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
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.”
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”

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.