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
KYNB KYNTRA BIO, INC.

KYNTRA BIO, INC.: Amended certificate of incorporation to change company name from FibroGen, Inc. to Kyntra Bio, Inc (effective 2026-01-07).

“On December 29, 2025, FibroGen, Inc. (the “Company”) filed a Certificate of Amendment of the Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware changing the name of the Company from “FibroGen, Inc.” to “Kyntra Bio, Inc.” The Certificate of Amendment shall be effective at 4:30 p.m. Eastern Time on January 7, 2026.”
EHTH eHealth, Inc.

eHealth, Inc.: Amendment to Certificate of Designations (COD Amendment) filed to modify rights of security holders.

“Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. Upon execution of the Investment Agreement Amendment described in Item 1.01 above in this Current Report on Form 8-K, the COD Amendment was filed amending the Certificate of Designations.”
Mersana Therapeutics, Inc.

Mersana Therapeutics, Inc.: Bylaws amended and restated in their entirety effective as of the Effective Time pursuant to the Merger Agreement.

“the bylaws of the Company were amended and restated in their entirety, effective as of the Effective Time”
Mersana Therapeutics, Inc.

Mersana Therapeutics, Inc.: Certificate of incorporation amended and restated in its entirety effective as of the Effective Time pursuant to the Merger Agreement.

“the certificate of incorporation of the Company was amended and restated in its entirety, effective as of the Effective Time”
CAT CATERPILLAR INC

CATERPILLAR INC: Amended and restated Bylaws to change title of 'Presiding Director' to 'Lead Independent Director' (effective 2026-01-06).

“On January 6, 2026, the Board approved and adopted amended and restated Bylaws (the “Amended and Restated Bylaws”). The Amended and Restated Bylaws reflect the change in title of the Board’s “Presiding Director” to “Lead Independent Director.””
ELAB PMGC Holdings Inc.

PMGC Holdings Inc.: Filed Certificate of Amendment to Articles of Incorporation to effect a 4-for-1 reverse stock split of common stock, effective January 6, 2026 (effective 2026-01-06).

“On January 6, 2026, PMGC Holdings Inc. (the “Company”) filed a Certificate of Amendment to the Company’s Articles of Incorporation, as amended (the “Certificate of Amendment”), to effect a 4-for-1 reverse stock split (the “Split”) of the shares of the Company’s authorized, issued, and outstanding shares of common stock, par value $0.0001 per share (“Common Stock”), such Split to be effective on January 6, 2026 at 9:00 a.m. Eastern Standard Time (the “Effective Time”).”
SOWG Sow Good Inc.

Sow Good Inc.: Filed Certificate of Designations for Series AA Convertible Non-Redeemable Preferred Stock, establishing rights, preferences, and privileges of the new series (effective 2025-12-31).

“On December 31, 2025 (the “Filing Date”), the Company filed a Certificate of Designations, Preferences and Rights of Series AA Convertible Non-Redeemable Preferred Stock (the “Series AA Certificate of Designations”) with the Secretary of State of the State of Delaware with respect to the Series AA Preferred Stock.”
AFCG Advanced Flower Capital Inc.

Advanced Flower Capital Inc.: Adopted a new Code of Ethics for Principal Executive and Senior Financial Officers effective upon conversion to a BDC (effective 2026-01-05).

“Effective on the Conversion Date, in connection with the Company becoming a BDC, the Board adopted a new Code of Ethics for Principal Executive and Senior Financial Officers, which is applicable to the Company’s principal executive officer, principal financial officer, and principal accounting officer or controller, or persons performing similar functions, and is available on the Company’s website at advancedflowercapital.com.”
AFCG Advanced Flower Capital Inc.

Advanced Flower Capital Inc.: Third Amended and Restated Bylaws adopted in connection with conversion to a BDC, including majority voting standard for director elections in contested elections, revised advance notice provisions, application of Maryland Control Share Acquisition Act, exclusive forum provisions for federal securit (effective 2026-01-05).

