Charter, bylaw, and control-related changes under 8-K Items 5.03/5.05/5.06.
POWER INTEGRATIONS INC: Board amended and restated the bylaws to enhance stockholder nomination and proposal procedures, update meeting mechanics, add exclusive forum provisions, and make other updates, effective January 27, 2026 (effective 2026-01-27).
“On January 27, 2026, the Board amended and restated the Company’s bylaws (as amended and restated, the “Bylaws”), effective as of such date.”
BLOOMIA HOLDINGS, INC.: Amended Certificate of Incorporation to change company name from Lendway, Inc. to Bloomia Holdings, Inc (effective 2026-01-28).
“On January 28, 2026, Lendway, Inc., a Delaware corporation (the “Company”), changed its name to Bloomia Holdings, Inc. by filing an amendment to its Certificate of Incorporation (the “Name Change Amendment”) with the Secretary of State of the State of Delaware (the “Name Change”).”
SM Energy Co: Amendment to restated certificate of incorporation increasing authorized shares of common stock from 200 million to 400 million (effective 2026-01-30).
“On January 30, 2026, the Company filed an amendment to the Company’s restated certificate of incorporation (the “ Charter Amendment ”), increasing the authorized shares of SM Energy Common Stock from 200 million to 400 million.”
Dare Bioscience, Inc.: Filed Certificate of Designation designating 4,999,620 shares as Series A Convertible Preferred Stock, establishing powers, preferences, and rights (effective 2026-01-23).
“On January 23, 2026, in anticipation of the initial closing of the Offering (as defined below), Daré Bioscience, Inc. (“Daré” “we,” “us,” or “our”) filed a Certificate of Designation of Series A Convertible Preferred Stock (the “Certificate of Designation”) with the Secretary of State of the State of Delaware, which became effective upon filing.”
Kura Oncology, Inc.: The Board adopted amended and restated bylaws effective January 28, 2026, making numerous changes to stockholder meeting procedures, advance notice requirements, quorum and voting thresholds, and other governance provisions (effective 2026-01-28).
“On January 28, 2026, the board of directors (the “Board”) of Kura Oncology, Inc. (the “Company”) adopted amended and restated bylaws of the Company (as amended and restated, the “A&R Bylaws”), effective as of such adoption date.”
zSpace, Inc.: Filed Certificate of Designations establishing Series P Convertible Preferred Stock, with terms including cumulative 18% dividends, voting rights, and conversion provisions (effective 2026-01-27).
“On January 27, 2026, the Company filed a Certificate of Designations of Series P Convertible Preferred Stock (the “Certificate of Designations”) with the Secretary of State of the State of Delaware.”
AMERICAN REBEL HOLDINGS INC: Amendment to Second Amended and Restated Articles of Incorporation to effect a 1-for-20 reverse stock split of common stock, effective February 2, 2026 (effective 2026-02-02).
“In connection with the corporate action approved by the Company’s stockholders by written consent in lieu of a meeting of stockholders dated November 25, 2025, a majority of the stockholders of the Company approved a Certificate of Amendment to the Company’s Second Amended and Restated Articles of Incorporation (the “Certificate of Amendment”) to effect a reverse stock split of the Company’s shares of common stock, par value $0.001 per share (the “Common Stock”), at a ratio of up to 1-for-25 (the “Reverse Stock Split”), with such ratio to be determined in the sole discretion of the Company’s Board of Directors (the “Board”) and with the Reverse Stock Split to be effected at such time and date, if at all, as determined by the Board in its sole discretion at any time within twelve (12) months of such stockholder approval. The Board set the Reverse Stock Split ratio at 1-for-20 and approved and authorized the filing of the Certificate of Amendment on January 13, 2026, with the Certificate”
Rallybio Corp: Effected a 1-for-8 reverse stock split of common stock via Certificate of Amendment to the Amended and Restated Certificate of Incorporation (effective 2026-02-06).
