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
TNON Tenon Medical, Inc.

Tenon Medical, Inc.: Quorum requirement changed from a majority to not less than 33 1/3% of votes entitled to vote; voting provisions amended so holders of a majority of votes present may require written ballot and inspectors of election (effective 2026-06-10).

“On June 10, 2026, the Board of Directors (the “Board”) of Tenon Medical, Inc. (the “Company’) approved and adopted Amendment No.1 (the “Amendment”) to the Bylaws of the Company (“Bylaws”), effective as of such date.”
EXPI eXp World Holdings, Inc.

eXp World Holdings, Inc.: The company adopted new bylaws (Texas Bylaws) to reflect the redomestication from Delaware to Texas (effective 2026-06-11).

“The Company also adopted new bylaws (the “Texas Bylaws”) to reflect the Redomestication.”
EXPI eXp World Holdings, Inc.

eXp World Holdings, Inc.: The company redomesticated from Delaware to Texas by filing a certificate of conversion and a certificate of formation, adopting a Texas charter (effective 2026-06-11).

“Pursuant to the Plan of Conversion, the Company effected the Redomestication on June 11, 2026 by filing: (i) a certificate of conversion with the Secretary of State of the State of Delaware, (ii) a certificate of conversion with Secretary of State of the State of Texas and (iii) a certificate of formation with the Secretary of State of the State of Texas (the “Texas Charter”).”
EXPI eXp World Holdings, Inc.

eXp World Holdings, Inc.: The company filed a certificate of amendment to change its name from eXp World Holdings, Inc. to AGNT, Inc (effective 2026-06-10).

“On June 10, 2026, the Company filed a certificate of amendment (the “Name Change Charter Amendment”) to the Delaware Restated Certificate of Incorporation (the “Delaware Charter”) with the Secretary of State of the State of Delaware, to change the name of the Company from eXp World Holdings, Inc. to AGNT, Inc. (the “Name Change”).”
JAGX Jaguar Health, Inc.

Jaguar Health, Inc.: Filed Series P Certificate of Designation with Delaware Secretary of State on June 8, 2026, effective upon filing, authorizing up to 300 shares of Series P Preferred Stock with specific dividend, voting, and liquidation preferences (effective 2026-06-08).

“The preferences, rights, limitations and other matters relating to the Series P Preferred Stock are set forth in the Certificate of Designation, which the Company filed with the Secretary of State of the State of Delaware on June 8, 2026. The Certificate of Designation became effective with the Secretary of State of the State of Delaware upon filing. The Certificate of Designation authorizes the Company to issue up to 300 of its 4,475,074 authorized shares of preferred stock as Series P Preferred Stock.”
IPDN Professional Diversity Network, Inc.

Professional Diversity Network, Inc.: Changed voting standard for matters other than director elections from majority of voting power present to majority of votes cast (effective 2026-06-10).

“change the voting standard for matters other than the election of directors from requiring the affirmative vote of a majority of the voting power of the shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter to requiring the affirmative vote of a majority of the votes cast by the shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter”
IPDN Professional Diversity Network, Inc.

Professional Diversity Network, Inc.: Reduced quorum requirement from majority to one-third of aggregate voting power (effective 2026-06-10).

“reduce the quorum requirement for stockholder meetings from a majority of the aggregate voting power of the stock issued and outstanding and entitled to vote, present in person or represented by proxy, to one-third (1/3) of the aggregate voting power of the stock issued and outstanding and entitled to vote, present in person or represented by proxy”
CABA Cabaletta Bio, Inc.

Cabaletta Bio, Inc.: Increased authorized shares of common stock from 300,000,000 to 600,000,000 (effective 2026-06-09).

“On June 9, 2026, the Company filed a Certificate of Amendment to the Company’s Third Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware and the Certificate of Amendment became effective on filing.”
SCVL SHOE CARNIVAL INC

SHOE CARNIVAL INC: Amended bylaws to reflect the company name change to Shoe Station Group, Inc (effective 2026-06-12).

“The Board of Directors of the Company approved the amendment of the Company’s By-laws (as amended, the “By-laws”) solely to reflect the change of the Company’s name to Shoe Station Group, Inc., which amendment will become effective immediately after the Company's name changes to Shoe Station Group, Inc. on June 12, 2026.”
SCVL SHOE CARNIVAL INC

SHOE CARNIVAL INC: Amended articles of incorporation to change company name to Shoe Station Group, Inc (effective 2026-06-12).

