
MINERVA SURGICAL INC

MINERVA SURGICAL INC: Filed Certificate of Amendment to effect a 1-for-20 reverse stock split of common stock, effective at 11:59 p.m. on September 29, 2023 (effective 2023-09-29).

“On September 28, 2023, Minerva Surgical Inc. (the “Company”), filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation (the “Amendment”) with the Secretary of State of the State of Delaware to effect a 1-for-20 reverse stock split (the “Reverse Stock Split”) of the Company’s shares of common stock, $0.001 par value (the “Common Stock”).”
RiskOn International, Inc.

RiskOn International, Inc.: Amended Certificates of Designation for Series B and Series C Convertible Preferred Stock to eliminate voting rights (effective 2023-09-28).

“On September 28, 2023, BitNile Metaverse, Inc., a Nevada corporation formerly known as Ecoark Holdings, Inc. (the “ Company ”), filed Certificates of Amendment to the Certificate of Designation of Rights, Preferences, and Limitations (collectively, the “ Amended Certificates ”) with the Nevada Secretary of State with respect to the Company’s Series B Convertible Preferred Stock and its Series C Convertible Preferred Stock (together, the “ Preferred Stock ”) issued in connection with a Share Exchange Agreement dated February 8, 2023, by and among the Company, Ault Alliance, Inc. and the other signatories thereto. The Amended Certificates eliminated the voting rights of the holders of shares of the Preferred Stock.”
HROW HARROW, INC.

HARROW, INC.: Amended and restated bylaws solely to reflect the name change (effective 2023-09-29).

“On the effective date of the Name Change, the Company also amended and restated its bylaws (the “ Amended and Restated Bylaws ”) solely to reflect the Name Change.”
HROW HARROW, INC.

HARROW, INC.: Changed corporate name from Harrow Health, Inc. to Harrow, Inc. via certificate of amendment to the amended and restated certificate of incorporation (effective 2023-09-29).

“Effective as of September 29, 2023, Harrow Health, Inc. (the “ Company ”) changed its corporate name to Harrow, Inc. (the “ Name Change ”) pursuant to a certificate of amendment to the Company’s amended and restated certificate of incorporation filed with the Secretary of State of the State of Delaware.”
WAFD WAFD INC

WAFD INC: Bylaws amended and restated to reflect name change to WaFd, Inc (effective 2023-09-29).

“The Company’s Bylaws were also amended and restated, effective September 29, 2023 to reflect the Name Change.”
WAFD WAFD INC

WAFD INC: Articles of Amendment filed to change corporate name from Washington Federal, Inc. to WaFd, Inc (effective 2023-09-29).

“On September 27, 2023 Washington Federal, Inc. (the “Company”) filed Articles of Amendment to its Restated Articles of Incorporation, as amended, with the Washington Secretary of State, to change its corporate name to WaFd, Inc, (the “Name Change”). The Articles of Amendment are effective at 12:01 a.m. on September 29, 2023.”
METRO ONE TELECOMMUNICATIONS INC

METRO ONE TELECOMMUNICATIONS INC: Certification of Incorporation amended to effect a 1-for-75 reverse stock split and reduce authorized shares from 600 million to 35 million, effective September 27, 2023 (effective 2023-09-27).

“On August 4, 2023, pursuant to the approval provided by the requisite stockholders of Metro One Telecommunications, Inc. (the “ Company ”) on February 28, 2023, the Company’s Board of Directors approved an amendment to the Company’s Certificate of Incorporation (the “ Amendment ”) to effectuate a reverse stock split of the Company’s common stock, par value $0.0001 per share (the “ Common Stock ”), affecting both the authorized and issued and outstanding number of such shares by a ratio of 1-for-75 (the “ Reverse Stock Split ”).”
EMCORE CORP

EMCORE CORP: Filed Certificate of Designation of Series B Junior Participating Preferred Stock as part of Section 382 Tax Benefits Preservation Plan (effective 2023-09-28).

“the Board approved a Certificate of Designation of Series B Junior Participating Preferred Stock of EMCORE Corporation (the “Certificate of Designation”). The Certificate of Designation was filed with the Secretary of State of the State of New Jersey and became effective on September 28, 2023.”
MATW MATTHEWS INTERNATIONAL CORP

MATTHEWS INTERNATIONAL CORP: Amended and restated bylaws to update procedures for special meetings, director nominations, proxy voting, committees, and officer exculpation (effective 2023-09-26).