“in conjunction with the Conversion, the Board approved the Third Amended and Restated Bylaws of the Company (the “Bylaws”), which became effective on the Conversion Date. The amendments to the Bylaws include (1) adding a majority voting standard for the election of directors in contested elections and retaining a plurality standard for the election of directors in uncontested elections, (2) revising the advance notice provisions of the Bylaws to conform with customary provisions for BDCs, (3) providing that the Maryland Control Share Acquisition Act applies to any acquisition or proposed acquisition of shares of stock of the Company to the extent provided in the Maryland Control Share Acquisition Act (other than with respect to (a) the acquisition of shares of stock of the Company by Leonard M. Tannenbaum, AFC Management LLC or any of their affiliates or (b) the voting rights of the holders of any shares of preferred stock of the Company), (4) clarifying that the exclusive forum provis”
EMAT Evolution Metals & Technologies Corp.

Evolution Metals & Technologies Corp.: Amended the certificate of incorporation to extend the business combination period by up to three months to March 30, 2026 (effective 2025-12-30).

“the Company filed a certificate of amendment to its amended and restated certificate of incorporation (the “Charter”) which became effective upon filing.”
MSSAF Metal Sky Star Acquisition Corp

Metal Sky Star Acquisition Corp: Shareholders approved amendments to extend the deadline for the company to consummate a business combination from January 5, 2026 to January 5, 2027, with up to twelve monthly extensions, and waive the monthly extension fee (effective 2025-12-30).

“On December 30, 2025, following the approval of the proposals described above, the Company adopted the amendments to the Amended and Restated Memorandum and Articles of Association.”
VSNT Versant Media Group, Inc.

Versant Media Group, Inc.: Amended and Restated Articles of Incorporation effective (effective 2026-01-02).

“on January 2, 2026, Versant’s Amended and Restated Articles of Incorporation and Amended and Restated Bylaws became effective.”
VSNT Versant Media Group, Inc.

Versant Media Group, Inc.: Amended and Restated Bylaws effective (effective 2026-01-02).

“on January 2, 2026, Versant’s Amended and Restated Articles of Incorporation and Amended and Restated Bylaws became effective.”
PNC PNC FINANCIAL SERVICES GROUP, INC.

PNC FINANCIAL SERVICES GROUP, INC.: Established a new series of preferred stock, Series X, via a Statement filed with the Secretary of State of Pennsylvania, effective upon merger closing (effective 2026-01-05).

“PNC filed a Statement with the Secretary of State of the Commonwealth of Pennsylvania establishing PNC Series X Preferred Stock consisting of 200,000 authorized shares.”
TRT TRIO-TECH INTERNATIONAL

TRIO-TECH INTERNATIONAL: Filed an amendment to Articles of Incorporation to effect a two-for-one forward stock split (effective 2026-01-01).

“On December 31, 2025, the Company filed an amendment (the “ Amendment ”) to the Company’s Articles of Incorporation with the Secretary of State of the State of California to effect the Stock Split. The Amendment, which became effective at 12:01 a.m. Eastern Time on January 1, 2026”
NWBO NORTHWEST BIOTHERAPEUTICS INC

NORTHWEST BIOTHERAPEUTICS INC: Increased authorized shares of common stock from 1,700,000,000 to 2,600,000,000 (effective 2025-12-30).

“On December 30, 2025, the Company filed a Certificate of Amendment of its Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of the State of Delaware, which effected an increase in the Company’s authorized shares of common stock, from 1,700,000,000 to 2.600,000,000, par value $0.001 per share.”
PINNACLE FINANCIAL PARTNERS INC

PINNACLE FINANCIAL PARTNERS INC: The Amended and Restated Bylaws of Pinnacle were replaced by new Amended and Restated Bylaws of Pinnacle Financial Partners, Inc.

“Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. At the Effective Time, the Amended and Restated Articles of Incorporation and Amended and Restated Bylaws of Pinnacle ceased to be in effect by operation of law. The Articles of Incorporation of Newco and the Bylaws of Newco, in each case as in effect immediately prior to the Effective Time, were amended and restated by the Amended and Restated Articles of Incorporation and Amended and Restated Bylaws of Pinnacle Financial Partners, Inc., which are attached hereto as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.”
PINNACLE FINANCIAL PARTNERS INC

PINNACLE FINANCIAL PARTNERS INC: The Amended and Restated Articles of Incorporation of Pinnacle were replaced by new Amended and Restated Articles of Incorporation of Pinnacle Financial Partners, Inc.

“Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. At the Effective Time, the Amended and Restated Articles of Incorporation and Amended and Restated Bylaws of Pinnacle ceased to be in effect by operation of law. The Articles of Incorporation of Newco and the Bylaws of Newco, in each case as in effect immediately prior to the Effective Time, were amended and restated by the Amended and Restated Articles of Incorporation and Amended and Restated Bylaws of Pinnacle Financial Partners, Inc., which are attached hereto as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.”
COPR Idaho Copper Corp

Idaho Copper Corp: Amended and Restated Articles of Incorporation to increase authorized common stock to 500,000,000 shares, effective December 22, 2025 (effective 2025-12-22).

“On December 22, 2025, the holders of a majority of the Company’s issued and outstanding voting securities approved by written consent an amendment to the Company’s Amended and Restated Articles of Incorporation to increase the total number of authorized shares of common stock to 500,000,000 (the “Amendment”). The Company filed a Certificate of Amendment with the Secretary of State of Nevada on December 22, 2025, which became effective on that date.”
BankFinancial CORP

BankFinancial CORP: Articles of Incorporation and Bylaws ceased to be in effect due to merger.

“As a result of the Merger, at the Effective Time, BankFinancial ceased to exist and the Articles of Incorporation, as amended, and Second Amended and Restated Bylaws of BankFinancial ceased to be in effect by operation of law.”
IGC IGC Pharma, Inc.

IGC Pharma, Inc.: Changed fiscal year-end from March 31 to December 31 (effective 2025-12-31).

“the Board of Directors (the “Board”) of IGC Pharma, Inc. (the “Company”) approved a change in the Company’s fiscal year-end from March 31 to December 31. The fiscal year change will be effective on December 31, 2025.”
RILY BRC Group Holdings, Inc.

BRC Group Holdings, Inc.: Amended bylaws to reflect new corporate name, effective January 1, 2026 (effective 2026-01-01).

“the Company’s Board of Directors approved the amendment of the Company’s by-laws to reflect the new corporate name also effective on January 1, 2026”
RILY BRC Group Holdings, Inc.

BRC Group Holdings, Inc.: Amended certificate of incorporation to change corporate name from B. Riley Financial, Inc. to BRC Group Holdings, Inc., effective January 1, 2026, and amended certificates of designation for preferred stock series (effective 2026-01-01).

“on January 1, 2026, B. Riley Financial, Inc. (now BRC Group Holdings, 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 (the “Amended Certificate”) to change the Company’s corporate name from B. Riley Financial, Inc. to BRC Group Holdings, Inc., effective on such date”
ISPC iSpecimen Inc.

iSpecimen Inc.: Company filed a Certificate of Designation establishing the Series C Convertible Non-Voting Preferred Stock (effective 2025-12-30).

“On December 30, 2025, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of the Series C Convertible Non-Voting Preferred Stock (the “Certificate of Designation”) with the Secretary of State of the State of Delaware, establishing the rights, preferences, privileges and limitations of such Series C Preferred Stock.”
SKYX SKYX Platforms Corp.

SKYX Platforms Corp.: Increased authorized shares of Series A-2 Preferred Stock from 40,000 to 160,000 (effective 2025-12-23).