“On January 26, 2026, Rallybio Corporation (the “Company”) filed a Certificate of Amendment (the “Certificate of Amendment”) to its Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware to effect a reverse stock split of the Company’s issued and outstanding common stock, par value $0.0001 (the “Common Stock”) at a ratio of 1-for-8 (the “Reverse Stock Split”). Pursuant to the Certificate of Amendment, the Reverse Stock Split will be effective at 12:01 a.m., Eastern Time, on February 6, 2026.”
ZeroStack Corp.: Company changed its name from Flora Growth Corp. to ZeroStack Corp. pursuant to Articles of Amendment (effective 2026-01-29).
“Effective January 29, 2026, Flora Growth Corp. (the "Company") changed its corporate name from "Flora Growth Corp." to "ZeroStack Corp." (the "Name Change") pursuant to Articles of Amendment filed with the Director under the Business Corporations Act (Ontario)”
Soho House & Co Inc.: Amended and restated the Bylaws to be a new set of Bylaws.
“In addition, at the Effective Time, the Bylaws of Soho House, as in effect immediately prior to the Merger, were amended and restated to be the Bylaws, in the form attached as Exhibit 3.2 to this Current Report on Form 8-K, which is incorporated herein by reference.”
Soho House & Co Inc.: Amended and restated the Second Amended and Restated Certificate of Incorporation to be a new Charter.
“At the Effective Time, the Second Amended and Restated Certificate of Incorporation of Soho House, as in effect immediately prior to the Merger, was amended and restated to be the Charter, in the form attached as Exhibit 3.1 to this Current Report on Form 8-K, which is incorporated herein by reference.”
Everest Consolidator Acquisition Corp: Amendment to certificate of incorporation to extend the deadline for consummating a business combination to the Termination Date (effective 2026-01-27).
“The stockholders of the Company approved an amendment to the Company’s certificate of incorporation to in order to extend the time the Company has to complete a business combination to the Termination Date. The amendment to the Certificate of Incorporation was filed with the Delaware Secretary of State on January 27, 2026.”
Unusual Machines, Inc.: Amended bylaws to add executive officer positions of President and Chief Revenue Officer (effective 2026-01-23).
“On January 23, 2026, the Board of Directors of Unusual Machines, Inc. (the “Company”) approved an amendment to the Company’s Amended and Restated Bylaws to add the executive officer positions of President and Chief Revenue Officer (the “Amendment”).”
TCW Steel City Senior Lending BDC: Amended and Restated Declaration and Agreement of Trust to align terms with prior Limited Partnership Agreement upon conversion from Delaware LP to Delaware Statutory Trust (effective 2026-01-23).
“On January 23, 2026, the board of trustees of the Company approved an Amended and Restated Declaration and Agreement of Trust to align its terms with the terms to which investors previously agreed under the Limited Partnership Agreement of TCW Steel City Perpetual Levered Fund LP, prior to the Company’s conversion from a Delaware Limited Partnership to a Delaware Statutory Trust.”
SPAR Group, Inc.: Amended the Amended and Restated By-Laws to change director voting standard from majority to plurality, adjust board size, revise notice periods, and other modifications (effective 2026-01-22).
“On January 22, 2026, the Board adopted and approved amendments to the existing Amended and Restated By-Laws of the Corporation.”
VISA INC.: Shareholders approved and company filed amendment to Eighth Restated Certificate of Incorporation to limit officer liability as permitted by Delaware law; effective upon filing January 28, 2026 (effective 2026-01-28).
“At the Annual Meeting, upon the recommendation of the Company’s Board of Directors (the “Board”), the Company’s shareholders approved amendments to the Company’s Eighth Amended and Restated Certificate of Incorporation, as amended (the “Certificate”), to limit officer liability as permitted by Delaware law as described within the Company's definitive proxy statement dated December 8, 2025. As a result, the Company filed a Certificate of Amendment to the Certificate (the “Certificate of Amendment”) incorporating such amendments with the Secretary of State of the State of Delaware on January 28, 2026. The Certificate of Amendment became effective upon filing.”
