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
SNSE Sensei Biotherapeutics, Inc.

Sensei Biotherapeutics, Inc.: Certificate of Designation creating Series B Preferred Stock filed with Delaware Secretary of State (effective 2026-02-17).

“On February 17, 2026, the Company filed with the Secretary of State of the State of Delaware a Certificate of Designation of Preferences, Rights and Limitations of the Series B Preferred Stock”
CNTN Canton Strategic Holdings, Inc.

Canton Strategic Holdings, Inc.: Bylaws amended to reflect name change and current size of Board of Directors (effective 2026-02-18).

“The Company also amended and restated its bylaws on February 18, 2026 to reflect the Name Change and reflect the current size of the Board of Directors.”
CNTN Canton Strategic Holdings, Inc.

Canton Strategic Holdings, Inc.: Name change from Tharimmune, Inc. to Canton Strategic Holdings, Inc., approved via amended and restated certificate of incorporation (effective 2026-02-09).

“On February 18, 2026, Tharimmune, Inc. (the “ Company ”) changed its corporate name to “Canton Strategic Holdings, Inc.,” pursuant to an amended and restated certificate of incorporation filed with the Delaware Secretary of State on February 9, 2026”
HSPT Horizon Space Acquisition II Corp.

Horizon Space Acquisition II Corp.: Amended Articles 48.7 and 48.8 of the Amended and Restated Memorandum and Articles of Association to extend the business combination deadline to allow up to twelve monthly extensions to February 18, 2027 (effective 2024-11-18).

“At the Extension EGM , 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 “Current MAA”) to provide that the Company must (i) consummate a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Company with one or more businesses, 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 units sold in the Company’s initial public offering that was consummated on November 18, 2024, by February 18, 2026 (the “Termination Date”), and if the Company does not consummate a business combination by February 18, 2026, the Termination Date may be extended up to twelve times, each by an additional one-month extension, for a total of up to twelve months to February 18, 2027, wit”
APC ARKO Petroleum Corp.

ARKO Petroleum Corp.: Filed Amended and Restated Certificate of Incorporation effective upon filing on February 12, 2026 (effective 2026-02-12).

“Amended and Restated Certificate of Incorporation On February 12, 2026, the Company filed the Amended and Restated Certificate of Incorporation of the Company (the “A&R Charter”) with the Secretary of State of the State of Delaware in connection with the closing of the IPO, which became effective upon filing.”
RFAM RF Acquisition Corp III

RF Acquisition Corp III: Adoption of Amended and Restated Memorandum and Articles of Association, effective September 29, 2025 (effective 2025-09-29).

“On September 29, 2025, the Company adopted its Amended and Restated Memorandum and Articles of Association (the “Amended Charter”), effective the same day.”
PLUS EPLUS INC

EPLUS INC: Amended and restated Bylaws with changes to stockholder director nomination cure, dividend authority, inspector of elections, and administrative updates (effective 2026-02-17).

“On February 17, 2026, 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.”
RSG REPUBLIC SERVICES, INC.

REPUBLIC SERVICES, INC.: Amended Section 7.4 of the bylaws to extend the exclusive forum provision to cover certain stockholder actions that do not constitute an internal corporate claim under DGCL Section 115 (effective 2026-02-10).

“On February 10, 2026, Republic Services, Inc. (the “Company”) amended its Amended and Restated Bylaws to extend the exclusive forum provision in Section 7.4 of the Bylaws to include any action brought by a stockholder, when acting in their capacity as a stockholder or in the right of the Company, that does not constitute an “internal corporate claim” as defined by Section 115 of the Delaware General Corporation Law, if such claim relates to the business of the Company, the conduct of its affairs, or the rights or powers of the Company or its stockholders, directors or officers.”
CHRN EKSO BIONICS HOLDINGS, INC.

EKSO BIONICS HOLDINGS, INC.: Second Restated Bylaws introduce new provisions effective upon Closing, including quorum requirements, written consent rules, board quorum, amendment provisions, and no cumulative voting (effective 2026-02-14).