“Effective December 23, 2025, the Company filed an Articles of Amendment (the “Amendment”) to the Certificate of Designation of Rights, Preferences and Privileges of Series A-2 Preferred Stock, having an original issue price of $25.00 per share, with the Division of Corporations of the Florida Department of State. Pursuant to the Amendment, the Company increased the number of shares designated as Series A-2 Preferred Stock from 40,000 shares to 160,000 shares.”
Silver Point Specialty Lending Fund

Silver Point Specialty Lending Fund: Filed Certificate of Amendment to Second Amended and Restated Declaration of Trust to implement 1-for-2 reverse share split of common shares (effective 2025-12-26).

“On December 26, 2025, Silver Point Specialty Lending Fund (the “ Fund ”) filed a Certificate of Amendment (the “ Amendment ”) to its Second Amended and Restated Declaration of Trust (the “ Declaration of Trust ”) with the State Department of Assessment and Taxation of Maryland to implement a 1-for-2 reverse share split (the “ Reverse Share Split ”) of the Fund’s common shares of beneficial interest, par value $0.001 per share (the “ Common Shares ”) to be effective as of close of business on December 26, 2025 (the “ Effective Time ”).”
SYNOVUS FINANCIAL CORP

SYNOVUS FINANCIAL CORP: Synovus's governing documents ceased to be in effect; Newco's documents were replaced by Pinnacle's amended and restated articles and bylaws upon merger completion.

“At the Effective Time, the Amended and Restated Articles of Incorporation and Amended and Restated Bylaws of Synovus ceased to be in effect by operation of law. The Articles of Incorporation of Newco and the Bylaws of Newco, in each case as in effect immediately prior to the Effective Time, were amended and restated by the Amended and Restated Articles of Incorporation and Amended and Restated Bylaws of Pinnacle Financial Partners, Inc., which are attached hereto as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.”
RANI Rani Therapeutics Holdings, Inc.

Rani Therapeutics Holdings, Inc.: Adopted Amended and Restated Bylaws to reflect conforming changes resulting from the adoption of the Restated Charter (effective 2025-12-31).

“In connection with the adoption of the Restated Charter, on December 31, 2025, the Company also adopted Amended and Restated Bylaws (the “Bylaws”), which became effective on such date.”
RANI Rani Therapeutics Holdings, Inc.

Rani Therapeutics Holdings, Inc.: Filed Restated Charter which reduces Class B voting power from 10 to 1 vote per share, eliminates stockholder ability to act by written consent, opts into Section 203 DGCL, and includes other protective provisions (effective 2025-12-31).

“In connection with the governance changes contemplated by the Purchase Agreement, on December 31, 2025, the Company filed the Restated Charter with the Secretary of State of the State of Delaware, which became effective upon such filing.”
Blackstone Private Equity Strategies Fund L.P.

Blackstone Private Equity Strategies Fund L.P.: Redesignation of existing Class I units to Class I-Series I Units and designation of new Class I-Series II and Class I-Series III units (effective 2026-01-01).

“The Amendments include the redesignation of the existing Class I units of the Funds to Class I-Series I Units, the designation of two new series of Class I units of the Funds, Class I-Series II Units and Class I-Series III Units, and certain related changes in connection with such redesignation and designation.”
PNFP Pinnacle Financial Partners, Inc.

Pinnacle Financial Partners, Inc.: Amended and restated bylaws to reflect Merger-related changes (effective 2026-01-01).

“Effective as of January 1, 2026, in connection with the Merger, New Pinnacle amended and restated its certificate of incorporation and its bylaws to reflect the changes contemplated by the Merger Agreement and described in the Joint Proxy Statement/Prospectus.”
PNFP Pinnacle Financial Partners, Inc.

Pinnacle Financial Partners, Inc.: Amended and restated certificate of incorporation to reflect Merger-related changes (effective 2026-01-01).