“On June 10, 2026, the shareholders of Shoe Carnival, Inc. (the “Company”) approved a proposal to amend the Company’s Amended and Restated Articles of Incorporation (the “Articles”) to change the name of the Company to Shoe Station Group, Inc.”
VRNO Verano Holdings Corp.

Verano Holdings Corp.: The Company filed a Certificate of Change with the Secretary of State of Nevada to effect a 1-for-5 reverse stock split of common stock and reduce authorized shares from 5,000,000,000 to 1,000,000,000, effective June 11, 2026 (effective 2026-06-11).

“As previously disclosed, on June 2, 2026, Verano Holdings Corp. (the “Company”) filed a Certificate of Change (the “Certificate of Change”) with the Secretary of State of the State of Nevada to effectuate a 1-for-5 reverse stock split (the “Reverse Stock Split”) of the Company’s issued and outstanding shares of common stock, accompanied by a proportionate reduction in the number of authorized shares of common stock.”
CGCT Cartesian Growth Corp III

Cartesian Growth Corp III: CGC ceased to be a shell company upon closing of the Business Combination.

“Upon the closing of the Business Combination, CGC ceased to be a shell company.”
CGCT Cartesian Growth Corp III

Cartesian Growth Corp III: Approved and adopted a new Code of Business Conduct and Ethics for PubCo.

“the PubCo Board approved and adopted a new Code of Business Conduct and Ethics, which is applicable to all of PubCo’s employees, officers (including its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions), agents and representatives, including directors and consultants”
CGCT Cartesian Growth Corp III

Cartesian Growth Corp III: Adopted PubCo Bylaws effective as of the Merger Effective Time on June 5, 2026, including lock-up transfer restrictions and other amendments (effective 2026-06-05).

“On June 5, 2026, the PubCo Board approved and adopted the PubCo Bylaws containing the amendments proposed by the Organizational Documents Proposal and Advisory Organizational Documents Proposal and approved at the EGM, which became effective as of the Merger Effective Time.”
CGCT Cartesian Growth Corp III

Cartesian Growth Corp III: Adopted PubCo Charter effective June 4, 2026, reflecting domestication and shareholder-approved amendments (effective 2026-06-04).

“The PubCo Charter, which became effective upon filing with the Secretary of State of the State of Delaware on June 4, 2026, includes the amendments proposed by the Domestication Proposal, the Organizational Documents Proposal and the Advisory Organizational Documents Proposals and approved at the EGM.”
DFH Dream Finders Homes, Inc.

Dream Finders Homes, Inc.: Reincorporation from Delaware to Texas with new certificate of formation (Texas Charter) (effective 2026-06-09).

“pursuant to which the reincorporation of the Company from the State of Delaware to the State of Texas (the “Reincorporation”) became effective on June 9, 2026, at 5 p.m. Eastern Time”
BMNR BITMINE IMMERSION TECHNOLOGIES, INC.

BITMINE IMMERSION TECHNOLOGIES, INC.: Filed Certificate of Designations for 9.50% Series A Perpetual Preferred Stock, establishing its terms (effective 2026-06-10).

“The information set forth above in this Current Report under Item 3.03 is incorporated by reference into this Item 5.03.”
SDOT Sadot Group Inc.

Sadot Group Inc.: Amendment to Series B Preferred Stock designation filed with Nevada Secretary of State (effective 2026-06-08).

“On or about June 8, 2026, the Company filed with the Secretary of State of the State of Nevada a Certificate of Amendment to Designation for its Series B Preferred Stock (the “Amended COD”), amending the prior designation of the series.”
AIM AIM ImmunoTech Inc.

AIM ImmunoTech Inc.: Changed voting standard for non-director proposals from majority of shares present to majority of votes cast on the proposal (effective 2026-06-09).

“effective as of June 9, 2026. The Amendment changed the voting standard for proposals other than the election of directors to provide that each other proposal submitted to a vote of stockholders shall, unless otherwise provided”
WHK WhiteHawk Income Corp

WhiteHawk Income Corp: Amended and restated bylaws became effective (effective 2026-06-10).

“its amended and restated bylaws (the “Bylaws”) became effective”
WHK WhiteHawk Income Corp

WhiteHawk Income Corp: Amended and restated certificate of incorporation became effective (effective 2026-06-10).

“On June 10, 2026, in connection with the Offering, the Company filed its amended and restated certificate of incorporation (the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware”
YOU Clear Secure, Inc.