“On February 14, 2026, the Board approved the Second Restated Articles, which will only become effective immediately prior to the Closing, subject to stockholder approval, and the Second Amended and Restated Bylaws (the “Second Restated Bylaws”), which will only become effective upon the Closing.”
CHRN EKSO BIONICS HOLDINGS, INC.

EKSO BIONICS HOLDINGS, INC.: Board approved Second Restated Articles, effective upon Closing, increasing authorized common shares from 141,428,571 to 290,000,000 and making other changes (effective 2026-02-14).

“On February 14, 2026, the Board approved the Second Restated Articles, which will only become effective immediately prior to the Closing, subject to stockholder approval, and the Second Amended and Restated Bylaws (the “Second Restated Bylaws”), which will only become effective upon the Closing.”
CHRN EKSO BIONICS HOLDINGS, INC.

EKSO BIONICS HOLDINGS, INC.: Amendment No. 1 to Bylaws removes prohibition on stockholder action by written consent and revises record date provision to clarify applicability to meetings only (effective 2026-02-14).

“On February 14, 2026, the Board adopted an amendment (“Amendment No. 1”) to the Company’s amended and restated by-laws (the “Bylaws”) to align certain provisions of the Bylaws with Nevada law by (i) removing the provision of the Bylaws prohibiting stockholder action by written consent, and (ii) revising the record date provision to clarify that such provision is only applicable to meetings of stockholders.”
MDRR Medalist Diversified, Inc.

Medalist Diversified, Inc.: Amended Articles of Incorporation to change corporate name from 'Medalist Diversified REIT, Inc.' to 'Medalist Diversified, Inc.' (effective 2026-03-02).

“On February 17, 2026, the Company amended its Articles of Incorporation and Bylaws solely to change the corporate name from “Medalist Diversified REIT, Inc.” to “Medalist Diversified, Inc.” effective March 2, 2026.”
MDRR Medalist Diversified, Inc.

Medalist Diversified, Inc.: Removed REIT ownership restrictions by filing a Certificate of Notice reflecting Board's determination to terminate REIT election (effective 2026-01-01).

“On February 12, 2026, the Company’s board of directors (the “Board”) authorized termination of the Company’s REIT election which when terminated will be effective January 1, 2026. The restrictions on ownership and transfer of Shares (as defined the in the Company’s Articles of Incorporation) set forth in Article VI of the Company’s Articles of Incorporation, including, without limitation, the “Aggregate Share Ownership Limit,” as defined therein, no longer apply.”
OBAI Our Bond, Inc.

Our Bond, Inc.: Changed corporate name to Our Bond, Inc (effective 2026-02-11).

“the Certificate of Amendment to our Articles of Incorporation, reflecting the name change, is filed herewith as Exhibit 3.1.”
ACQC Relativity Acquisition Corp

Relativity Acquisition Corp: Extended deadline for initial business combination from February 15, 2026 to February 15, 2027 (effective 2026-02-12).

“On February 12, 2026, Relativity Acquisition Corp. (the “ Company ”) held a special meeting of stockholders (the “ Meeting ”). At the Meeting, the Company’s stockholders approved an amendment to the Company’s second amended and restated certificate of incorporation (the “Charter Amendment ”) to extend the date by which the Company must consummate its initial business combination from February 15, 2026 to February 15, 2027, or such earlier date as determined by the Company’s board of directors (the “ Board ”).”
INFQ Infleqtion, Inc.

Infleqtion, Inc.: Company ceased to be a shell company as a result of the Mergers.

“As a result of the Mergers, which fulfilled the definition of a Business Combination as required by the Amended and Restated Memorandum and Articles of Association of Company, as in effect immediately prior to the Domestication, the Company ceased to be a shell company (as defined in Rule 12b-2 of the Exchange Act) as of the Closing.”
INFQ Infleqtion, Inc.