Livento Group, Inc.: Filed a Certificate of Amendment to effect a 1-for-20,000 reverse stock split of Common Stock (effective 2025-12-30).
“on May 5, 2025, the Company filed Certificate of Amendment (the "Amendment") to its Second Amended and Restated Certificate of Incorporation (as amended to date, the "Certificate of Incorporation") with the Secretary of State of Nevada to effect a one-for-twenty (1-for-20,000) reverse stock split (the "Reverse Stock Split") of its Common Stock, which has become effective on December 30, 2025”
Super League Enterprise, Inc.: Filed Certificates of Cancellation to terminate designations of nine series of preferred stock (effective 2026-01-27).
“On January 27, 2026 (the “ Effective Date ”), Super League Enterprise, Inc. (the “ Company ”) filed a Certificate of Cancellation of Designation with the Secretary of State of the State of Delaware to terminate the designations of each of its Series AA-2 Preferred Stock, Series AA-3 Preferred Stock, Series AA-4 Preferred Stock, Series AA-5 Preferred Stock, Series AAA Preferred Stock, Series AAA Junior Convertible Preferred Stock, Series AAA-2 Junior Convertible Preferred Stock, Series AAA-3 Junior Convertible Preferred Stock, and Series AAA-4 Convertible Junior Preferred Stock (collectively, the “ Certificates of Cancellation ”).”
HIGHLAND GLOBAL ALLOCATION FUND: Third Amended and Restated Bylaws approved (effective 2026-01-27).
“Effective January 27, 2026, the Board has approved the Second Amended and Restated Declaration of Trust and Third Amended and Restated Bylaws included as exhibits to this filing and incorporated herein by reference.”
HIGHLAND GLOBAL ALLOCATION FUND: Second Amended and Restated Declaration of Trust approved (effective 2026-01-27).
“Effective January 27, 2026, the Board has approved the Second Amended and Restated Declaration of Trust and Third Amended and Restated Bylaws included as exhibits to this filing and incorporated herein by reference.”
HIGHLAND OPPORTUNITIES & INCOME FUND: Board approved Fourth Amended and Restated Declaration of Trust, incorporating prior amendments and clarifying forum selection, shareholder proposals and nominations, and shareholder meetings (effective 2026-01-27).
“Effective January 27, 2026, the Board has approved the Fourth Amended and Restated Declaration of Trust and Fourth Amended and Restated Bylaws included as exhibits to this filing and incorporated herein by reference.”
HIGHLAND OPPORTUNITIES & INCOME FUND: Board reallocated trustees across classes and appointed Dorri McWhorter as Class I Trustee following Bryan A. Ward's passing (effective 2026-01-16).
“In light of the passing of Bryan A. Ward, a Class I Trustee of Highland Opportunities and Income Fund (the “Fund”), the Board of Trustees (the “Board”) of the Fund has determined to reallocate the Trustees across the three classes of Trustees. Accordingly, effective January 16, 2026, the Board accepted the resignation of Dorri McWhorter and subsequently appointed Ms. McWhorter to serve as a Class I Trustee of the Fund.”
UPEXI, INC.: Increased authorized capital stock to 1,010,000,000 shares, consisting of 1,000,000,000 shares of common stock and 10,000,000 shares of preferred stock, via filing of Certificate of Amendment on January 22, 2026 (effective 2026-01-22).
“On January 22, 2026, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment to the Company’s Certificate of Incorporation (the “Certificate of Amendment”), which amended and restated Article V of the Company’s Certificate of Incorporation to increase the Company’s authorized capital stock to 1,010,000,000 shares, consisting of (i) 1,000,000,000 shares of Common Stock, and (ii) 10,000,000 shares of Preferred Stock.”
Pasithea Therapeutics Corp.: Increased authorized shares of Common Stock from 100,000,000 to 500,000,000 (effective 2026-01-28).
