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
NHP National Healthcare Properties, Inc.

National Healthcare Properties, Inc.: Company filed Articles Supplementary to effect declassification of the Board and prohibit election to be subject to MUTA Section 3-803 without stockholder approval (effective 2026-01-12).

“On January 12, 2026, the Company filed one set of Articles Supplementary with the SDAT to document and effect the Declassification Election (the “Declassification Articles Supplementary”), and a separate set of Articles Supplementary to effect the Prohibition (the “Prohibition Articles Supplementary”), in each case effective immediately upon acceptance for record of such filings by the SDAT.”
NHP National Healthcare Properties, Inc.

National Healthcare Properties, Inc.: Board amended and restated bylaws to implement universal proxy rules, enhance stockholder nomination procedures, provide proxy access, and remove director qualification provision (effective 2026-01-09).

“On January 9, 2026, the Board amended and restated the Company’s amended and restated bylaws, effective immediately (as so amended and restated, the “Amended and Restated Bylaws”), to, among other things: • address the “universal proxy rules” adopted by the SEC pursuant to Rule 14a-19”
MGX Metagenomi Therapeutics, Inc.

Metagenomi Therapeutics, Inc.: Amended and restated bylaws solely to reflect the name change (effective 2026-01-12).

“the Company’s Board also amended and restated its Amended and Restated Bylaws (as amended, the “Second Amended and Restated Bylaws”), effective on January 12, 2026, solely to reflect the Name Change.”
MGX Metagenomi Therapeutics, Inc.

Metagenomi Therapeutics, Inc.: Amended certificate of incorporation to change company name from Metagenomi, Inc. to Metagenomi Therapeutics, Inc (effective 2026-01-12).

“filed a certificate of amendment to its Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), solely to change the Company’s name from “Metagenomi, Inc.” to “Metagenomi Therapeutics, Inc.” (the “Name Change”), which became effective at 12:01 a.m. Pacific Time on January 12, 2026.”
DFTX Definium Therapeutics, Inc.

Definium Therapeutics, Inc.: Changed company name from Mind Medicine (MindMed) Inc. to Definium Therapeutics, Inc. via alteration of Notice of Articles (effective 2026-01-09).

“On January 9, 2026, the Company filed a Notice of Alteration with the Province of British Columbia Registrar of Companies to alter its Notice of Articles to change the Company’s corporate name from “Mind Medicine (MindMed) Inc.” to “Definium Therapeutics, Inc.””
BKKT Bakkt, Inc.

Bakkt, Inc.: Amended and restated By-Laws to reflect the name change to 'Bakkt, Inc.', effective January 22, 2026 (effective 2026-01-22).

“the Board also approved an amendment and restatement of the By-Laws of the Company (the “Amended and Restated By-Laws”). The Amended and Restated By-Laws will be effective as of 12:01 a.m. Eastern Time on January 22, 2026. The changes in the By-Laws solely reflect the Name Change.”
BKKT Bakkt, Inc.

Bakkt, Inc.: Filed Certificate of Amendment to change company name to 'Bakkt, Inc.', effective January 22, 2026 (effective 2026-01-22).

“the Board approved a Certificate of Amendment of the Amended and Restated Certificate of Incorporation of the Company (the “Certificate of Amendment”) to change the name of the Company to “Bakkt, Inc.” (the “Name Change”). The Name Change and the Certificate of Amendment will be effective as of 12:01 a.m. Eastern Time on January 22, 2026.”
BKKT Bakkt, Inc.

Bakkt, Inc.: Filed Certificate of Elimination to remove all matters related to Series A Non-Voting Convertible Preferred Stock from the Amended and Restated Certificate of Incorporation (effective 2026-01-09).

“the Company filed a Certificate of Elimination (the “Certificate of Elimination”) with the Secretary of State of the State of Delaware on January 9, 2026. Effective upon filing, the Certificate of Elimination eliminated from the Company’s Amended and Restated Certificate of Incorporation all matters set forth in the Certificate of Designations with respect to the Series A Non-Voting Convertible Preferred Stock.”
WETH Wetouch Technology Inc.

Wetouch Technology Inc.: Increased authorized shares of common stock from 15,000,000 to 65,000,000 (effective 2026-01-07).

“On January 7, 2026, Wetouch Technology Inc. (the “Company”) filed with the Secretary of State of the State of Nevada an amendment to the Company’s Articles of Incorporation, as amended (the “Amendment”), which became effective on that date. In connection with the Amendment, the Company also filed its Second Amended and Restated Articles of Incorporation (the “Restated AOI”). The Amendment was approved by the Company’s stockholders at the annual meeting held on December 26, 2025, and increased the number of authorized shares of the Company’s common stock from 15,000,000 to 65,000,000.”
BCAB BioAtla, Inc.