“On September 26, 2023, the Board of Directors (the “Board”) of Matthews International Corporation (the “Corporation”) approved an amendment and restatement of the Corporation’s Amended and Restated Bylaws (the “Amended and Restated Bylaws”).”
DCI DONALDSON Co INC

DONALDSON Co INC: Filed a Certificate of Elimination to eliminate Series A Junior Participating Preferred Stock designation that was expired and had no shares outstanding (effective 2023-09-22).

“On September 22, 2023, Donaldson Company, Inc. (the “Company”) filed a Certificate of Elimination of Series A Junior Participating Preferred Stock with the Delaware Secretary of State, which, effective upon filing, eliminated all matters set forth in the Certificate of Designation of Series A Junior Participating Preferred Stock (the “Certificate of Designation”).”
KKR Infrastructure Conglomerate LLC

KKR Infrastructure Conglomerate LLC: Company executed its Third Amended and Restated Limited Liability Company Agreement, adding Class R-S Shares, removing automatic conversion feature of Class R-D Shares, and removing the 60-day distribution payment date requirement (effective 2023-09-25).

“On September 25, 2023, the Company executed its Third Amended and Restated Limited Liability Company Agreement (the “Third A&R LLCA”), which amended and restated the Company’s Second Amended and Restated Limited Liability Company Agreement, dated as of May 26, 2023.”
Arogo Capital Acquisition Corp.

Arogo Capital Acquisition Corp.: Amended the Trust Agreement to extend the business combination period and update defined terms (effective 2023-12-29).

“allowing the Company to extend the business combination period from December 29, 2023 to December 29, 2024, and updating certain defined terms in the Trust Agreement.”
Arogo Capital Acquisition Corp.

Arogo Capital Acquisition Corp.: Extended the business combination deadline from December 29, 2023 to December 29, 2024 and decreased the monthly extension fee (effective 2023-09-28).

“The Company filed the Charter Amendment with the Office of the Secretary of State of Delaware on September 28, 2023”
GDST Goldenstone Acquisition Ltd.

Goldenstone Acquisition Ltd.: Amended Certificate of Incorporation to extend business combination deadline from September 21, 2023 to June 21, 2024, with up to nine monthly extensions (effective 2023-09-21).

“The Company filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation on September 21, 2023 reflecting the amendments approved at the Special Meeting.”
Landcadia Holdings IV, Inc.

Landcadia Holdings IV, Inc.: Amended the certificate of incorporation to extend the business combination deadline, delete net tangible asset restrictions, and provide for founder share conversion rights (effective 2023-09-27).

“On September 27, 2023, the Company filed the Charter Amendment (as defined below) with the Secretary of State of the State of Delaware.”
Fathom Digital Manufacturing Corp

Fathom Digital Manufacturing Corp: Amended and Restated Certificate of Incorporation to effect a 1-for-20 reverse stock split (effective 2023-09-28).

“The Reverse Stock Split became effective on September 28, 2023 upon filing of the Amended and Restated Certificate of Incorporation of the Company (the “A&R Charter”) with the Secretary of State of the State of Delaware (the “Effective Time”).”
TRTN-PA Triton International Ltd

Triton International Ltd: Memorandum of association of the surviving company was amended and restated in connection with the merger.

“Pursuant to the Merger Agreement, at the Effective Time, the memorandum of association of the Surviving Company was amended and restated in its entirety to be in substantially the form of the memorandum of association of Merger Sub as in effect immediately prior to the Effective Time (the “Memorandum of Association”).”
Syneos Health, Inc.

Syneos Health, Inc.: Effective at the Merger Effective Time, holders of Common Stock ceased to have any rights as stockholders (other than the right to receive Merger Consideration), which is a material modification to the rights of security holders related to the consummation of a merger.

“At the Effective Time, each holder of Common Stock outstanding immediately prior to the Effective Time ceased to have any rights as a stockholder of the Company (other than the right to receive the Merger Consideration for such shares pursuant to the terms of the Merger Agreement).”

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.