“On January 28, 2026, the Company filed a Certificate of Amendment (the “Certificate of Amendment”) to the Company’s Second Amended and Restated Certificate of Incorporation, as amended and/or restated from time to time (the “Certificate”), with the Secretary of State of the State of Delaware to increase the number of the Company’s authorized shares of common stock, par value $0.0001 per share (“Common Stock”), from 100,000,000 shares to 500,000,000 shares.”
Cingulate Inc.: Adopted a Certificate of Designation for Series A convertible preferred stock, establishing its terms including stated value, dividend rate, conversion price, and voting rights (effective 2026-01-28).
“On January 28, 2026, following approval by the Board of Directors of the Company, the Company adopted and filed with the Secretary of State of the State of Delaware, a certificate of designation (the “ Certificate of Designation ”) for the Preferred Stock.”
Ribbon Acquisition Corp.: Extended the deadline to complete an initial business combination from January 16, 2026 to January 16, 2027 by adopting Second Amended and Restated Memorandum and Articles of Association (effective 2026-01-23).
“At an extraordinary general meeting held on January 9, 2026, the shareholders of Ribbon Acquisition Corp. (the “Company”) approved, by special resolution, the adoption of the Company’s Second Amended and Restated Memorandum and Articles of Association (the “Second A&R M&A”), which extends the date by which the Company must consummate an initial business combination from January 16, 2026 to January 16, 2027. The Second A&R M&A became effective upon its filing with the Registrar of Companies of the Cayman Islands on January 23, 2026.”
CitroTech Inc.: Changed company name from General Enterprise Ventures, Inc. to CitroTech Inc. by amending Article 1 of the Articles of Incorporation (effective 2026-01-22).
“Effective January 22, 2026, General Enterprise Ventures, Inc. (the “Company”) changed its name to CitroTech Inc. The Company effected the name change by amending Article 1 of the Company’s Articles of Incorporation pursuant to Articles of Amendment filed with the Wyoming Secretary of State on January 22, 2026.”
FIRST NORTHERN COMMUNITY BANCORP: Revised Section 22 of the Bylaws to permit an exception for a director to serve in certain capacities with a finance company if approved by a two-thirds board vote (effective 2026-01-22).
“On January 22, 2026, the Board of Directors (the “Board”) of First Northern Community Bancorp, a California corporation (the “Company,” “we” or “us”), approved an amendment to the Amended and Restated Bylaws of the Company (the “Bylaws”), effective January 22, 2026, pertaining to the qualification of directors who serve on the Board of Directors of the Corporation. This amendment revised Section 22 of the Bylaws to permit an exception for a director of the Company to serve as a director, officer, employee, agent, nominee, or attorney of a finance company, if approved by the affirmative vote of at least two-thirds (2/3’s) of the members of the Board of Directors of the Company.”
DNA X, Inc.: Changed corporate name to DNA X, Inc. via certificate of amendment to certificate of incorporation (effective 2026-01-23).
“On the Closing Date, the Company changed its corporate name to DNA X, Inc. pursuant to a certificate of amendment to the Company’s amended and restated certificate of incorporation (the “ Charter Amendment ”) filed with the Delaware Secretary of State on January 23, 2026 (the “ Name Change ”).”
Plymouth Industrial REIT, Inc.: Certificate of formation and LLC operating agreement of REIT Merger Sub became governing documents of REIT Surviving Entity at REIT Merger Effective Time.
“By operation of law and in accordance with the Merger Agreement, as of the REIT Merger Effective Time, the certificate of formation and limited liability company operating agreement of REIT Merger Sub, as in effect immediately prior to the REIT Merger Effective Time, became the certificate of formation and limited liability company operating agreement of the REIT Surviving Entity.”
M2i Global, Inc.: Increased authorized preferred shares from 100,000 to 10,000,000 (effective 2026-01-22).