BioAtla, Inc.: Filed Certificate of Designation for Series A Junior Preferred Stock (Super-Voting Share) establishing its voting, dividend, liquidation, redemption, and transfer terms (effective 2026-01-09).

“On January 9, 2026, the Company filed a Certificate of Designation of Series A Junior Preferred Stock (the “Certificate of Designation”) with the Secretary of State of the State of Delaware with respect to the Super-Voting Share.”
FORA Forian Inc.

Forian Inc.: Company redomiciled from Delaware to Maryland via statutory conversion, with new charter and bylaws (effective 2026-01-09).

“The Redomiciliation was effective at 12:01 a.m. Eastern Time on January 9, 2026”
RPC Ridgepost Capital, Inc.

Ridgepost Capital, Inc.: Adopted Second Amended and Restated Bylaws solely reflecting the name change (effective 2026-02-11).

“The Company’s board of directors also adopted the Second Amended and Restated Bylaws of the Company solely reflecting the name change, effective as of the Effective Date.”
RPC Ridgepost Capital, Inc.

Ridgepost Capital, Inc.: Amended and Restated Certificate of Incorporation to change company name from P10, Inc. to Ridgepost Capital, Inc (effective 2026-02-11).

“On January 12, 2026, P10, Inc. (the “Company”) filed with the Secretary of State of the State of Delaware a Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation changing the Company’s name from “P10, Inc.” to “Ridgepost Capital, Inc.”, effective as of February 11, 2026 (the “Effective Date”).”
DRCT Direct Digital Holdings, Inc.

Direct Digital Holdings, Inc.: Filing of Certificate of Amendment to effect a 55-to-1 reverse stock split of Series A and Series B common stock (effective 2026-01-12).

“On January 9, 2026, Direct Digital Holdings, Inc. (the “ Company ”) filed a Certificate of Amendment (the “ Amendment ”) to its Amended and Restated Certificate of Incorporation, as amended, with the Secretary of State of the State of Delaware to effect a 55-to-1 reverse stock split (the “ Reverse Stock Split ”) of the Company’s shares of Series A common stock, $0.001 par value and Series B common stock, $0.001 par value.”
MGAM Mobile Global Esports, Inc.

Mobile Global Esports, Inc.: Increased authorized shares of common stock from 100,000,000 to 300,000,000 (effective 2026-01-12).

“On January 12, 2026, Mobile Global Esports Inc. (the “Company”) filed a Certificate of Amendment with the Secretary of State of the State of Delaware to the Company’s Certificate of Incorporation (the “Certificate of Amendment”) to increase the number of authorized shares of the Company’s common stock from 100,000,000 to 300,000,000.”
AKTS Aktis Oncology, Inc.

Aktis Oncology, Inc.: Amended and restated bylaws to establish procedures for stockholder proposals and director nominations, modify indemnification provisions, and conform to amended charter (effective 2026-01-12).

“the amended and restated bylaws of the Company (the “Amended and Restated Bylaws”), became effective as of immediately prior to the completion of the IPO on January 12, 2026. The Amended and Restated Bylaws amend and restate the Company’s bylaws in their entirety to, among other things: (i) establish procedures relating to the presentation of stockholder proposals at stockholder meetings; (ii) establish procedures relating to the nomination of directors; (iii) modify the indemnification provisions for the Company’s directors and officers, and (iv) conform to the amended provisions of the Amended and Restated Certificate.”
AKTS Aktis Oncology, Inc.

Aktis Oncology, Inc.: Amended and restated certificate of incorporation to authorize additional common/preferred stock, eliminate existing preferred series, change director removal vote threshold, establish classified board, and eliminate stockholder action by written consent (effective 2026-01-12).

“on January 12, 2026, the Company filed its amended and restated certificate of incorporation (the “Amended and Restated Certificate”) with the Secretary of State of the State of Delaware. The Amended and Restated Certificate amends and restates the Company’s existing sixth amended and restated certificate of incorporation, as amended, in its entirety to, among other things: (i) authorize 480,000,000 shares of Common Stock and 10,000,000 shares of Class A common stock, par value $0.0001 per share; (ii) eliminate all references to the previously-existing series of preferred stock; (iii) authorize 10,000,000 shares of undesignated preferred stock that may be issued from time to time by the Company’s board of directors (the “Board”) in one or more series; (iv) require the approval of at least two-thirds of the shares entitled to vote to remove a director for cause; (v) establish a classified Board, as a result of which, the successors to the directors whose terms have expired will be elect”
GOVX GeoVax Labs, Inc.