Infleqtion, Inc.: Board adopted a new Code of Business Conduct & Ethics on the Closing Date.

“In connection with the Business Combination, on the Closing Date, the Board approved and adopted a new Code of Business Conduct & Ethics applicable to all employees, officers and directors of the Company.”
INFQ Infleqtion, Inc.

Infleqtion, Inc.: Board approved and adopted new Bylaws effective February 13, 2026 (effective 2026-02-13).

“On February 13, 2026, the Board approved and adopted the Bylaws (the “ Bylaws ”), which became effective as of the day of Closing.”
INFQ Infleqtion, Inc.

Infleqtion, Inc.: Certificate of Incorporation amended and filed with Delaware Secretary of State on February 12, 2026, per Organizational Documents Proposal approved by shareholders (effective 2026-02-12).

“The Certificate of Incorporation of the Company (the “ Certificate of Incorporation ”), which became effective upon filing with the Secretary of State of the State of Delaware on February 12, 2026, includes the amendments proposed by the Organizational Documents Proposal.”
Macquarie Infrastructure Fund, L.P.

Macquarie Infrastructure Fund, L.P.: Amended Code of Business Conduct and Ethics to clarify oversight authority (effective 2026-02-11).

“On February 11, 2026, the Board of Directors of Macquarie Infrastructure Fund, L.P. approved and adopted an amended Code of Business Conduct and Ethics (as amended, the “Code”). The Code was amended to, among others, clarify the parties with oversight authority for the various portions of the Code. The amendments reflected in the Code did not relate to or result in any waiver, explicit or implicit, of any provision of the previous Code of Business Conduct and Ethics.”
PAAC Proem Acquisition Corp. I

Proem Acquisition Corp. I: Adopted Amended and Restated Memorandum and Articles of Association (effective 2026-02-11).

“On February 11, 2026, and in connection with the IPO, the Company adopted its Amended and Restated Memorandum and Articles of Association.”
XFLH XFLH Capital Corp

XFLH Capital Corp: Adopted Amended and Restated Memorandum and Articles of Association in connection with IPO (effective 2026-02-11).

“On February 11, 2026, in connection with the IPO, the Company adopted its Amended and Restated Memorandum and Articles of Association (the “Amended Charter”), effective the same day.”
TMTS Spartacus Acquisition Corp. II

Spartacus Acquisition Corp. II: Filed amended and restated memorandum and articles of association effective February 10, 2026 in connection with IPO (effective 2026-02-10).

“On February 10, 2026, in connection with the IPO, the Company filed its amended and restated memorandum and articles of association (the “ Amended and Restated Memorandum and Articles of Association ”) with the Cayman Islands Registrar of Companies, which was effective on February 10, 2026.”
PLUG PLUG POWER INC

PLUG POWER INC: Proposal to adjust voting requirements to align with Section 242(d)(2) of the DGCL was not approved (effective 2026-02-12).

“Proposal 1 did not receive the affirmative vote of a majority of the voting power of the shares of common stock outstanding and entitled to vote on the matter and therefore was not approved.”
PLUG PLUG POWER INC

PLUG POWER INC: Increased authorized shares of common stock from 1,500,000,000 to 3,000,000,000 upon stockholder approval (effective 2026-02-12).

“The Charter Amendment became effective February 12, 2026 upon its filing with the Secretary of State of the State of Delaware.”
SYNCHRONOSS TECHNOLOGIES INC

SYNCHRONOSS TECHNOLOGIES INC: Bylaws amended and restated to conform to bylaws of Merger Sub.

“the Company’s bylaws, as in effect immediately prior to the Effective Time, were amended and restated to conform to the bylaws of Merger Sub (the “ Amended and Restated Bylaws ”)”
SYNCHRONOSS TECHNOLOGIES INC

SYNCHRONOSS TECHNOLOGIES INC: Certificate of incorporation amended and restated to Third Amended and Restated Certificate of Incorporation in connection with merger.