“On January 22, 2026, M2i Global, Inc. (the “Company”) filed a Certificate of Amendment (the “Charter Amendment”) to its articles of incorporation, as amended (the “Charter”), with the Secretary of State of the State of Nevada (the “Nevada Secretary of State”) to increase the number of authorized shares of the preferred stock that the Company may issue from time to time, from 100,000 shares to 10,000,000 shares, par value $0.001 per share”
La Rosa Holdings Corp.: Amended Articles of Incorporation to effect a 1-for-10 reverse stock split of common stock (effective 2026-01-26).
“On January 21, 2026, La Rosa Holdings Corp., a Nevada corporation (the " Company "), filed a Certificate of Amendment to the Company’s Amended and Restated Articles of Incorporation, as amended (the " Certificate of Amendmen t"), with the Secretary of State of Nevada to effect an 1-for-10 reverse stock split of the shares of the Company’s common stock, par value $0.0001 per share (the " Common Stock "), issued and outstanding, effective as of 12:01 a.m. (New York time) on January 26, 2026, (the " Reverse Stock Split ").”
Mag Magna Corp: Filed Articles of Amendment to adopt Amended and Restated Articles of Incorporation modifying capital stock, cumulative voting, preemptive rights, shareholder voting, indemnification, director liability, and designating Series X Preferred Stock (effective 2026-01-16).
“On January 16, 2026, the Company filed with the State of Wyoming an Articles of Amendment to its Articles of Incorporation in the form an Amended and Restated Articles of Incorporation”
Ribbon Acquisition Corp.: Adopted Second Amended and Restated Memorandum and Articles of Association extending the business combination deadline from January 16, 2026 to January 16, 2027 (effective 2026-01-16).
“the shareholders of the Company approved, by special resolution, the adoption of the Company’s Second Amended and Restated Memorandum and Articles of Association (the “Second A&R M&A”). The Second A&R M&A extends the date by which the Company must consummate an initial business combination from January 16, 2026 to January 16, 2027.”
Archimedes Tech SPAC Partners III Co.: Adopted amended and restated memorandum and articles of association in connection with IPO (effective 2026-01-22).
“On January 22, 2026, and in connection with the IPO, the Company adopted its Amended and Restated Memorandum and Articles of Association.”
Aldabra 4 Liquidity Opportunity Vehicle, Inc.: The Company filed amended and restated memorandum and articles of association authorizing new classes of shares (effective 2026-01-21).
“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.”
Praetorian Acquisition Corp.: Filed amended and restated memorandum and articles of association effective upon filing (effective 2026-01-22).
“On January 22, 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 became effective on January 22, 2026.”
GENERAL MILLS INC: Amended and restated By-Laws to revise director nomination and proposal procedures, revise majority voting provision, and make administrative changes (effective 2026-01-26).
“On January 26, 2026, the Board of Directors amended and restated the Company’s By-Laws to, among other things: i. revise procedures and disclosure requirements for the nomination of directors and the submission of proposals for consideration at annual meetings of the stockholders of the Company; ii. revise the majority voting provision to clarify when an election will be deemed contested; and iii. make certain administrative, modernizing, clarifying and conforming changes.”
Dauch Corp: Bylaws amended solely to reflect the name change to Dauch Corporation (effective 2026-01-26).
“the Board also approved, in accordance with the DGCL and the Company's organizational documents, the Company's Fourth Amended and Restated Bylaws (the " Fourth Amended and Restated Bylaws "), which were amended to reflect the Name Change. The Fourth Amended and Restated Bylaws effect no other changes to the Company's bylaws.”
Dauch Corp: Company changed its name to Dauch Corporation via amendment to Certificate of Incorporation (effective 2026-01-26).
“On January 23, 2026, American Axle & Manufacturing Holdings, Inc., a Delaware corporation (the " Company "), changed its name to Dauch Corporation by filing an amendment to its Certificate of Incorporation (the " Name Change Amendment ") with the Secretary of State of the State of Delaware (the " Name Change "). The Name Change and the Name Change Amendment became effective at 12:01 a.m. Eastern Time on January 26, 2026.”