GeoVax Labs, Inc.: Filed Certificate of Amendment for 1-for-25 reverse stock split (effective 2026-01-09).

“On January 9, 2026, GeoVax Labs, Inc. (the “Company” or “we”) filed a Certificate of Amendment to our Certificate of Incorporation effecting a 1-for-25 reverse stock split”
Anywhere Real Estate Inc.

Anywhere Real Estate Inc.: Amended and restated the Seventh Amended and Restated Bylaws as the Eighth Amended and Restated Bylaws in connection with the Merger.

“Additionally, pursuant to the terms of the Merger Agreement, at the Effective Time, the Company’s Seventh Amended and Restated Bylaws, as in effect immediately prior to the Effective Time, were amended and restated in its entirety as the Eighth Amended and Restated Bylaws of the Company (the “ Bylaws ”).”
Anywhere Real Estate Inc.

Anywhere Real Estate Inc.: Amended and restated the Seventh Amended and Restated Certificate of Incorporation as the Eighth Amended and Restated Certificate of Incorporation in connection with the Merger.

“Pursuant to the terms of the Merger Agreement, at the Effective Time, the Company’s Seventh Amended and Restated Certificate of Incorporation, as in effect immediately prior to the Effective Time, was amended and restated in its entirety as the Eighth Amended and Restated Certificate of Incorporation of the Company (the “ Charter ”).”
City Office REIT, Inc.

City Office REIT, Inc.: Company acquired via merger; no substantive governance amendment described (effective 2026-01-09).

“The information set forth in the Introductory Note and”
LONA LeonaBio, Inc.

LeonaBio, Inc.: Amended and restated bylaws to reflect the name change to LeonaBio, Inc (effective 2026-01-09).

“Additionally, effective January 9, 2026, the Board approved an amendment and restatement of the Company’s bylaws (the “Amended and Restated Bylaws”) to reflect the Name Change.”
LONA LeonaBio, Inc.

LeonaBio, Inc.: Certificate of Amendment to Amended and Restated Certificate of Incorporation to change corporate name from Athira Pharma, Inc. to LeonaBio, Inc (effective 2026-01-09).

“Effective January 9, 2026, Athira Pharma, Inc. (the “Company”) changed its name to LeonaBio, Inc. (the “Name Change”). The Name Change was approved by the Company’s Board of Directors (the “Board”) and was effectuated through the filing of a Certificate of Amendment (the “Certificate of Amendment”) to the Company’s Amended and Restated Certificate of Incorporation with the Delaware Secretary of State.”
VENU Venu Holding Corp

Venu Holding Corp: Filed amendment to Certificate of Designation of Series B Preferred Stock to increase designated shares from 675 to 1,342 (effective 2026-01-06).

“On January 6, 2026, the Company filed an amendment to the Certificate of Designation, Preferences, and Rights of Series B 4% Convertible Preferred Stock with the Colorado Secretary of State (the “COD Amendment”) for the sole purpose of increasing the number of shares of preferred stock designated as Series B Preferred Stock from 675 shares to 1,342 shares, thereby allowing the Company to issue the additional 667 shares of Series B Preferred Stock to Aramark”
EMAT Evolution Metals & Technologies Corp.

Evolution Metals & Technologies Corp.: Ceased to be a shell company as a result of Business Combination closing (effective 2026-01-05).

“On January 5, 2026, as a result of the Closing, the Company ceased to be a shell company.”
EMAT Evolution Metals & Technologies Corp.

Evolution Metals & Technologies Corp.: Adopted new Code of Ethics for executive officers, directors, and employees (effective 2026-01-05).

“the Board approved and adopted a new code of ethics (the “Code of Ethics”) that applies to all of its executive officers, directors and employees”
EMAT Evolution Metals & Technologies Corp.

Evolution Metals & Technologies Corp.: Adopted Second Amended and Restated Certificate of Incorporation (effective 2026-01-05).

“Evolution Metals & Technologies Corp. adopted the Second Amended and Restated Certificate of Incorporation, which Welsbach Technology Metals Acquisition Corp. stockholders previously approved and adopted on September 2, 2025, and the Amended and Restated Bylaws”
EMAT Evolution Metals & Technologies Corp.

Evolution Metals & Technologies Corp.: Company ceased to be a shell company on January 5, 2026 as a result of the Closing (effective 2026-01-05).

“On January 5, 2026, as a result of the Closing, the Company ceased to be a shell company.”
EMAT Evolution Metals & Technologies Corp.