“the Restated Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, was amended and restated to be in the form of the certificate of incorporation set forth on Exhibit A to the Merger Agreement (the “ Third Amended and Restated Certificate of Incorporation ”)”
NDLS NOODLES & Co

NOODLES & Co: Amendment to certificate of incorporation to effect a 1-for-8 reverse stock split of Class A Common Stock (effective 2026-02-18).

“The Company filed the Certificate of Amendment with the Secretary of State of the State of Delaware to effect the Reverse Stock Split on February 12, 2026, with the Reverse Stock Split to become effective at 12:01 a.m. Eastern Time on February 18, 2026 (the “Effective Time”).”
TPH Tri Pointe Homes, Inc.

Tri Pointe Homes, Inc.: Added Article IX designating Delaware Court of Chancery as exclusive forum for certain actions and federal district courts for Securities Act claims (effective 2026-02-12).

“The Bylaws Amendment adds a new Article IX, which provides that, unless the Company otherwise consents to an alternative forum in writing, (i) the Court of Chancery of the State of Delaware is designated as the sole and exclusive forum for certain specified legal actions involving the Company and (ii) the federal district courts of the United States of America, to the fullest extent permitted by law, are designated as the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended (the “ Securities Act ”).”
INTS INTENSITY THERAPEUTICS, INC.

INTENSITY THERAPEUTICS, INC.: Filed amendment to certificate of incorporation to effect a 1-for-25 reverse stock split (effective 2026-02-13).

“On February 13, 2026, Intensity Therapeutics, Inc. (the “Company”) filed with the Secretary of State of the State of Delaware an amendment (the “Certificate of Amendment”) to its amended and restated certificate of incorporation, as amended, to effect a reverse stock split of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), at a ratio of 1-for-25 (the “Reverse Stock Split”).”
FGNX FG Nexus Inc.

FG Nexus Inc.: Filed amendment to Certificate of Change to effect a 1-for-5 reverse stock split and reduce authorized common shares from 900,000,000 to 180,000,000, effective February 13, 2026 (effective 2026-02-13).

“On February 10, 2026, FG Nexus Inc., a Nevada corporation (the “Company”), filed an amendment to its Certificate of Change (the “Amendment”) with the Secretary of State of the State of Nevada to effect a 1-for-5 reverse stock split effective at 9:30 a.m. Eastern Time on February 13, 2026 (the “Reverse Stock Split”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”). The Amendment also reduced the Company’s authorized shares of common stock from 900,0000,000 shares to 180,000,000 shares.”
QTZM Quantum Genesis AI Corp.

Quantum Genesis AI Corp.: Amended Articles of Incorporation to change company name from Quantumzyme Corp. to Quantum Genesis AI Corp (effective 2026-02-11).

“The Company filed a Certificate of Amendment to the Articles of Incorporation (the “Amended Articles”) with the Secretary of State of the State of Nevada on February 11, 2026.”
CMII Columbus Circle Capital Corp II

Columbus Circle Capital Corp II: Filed amended and restated memorandum and articles of association effective February 10, 2026, in connection with the IPO (effective 2026-02-10).

“On February 10, 2026, in connection with the IPO, the Company filed its amended and restated memorandum and articles of association (the “ Amended and Restated Memorandum and Articles of Association ”) with the Cayman Islands Registrar of Companies, which was effective on February 10, 2026.”
SVIV Spring Valley Acquisition Corp. IV

Spring Valley Acquisition Corp. IV: The Company filed amended and restated memorandum and articles of association to authorize additional classes of shares (effective 2026-02-09).

“On February 9, 2026, the Company filed its amended and restated memorandum and articles of association (the “Amended Articles”) with the Registrar of Companies in the Cayman Islands. Among other things, the Amended Articles authorize the issuance of up to (i) 200,000,000 Class A Ordinary Shares, (ii) 20,000,000 Class B ordinary shares, par value $0.0001 per share, and (iii) 1,000,000 preference shares, par value $0.0001 per share.”
OLYMPIC STEEL INC

OLYMPIC STEEL INC: Articles of incorporation and code of regulations amended and restated in their entirety pursuant to merger agreement.