IROBOT CORP: Adopted Amended and Restated Bylaws upon effectiveness of Plan.
“Upon the effectiveness of the Plan on the Effective Date, the Company adopted an Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws.”
IROBOT CORP: Adopted Amended and Restated Certificate of Incorporation upon effectiveness of Plan.
“Upon the effectiveness of the Plan on the Effective Date, the Company adopted an Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws.”
INVO Fertility, Inc.: Increased authorized shares of common stock from 6,250,000 to 250,000,000 (effective 2026-01-22).
“On January 22, 2026, the Company filed a Certificate of Amendment (the “Amendment”) to its Articles of Incorporation to increase its authorized shares of common stock from 6,250,000 shares to 250,000,000 shares.”
ATOSSA THERAPEUTICS, INC.: Approved a 15:1 reverse stock split of common stock and filed an amendment to the Amended and Restated Certificate of Incorporation with the Delaware Secretary of State, effective February 2, 2026 (effective 2026-02-02).
“the Company filed an amendment to its Amended and Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”), with the Secretary of State of the State of Delaware (the “Amendment”).”
Indivior Pharmaceuticals, Inc.: Adopted Global Code of Conduct and Code of Ethics for Senior Financial Officers (effective 2026-01-26).
“Effective January 26, 2026, Indivior U.S. adopted a Global Code of Conduct which applies to all directors, officers, and employees of Indivior U.S., and a Code of Ethics for Senior Financial Officers, each of which are substantially the same as those of Indivior U.K.”
Indivior Pharmaceuticals, Inc.: Adopted Bylaws in connection with U.S. Domestication.
“Indivior U.S. adopted Bylaws, a copy of which is attached hereto as Exhibit 3.2 (the “ Bylaws ”).”
EquipmentShare.com Inc: Amended and restated bylaws effective upon IPO closing (effective 2026-01-26).
“and its amended and restated bylaws (the “A&R Bylaws”) became effective, each in connection with the closing of the IPO.”
EquipmentShare.com Inc: Amended and restated certificate of incorporation effective upon IPO closing (effective 2026-01-26).
“On January 26, 2026, the Company filed its amended and restated certificate of incorporation (the “A&R Certificate of Formation”) with the Secretary of State of the State of Texas, and its amended and restated bylaws (the “A&R Bylaws”) became effective, each in connection with the closing of the IPO.”
Keen Vision Acquisition Corp.: Amended memorandum and articles of association to extend the business combination period up to two additional three-month periods from January 27, 2026 to July 27, 2026, with a deposit of $120,000 per extension (effective 2026-01-26).
“As approved by its shareholders at the Annual Meeting, KVAC filed its fourth amended and restated memorandum and articles of association (the “ M&AA ”) with the British Virgin Islands Registry on January 26, 2026.”
USA Rare Earth, Inc.: Amended Certificate of Designation to provide that any Government Financing is an Exempt Issuance, eliminating conversion price adjustments for such financings (effective 2026-01-26).
“On January 26, 2026, following approval of the board of directors of the Company and the required holders of the Company’s 12.0% Series A Cumulative Convertible Preferred Stock (the “ Series A Preferred Stock ”), the Company adopted and filed with the Secretary of State of the State of Delaware, a certificate of amendment (the “ Certificate of Amendment ”) to the Company’s Certificate of Designation of Preferences, Rights and Limitations of 12.0% Series A Cumulative Convertible Preferred Stock (as previously amended on May 1, 2025, the “ Certificate of Designation ”). Pursuant to the Certificate of Amendment, the provisions of the Certificate of Designation providing for the adjustment of the Conversion Price (as defined in the Certificate of Designation) in the event of certain issuances or deemed issuances of shares of common stock by the Company were amended. In particular, the Certificate of Amendment provides that any Government Financing is an “Exempt Issuance” (as defined in the”
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.