Evolution Metals & Technologies Corp.: Board approved and adopted a new Code of Ethics on January 5, 2026, applying to all executive officers, directors, and employees (effective 2026-01-05).

“on January 5, 2026, the Board approved and adopted a new code of ethics (the “Code of Ethics”) that applies to all of its executive officers, directors and employees, including its principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions.”
EMAT Evolution Metals & Technologies Corp.

Evolution Metals & Technologies Corp.: Adoption of Amended and Restated Bylaws effective January 5, 2026, in connection with the Business Combination (effective 2026-01-05).

“On the Closing Date, in connection with the consummation of the Business Combination, the Company adopted the Amended and Restated Certificate of Incorporation of EMAT (as amended and restated, the “Charter”) and the Amended and Restated Bylaws of EMAT (as amended and restated, the “Bylaws”). The Charter became effective upon filing with the Secretary of State of the State of Delaware on January 5, 2026 and includes the amendments proposed by the Advisory Governance Proposals.”
EMAT Evolution Metals & Technologies Corp.

Evolution Metals & Technologies Corp.: Adoption of Amended and Restated Certificate of Incorporation effective January 5, 2026, incorporating amendments from Advisory Governance Proposals (effective 2026-01-05).

“On the Closing Date, in connection with the consummation of the Business Combination, the Company adopted the Amended and Restated Certificate of Incorporation of EMAT (as amended and restated, the “Charter”) and the Amended and Restated Bylaws of EMAT (as amended and restated, the “Bylaws”). The Charter became effective upon filing with the Secretary of State of the State of Delaware on January 5, 2026 and includes the amendments proposed by the Advisory Governance Proposals.”
SORN Soren Acquisition Corp.

Soren Acquisition Corp.: Filed amended and restated memorandum and articles of association in connection with the Offering (effective 2026-01-06).

“On January 6, 2026, in connection with the Offering, 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 January 6, 2026.”
BIII Black Spade Acquisition III Co

Black Spade Acquisition III Co: Adoption of Amended and Restated Memorandum and Articles of Association (effective 2026-01-05).

“Item 5.03. Amendments to Memorandum and Articles of Association. On January 5, 2026, the Company adopted its Amended and Restated Memorandum and Articles of Association. The Amended and Restated Memorandum and Articles of Association is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.”
BBCQ Bleichroeder Acquisition Corp. II

Bleichroeder Acquisition Corp. II: Filed amended and restated memorandum and articles of association in connection with IPO (effective 2026-01-07).

“On January 7, 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 January 7, 2026.”
CRIS CURIS INC

CURIS INC: Filed Certificate of Designations for Series B Convertible Non-Redeemable Preferred Stock, designating 20,195 shares with specific rights, preferences, and privileges (effective 2026-01-07).

“Pursuant to the terms of the Purchase Agreement, on January 7, 2026 (the “Filing Date”), the Company filed the Certificate of Designations with the Secretary of State of the State of Delaware designating 20,195 shares of its authorized and unissued preferred stock as Series B Preferred Stock.”
KUST KUSTOM ENTERTAINMENT, INC.

KUSTOM ENTERTAINMENT, INC.: The Board approved an amendment to the Amended and Restated Bylaws to reflect the name change (effective 2026-01-08).

“the Board approved an amendment to the Company’s Amended and Restated Bylaws (the “Bylaws”), effective immediately after the effectiveness of the Name Change. The changes to the Bylaws are solely intended to reflect the Name Change.”
KUST KUSTOM ENTERTAINMENT, INC.

KUSTOM ENTERTAINMENT, INC.: The company changed its corporate name from Digital Ally, Inc. to Kustom Entertainment, Inc (effective 2026-01-08).

“the Company changed its corporate name from Digital Ally, Inc. to Kustom Entertainment, Inc. pursuant to a Certificate of Amendment (the “Name Change Certificate of Amendment”) to the Articles of Incorporation, as filed with the Nevada Secretary of State on January 6, 2026 (the “Name Change”).”
DCOY Decoy Therapeutics Inc.

Decoy Therapeutics Inc.: Approved an amendment and restatement of the Amended and Restated Bylaws to reflect the name change (effective 2026-01-08).

“In connection with the Name Change, the Board of Directors of the Company approved an amendment and restatement of the Company’s Amended and Restated Bylaws, as amended (the “Second Amended and Restated Bylaws”), effective as of January 8 , 2026. The Amended and Restated Bylaws reflect the Name Change.”
DCOY Decoy Therapeutics Inc.