“Pursuant to the Merger Agreement, as of the Effective Time, the Company’s Amended and Restated Articles of Incorporation and Third Amended and Restated Code of Regulations were amended and restated in their entirety.”
AVADEL PHARMACEUTICALS PLC

AVADEL PHARMACEUTICALS PLC: Memorandum and Articles of Association were amended effective as of the Effective Time in connection with the Transaction Agreement and Scheme.

“the Memorandum and Articles of Association of the Company were amended”
QNTO QUAINT OAK BANCORP, INC.

QUAINT OAK BANCORP, INC.: Amended and restated Bylaws to clarify roles of CEO and President, eliminate requirement for physical stock certificates, and make other technical revisions (effective 2026-02-11).

“On February 11, 2026, the Board of Directors of Quaint Oak Bancorp, Inc. (the “Company”) amended and restated the Company’s Bylaws (the “Amended and Restated Bylaws”), effective immediately.”
ANY Sphere 3D Corp.

Sphere 3D Corp.: Effected a 1-for-10 share consolidation of common shares via Articles of Amendment (effective 2026-02-09).

“On February 9, 2026, Sphere 3D Corp. (the "Company") filed Articles of Amendment (the "Amendment") to effectuate a share consolidation (the "Share Consolidation") of its issued and outstanding common shares in the ratio of 1-for-10.”
FRMM FORUM MARKETS Inc

FORUM MARKETS Inc: Adopted Fourth Amended and Restated Bylaws enhancing stockholder nomination and proposal procedures, expanding Board authority over meetings, adding a federal forum selection provision, and making technical updates to conform to Delaware law (effective 2026-02-11).

“On February 11, 2026, the board of directors (the “ Board ”) of ETHZilla Corporation (the “ Company ”) adopted, by unanimous written consent, the Fourth Amended and Restated Bylaws of the Company (the “ Amended and Restated Bylaws ”), which became effective as of such date.”
VTAK Catheter Precision, Inc.

Catheter Precision, Inc.: Filed Series J Certificate of Designation with Delaware Secretary of State on February 9, 2026, as corrected on February 12, 2026, to establish Series J Convertible Preferred Stock (effective 2026-02-09).

“as further described by the Certificate of Designation of Preferences, Rights and Limitations of Series J Convertible Preferred Stock which was filed with the Delaware Secretary of State on February 9, 2026, as corrected on February 12, 2026 (the "Series J Certificate of Designation")”
Goal Acquisitions Corp.

Goal Acquisitions Corp.: Amended the certificate of incorporation to extend the deadline for consummating an initial business combination (effective 2026-02-10).

“On February 10, 2026, the Company filed an amendment to the Amended and Restated Certificate of Incorporation of the Company (the “Charter Amendment”) to extend the initial period of time by which the Company has to consummate an initial business combination to the Termination Date.”
MWH SOLV Energy, Inc.

SOLV Energy, Inc.: Company adopted amended charter and bylaws, effective February 10, 2026, including authorized capital stock structure of Class A, Class B common and preferred shares (effective 2026-02-10).

“On February 10, 2026, the Charter, substantially in the form previously filed as Exhibit 3.2 to the Registration Statement, and the Company’s Amended and Restated Bylaws (the “ Bylaws ”), substantially in the form previously filed as Exhibit 3.4 to the Registration Statement, became effective.”
C CITIGROUP INC

CITIGROUP INC: Filed Certificate of Designations establishing 6.500% Fixed Rate Reset Noncumulative Preferred Stock, Series JJ, amending Restated Certificate of Incorporation (effective 2026-02-11).