“Effective as of January 1, 2026, in connection with the Merger, New Pinnacle amended and restated its certificate of incorporation and its bylaws to reflect the changes contemplated by the Merger Agreement and described in the Joint Proxy Statement/Prospectus.”
INIS RADNOSTIX INC

RADNOSTIX INC: Changed corporate name from International Isotopes Inc. to Radnostix, Inc. effective December 23, 2025 (effective 2025-12-23).

“On December 23, 2025, International Isotopes Inc. (“we,” “our,” “us,” or the “Company”) filed a Certificate of Amendment in the state of Texas for the sole purpose of amending our Certificate of Formation to change our corporate name from International Isotopes Inc. to Radnostix, Inc. (the “ Name Change ”).”
SCOR COMSCORE, INC.

COMSCORE, INC.: Filed Certificate of Designations to establish Series C Convertible Preferred Stock.

“the Company filed with the Secretary of State of the State of Delaware a Certificate of Designations of Series C Preferred Stock designating the Series C Preferred Stock and establishing the powers, designations, preferences and relative, participating, optional or other rights”
SCOR COMSCORE, INC.

COMSCORE, INC.: Filed Certificate of Amendment to authorize issuance of Common Stock and Series C Preferred Stock, decreasing authorized preferred and increasing authorized common shares.

“The Certificate of Amendment (a) decreased the total number of shares of stock authorized for issuance from 121,750,000 to 60,000,000, (b) decreased the number of shares of preferred stock authorized for issuance from 105,000,000 to 14,000,000 and (c) increased the number of shares of Common Stock authorized for issuance from 16,750,000 to 46,000,000.”
SCOR COMSCORE, INC.

COMSCORE, INC.: Amended certificate of incorporation to eliminate Series B Preferred Stock designation and adjust authorized share counts.

“the Company filed the Certificate of Elimination with the Secretary of State of the State of Delaware, returning the shares of Series B Preferred Stock to the status of undesignated preferred stock”
WideOpenWest, Inc.

WideOpenWest, Inc.: Company's Amended and Restated Bylaws were amended and restated in their entirety to be in the form of the bylaws of Merger Sub at Effective Time.

“the Company’s Amended and Restated Bylaws, as in effect immediately prior to the Effective Time, were amended and restated in their entirety to be in the form of the bylaws of Merger Sub as in effect immediately prior to the Effective Time of the Merger”
WideOpenWest, Inc.

WideOpenWest, Inc.: Company's Amended and Restated Certificate of Incorporation was amended and restated in its entirety as the Second Amended and Restated Certificate of Incorporation at Effective Time.

“the Company’s Amended and Restated Certificate of Incorporation, as in effect immediately prior to the Effective Time, was amended and restated in its entirety as the Second Amended and Restated Certificate of Incorporation of the Company”
Hall of Fame Resort & Entertainment Co

Hall of Fame Resort & Entertainment Co: The Company's Amended and Restated Bylaws were amended and restated in their entirety to be in the form of the bylaws of Merger Sub, with conforming name changes (effective 2025-12-31).

“Additionally, pursuant to the terms of the Merger Agreement, at the Effective Time, the Company’s Amended and Restated Bylaws, as in effect immediately prior to the Effective Time, were amended and restated in their entirety to be in the form of the bylaws of Merger Sub as in effect immediately prior to the Effective Time of the Merger, except that references to Merger Sub’s name were replaced with references to the Company’s name (the “ Bylaws ”).”
Hall of Fame Resort & Entertainment Co

Hall of Fame Resort & Entertainment Co: The Company's Fourth Amended and Restated Certificate of Incorporation was amended and restated in its entirety as the Second Amended and Restated Certificate of Incorporation in connection with the merger (effective 2025-12-31).

“Pursuant to the terms of the Merger Agreement, at the Effective Time, the Company’s Fourth Amended and Restated Certificate of Incorporation, as in effect immediately prior to the Effective Time, was amended and restated in its entirety as the Second Amended and Restated Certificate of Incorporation of the Company (the “ Charter ”).”
NVVE Nuvve Holding Corp.