Decoy Therapeutics Inc.: Changed the legal name of the company from Salarius Pharmaceuticals, Inc. to Decoy Therapeutics Inc (effective 2026-01-08).

“On January 7, 2026, Salarius Pharmaceuticals, Inc. (the “ Company ” or the “Registrant” ) announced that it has filed a Certificate of Amendment to the Amended and Restated Certificate of Incorporation, as amended (“Certificate of Amendment”) with the Secretary of State of the State of Delaware to change the legal name of the Company from “Salarius Pharmaceuticals, Inc.” to “Decoy Therapeutics Inc.,” effective as of January 8 , 2026 (the “Name Change”).”
BENF Beneficient

Beneficient: Filed a certificate of designation for Series B-9 Preferred Stock, setting terms including conversion rights, price reset, and ranking (effective 2026-01-05).

“On January 5, 2026, the Company filed a certificate of designation (the “B-9 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-9 Preferred Stock.”
ARTC Art Technology Acquisition Corp.

Art Technology Acquisition Corp.: Filed amended and restated memorandum and articles of association in connection with IPO (effective 2026-01-05).

“On January 5, 2026, in connection with the IPO, the Company filed its amended and restated memorandum and articles of association (the “ Amended and Restated Memorandum ”) with the Cayman Islands General Registry.”
APYP APPYEA, INC

APPYEA, INC: Filed certificate of designation for Series B Preferred Stock on November 26, 2025, then amended conversion ratio on December 31, 2025 (effective 2025-11-26).

“On November 26, 2025, the Company filed a certificate of designation (the “B 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 Preferred Stock.”
Cidara Therapeutics, Inc.

Cidara Therapeutics, Inc.: Amended and restated certificate of incorporation and bylaws in connection with merger.

“Pursuant to the terms of the Merger Agreement, at the Effective Time, the Company’s amended and restated certificate of incorporation, as amended, and amended and restated bylaws were amended and restated in their entirety in the forms filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K, and are incorporated herein by reference.”
PR Permian Resources Corp

Permian Resources Corp: Amended and restated bylaws were the same as prior bylaws except for technical changes permitted by Section 251(g) of the DGCL.

“Upon consummation of the Reorganization, the Amended and Restated Certificate of Incorporation of the Company (the “A&R Certificate of Incorporation”) and the Amended and Restated Bylaws of the Company were the same as the certificate of incorporation and the bylaws of Old PR immediately prior to consummation of the Reorganization, respectively, other than certain technical changes permitted by Section 251(g) of the DGCL.”
PR Permian Resources Corp

Permian Resources Corp: Amended and restated certificate of incorporation to change corporate name from PRC NewCo Inc to Permian Resources Corporation (effective 2026-01-07).

“Effective as of immediately following the completion of the Merger on January 7, 2026, and in accordance with the Master Reorganization Agreement, the Company changed the corporate name of the Company from “PRC NewCo Inc” to “Permian Resources Corporation” and has amended and restated its certificate of incorporation to reflect such name change.”
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 2025-11-30).

“On November 30, 2025, the Board of Directors of Quantumzyme Corp. (the “Company”) approved an amendment to the Company’s Articles of Incorporation to change the Company’s name from Quantumzyme Corp. to Quantum Genesis AI Corp. (the “Name Change”).”
ITXP Independence Power Holdings, Inc.

Independence Power Holdings, Inc.: Adopted Amended and Restated Bylaws updating provisions on number of directors, advance notice, removal, and vacancies (effective 2025-12-30).

“The A&R Bylaws were approved by the Board in accordance with its then-existing bylaws.”
ITXP Independence Power Holdings, Inc.

Independence Power Holdings, Inc.: Amended and Restated Articles of Incorporation to change company name, increase authorized capital stock, and revise voting and director provisions (effective 2025-12-30).

“On December 30, 2025, the Company filed with the Secretary of State of Nevada the Amended and Restated Articles of Incorporation (the “A&R Charter”)”
VSNT Versant Media Group, Inc.

Versant Media Group, Inc.: Amended and restated bylaws to set special 2026 shareholder meeting notice period from January 27 to February 17, 2026 (effective 2026-01-06).

“the period commencing on January 27, 2026 and ending on the close of business on February 17, 2026.”
KYNB KYNTRA BIO, INC.

KYNTRA BIO, INC.: Amended bylaws solely to update the title to reflect the company's new name, Kyntra Bio, Inc (effective 2026-01-07).

“The Board also approved the amendment of the Company’s Bylaws, effective at 4:30 p.m. Eastern Time on January 7, 2026, solely to update the title of the Bylaws to reflect the Company’s new name, Kyntra Bio, Inc.”

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.