“On February 11, 2026, Citigroup Inc. filed a Certificate of Designations with the Secretary of State of the State of Delaware, establishing the designations, preferences, powers and rights of the shares of a new series of Citigroup preferred stock, 6.500% Fixed R at e Reset Noncumulative Preferred Stock, Series JJ. The Certificate of Designations amended Citigroup’s Restated Certificate of Incorporation, as amended, and was effective immediately on filing.”
VASO VASO Corp

VASO Corp: Vaso Corporation adopted amendments to its Bylaws effective February 11, 2026, including modifications to annual meeting timing, virtual meetings, quorum, stockholder action without a meeting, director count, committee formation, officer roles, indemnification, and uncertificated shares (effective 2026-02-11).

“On February 11, 2026, the Board of Directors of Vaso Corporation (“Vaso”) adopted amendments to Vaso’s Bylaws, as further described below. These amendments were effective February 11, 2026.”
TreeHouse Foods, Inc.

TreeHouse Foods, Inc.: The bylaws of the surviving corporation were replaced by the bylaws of Merger Sub, with references to Merger Sub replaced by the Company's name.

“At the Effective Time, (i) the articles of incorporation of the Company, as the surviving corporation, were amended and restated in their entirety and (ii) the bylaws of Merger Sub, as in effect immediately prior to the Effective Time, became the bylaws of the Company, as the surviving corporation, in accordance with the terms of the Merger Agreement (except that references to the name of Merger Sub were replaced by the name of the Company).”
TreeHouse Foods, Inc.

TreeHouse Foods, Inc.: The articles of incorporation were amended and restated in their entirety in connection with the merger.

“At the Effective Time, (i) the articles of incorporation of the Company, as the surviving corporation, were amended and restated in their entirety and (ii) the bylaws of Merger Sub, as in effect immediately prior to the Effective Time, became the bylaws of the Company, as the surviving corporation, in accordance with the terms of the Merger Agreement (except that references to the name of Merger Sub were replaced by the name of the Company).”
ATOM Atomera Inc

Atomera Inc: Reduced quorum for stockholder meetings from majority to 1/3 of outstanding voting shares, and changed voting requirement for non-director matters to majority of votes cast (excluding abstentions and broker non-votes) (effective 2026-02-05).

“On February 5, 2026, our Board of Directors approved and adopted our Second Amended and Restated Bylaws (“Amended Bylaws”) of the Corporation.”
INSP Inspire Medical Systems, Inc.

Inspire Medical Systems, Inc.: Amended and Restated Bylaws approved by the Board, subject to and effective upon stockholder approval of the Proposed Charter Amendment, removing the provision that directors may be removed only for cause (effective 2026-02-05).

“On February 5, 2026, the Board approved the Amended and Restated Bylaws of the Company (the “Amended Bylaws”), subject to and effective upon the approval of the Proposed Charter Amendment by the stockholders at the Company’s 2026 Annual Meeting.”
INSP Inspire Medical Systems, Inc.

Inspire Medical Systems, Inc.: Proposal to declassify the Board of Directors and provide for annual election of directors following a phase-in period, subject to stockholder approval at the 2026 Annual Meeting.

“The Company intends to put forth a proposal at the Company’s annual meeting of stockholders to be held in 2026 (the “2026 Annual Meeting”) to amend its Seventh Amended and Restated Certificate of Incorporation in order to declassify its Board of Directors (the “Board”) and provide for the annual election of directors following a phase-in period (the “Proposed Charter Amendment”).”
IGTA Inception Growth Acquisition Ltd

Inception Growth Acquisition Ltd: Sixth amendment to the certificate of incorporation extending the business combination deadline from February 13, 2026 to August 13, 2026 (effective 2026-02-09).

“the Company filed the sixth amendment to the amended and restated certificate of incorporation on February 9, 2026 (the “Charter Amendment”), giving the Company the right to extend the date by which the Company has to consummate a business combination from February 13, 2026 (the date that is 50 months from the closing date of the IPO) to August 13, 2026 (the date that is 56 months from the closing date of the IPO).”

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.