Nuvve Holding Corp.: Increased authorized shares of Common Stock from 200,000,000 to 400,000,000 via Certificate of Amendment (effective 2025-12-29).

“On December 29, 2025, the Company filed the Certificate of Amendment with the Secretary of State of the State of Delaware and such amendment became effective immediately.”
ATAI AtaiBeckley Inc.

AtaiBeckley Inc.: Adopted a written code of conduct in connection with redomiciliation (effective 2025-12-30).

“Atai Delaware adopted a written code of conduct that applies to its directors, officers and employees”
ATAI AtaiBeckley Inc.

AtaiBeckley Inc.: Adopted new Bylaws for Atai Delaware in connection with redomiciliation (effective 2025-12-30).

“In addition, Atai Delaware adopted Bylaws on December 30, 2025”
ATAI AtaiBeckley Inc.

AtaiBeckley Inc.: Filed a new Certificate of Incorporation for Atai Delaware in connection with redomiciliation (effective 2025-12-30).

“In connection with the Redomiciliation Transaction, which was approved by the shareholders at the extraordinary general meeting of atai Netherlands shareholders held on November 4, 2025, Atai Delaware filed a Certificate of Incorporation on December 30, 2025”
SVAQ Silicon Valley Acquisition Corp.

Silicon Valley Acquisition Corp.: Company filed amended and restated memorandum and articles of association authorizing new classes of shares (effective 2025-12-22).

“On December 22, 2025, the Company filed its amended and restated memorandum and articles of association (the “Amended Articles”) with the Registrar of Companies in the Cayman Islands.”
ACH ACCENDRA HEALTH INC/VA/

ACCENDRA HEALTH INC/VA/: Filed articles of amendment to certificate of incorporation to change corporate name (effective 2025-12-24).

“On December 24, 2025, the Company filed articles of amendment to its certificate of incorporation (the “ Articles of Amendment ”) and amended its bylaws (the “ Second Amended and Restated Bylaws ”) to change the corporate name set forth therein from “Owens & Minor, Inc.” to “Accendra Health, Inc.””
ACH ACCENDRA HEALTH INC/VA/

ACCENDRA HEALTH INC/VA/: Amended bylaws to change corporate name from Owens & Minor, Inc. to Accendra Health, Inc (effective 2025-12-24).

“On December 24, 2025, the Company filed articles of amendment to its certificate of incorporation (the “ Articles of Amendment ”) and amended its bylaws (the “ Second Amended and Restated Bylaws ”) to change the corporate name set forth therein from “Owens & Minor, Inc.” to “Accendra Health, Inc.””
RVYL RYVYL Inc.

RYVYL Inc.: Effected a reverse stock split at a 1-for-35 ratio (effective 2026-01-01).

“to effect the Reverse Stock Split at a ratio of one-for-thirty-five (1-for-35)”
RVYL RYVYL Inc.

RYVYL Inc.: Increased authorized shares of common stock from 100,000,000 to 500,000,000 (effective 2025-12-19).

“the Company filed a certificate of amendment to the Articles of Incorporation”
TNDM TANDEM DIABETES CARE INC

TANDEM DIABETES CARE INC: Amended and Restated Bylaws effective December 26, 2025, updating advance notice provisions, meeting cancellation authority, proxy card color rule, indemnification, notice provisions, voting standards, stockholder list requirement, and certain technical changes (effective 2025-12-26).

“On December 26, 2025, in connection with a standard periodic review of the governance documents of Tandem Diabetes Care, Inc. (the “Company”), the Company’s board of directors (the “Board”) adopted Amended and Restated Bylaws of the Company (the “Amended and Restated Bylaws”), which became effective immediately and amended and restated the Company’s prior bylaws (the “Prior Bylaws”).”

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.