Clear Secure, Inc.: Removed certain supermajority vote requirements and clarified the officer exculpation provision (effective 2026-06-10).

“At the Annual Meeting, the holders of Common Stock (as defined below) approved, among other things, amendments to the Company’s Third Amended and Restated Certificate of Incorporation (the “Amendments”) to (i) remove certain supermajority vote requirements and (ii) clarify the officer exculpation provision”
PCSC Perceptive Capital Solutions Corp

Perceptive Capital Solutions Corp: Extended deadline for initial business combination from June 13, 2026 to June 13, 2027 (effective 2026-06-10).

“On June 10, 2026, Perceptive Capital Solutions Corp, a Cayman Islands exempted company (“ PCSC ”) held an extraordinary general meeting of its shareholders (the “ Shareholder Meeting ”) to approve an amendment (the “ Articles Amendment ”) to PCSC’s amended and restated memorandum and articles of association to extend the date by which PCSC has to consummate an initial business combination from June 13, 2026 to June 13, 2027 (the “ Extension Amendment Proposal ”).”
KIDZ Classover Holdings, Inc.

Classover Holdings, Inc.: Filing incorporates Item 5.07 information by reference into Item 5.03, but no description of the amendment is provided.

“Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. To the extent required, the information set forth below under Item 5.07 is hereby incorporated by reference into this Item 5.03.”
USIO Usio, Inc.

Usio, Inc.: Amended and restated bylaws to establish advance notice procedures for stockholder proposals and director nominations, implement universal proxy rules, permit remote stockholder meetings, and make administrative changes (effective 2026-06-10).

“On June 10, 2026, the Board of Directors of Usio, Inc. (the “Company”) amended and restated the Company’s Amended and Restated Bylaws (“Bylaws”).”
SNSE Sensei Biotherapeutics, Inc.

Sensei Biotherapeutics, Inc.: Stockholders approved an amendment to the Amended and Restated Certificate of Incorporation to increase authorized shares of common stock from 12,500,000 to 300,000,000 (effective 2026-06-10).

“At the Annual Meeting, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “ Amendment ”) to increase the authorized number of shares of common stock from 12,500,000 to 300,000,000.”
VYGR Voyager Therapeutics, Inc.

Voyager Therapeutics, Inc.: Increased authorized capital stock from 125,000,000 to 245,000,000 shares and common stock from 120,000,000 to 240,000,000 shares (effective 2026-06-09).

“the Certificate of Amendment, which was effective upon filing, with the Secretary of State of the State of Delaware on June 9, 2026”
U. S. Premium Beef, LLC

U. S. Premium Beef, LLC: The Board approved an amendment to the Amended and Restated Limited Liability Company Agreement to update director composition and term expiration dates (effective 2026-06-09).

“On June 9, 2026, the Board of Directors (the “Board”) of U.S. Premium Beef, LLC (the “Company” or “USPB”) approved and adopted an amendment to the Amended and Restated Limited Liability Company Agreement of the Company (the “Amendment”), effective immediately. The Amendment updates Appendix D to reflect (i) the current composition of the Board, (ii) that the terms of Board directors Jerald Bohn and Wayne Carpenter will expire in 2027, (iii) that the terms of Board directors Randall Spare and Jeff Sternberger will expire in 2028 and (iv) that the terms of Board directors Mark Gardiner, Joe Morgan and John Freund will expire in 2029.”
PGAC PANTAGES CAPITAL ACQUISITION Corp

PANTAGES CAPITAL ACQUISITION Corp: Extended the deadline to consummate a business combination from June 6, 2026 to June 6, 2027, on a month-to-month basis for up to twelve months (effective 2026-06-03).

“On June 3, 2026, the Company’s shareholders approved, by special resolution, an amendment to the Company’s Third Amended and Restated Memorandum and Articles of Association to extend the date by which the Company must consummate a business combination from June 6, 2026 to June 6, 2027, on a month-to-month basis, for up to twelve (12) months.”
LEGT Legato Merger Corp. III

Legato Merger Corp. III: Legato Merger Corp. III ceased to be a shell company upon consummation of the Business Combination.

“As a result of the consummation of the Business Combination, Legato ceased to be a shell company.”
ELVN Enliven Therapeutics, Inc.

Enliven Therapeutics, Inc.: Increased authorized shares of common stock from 100,000,000 to 200,000,000 (effective 2026-06-09).

“On June 9, 2026, following stockholder approval, the Company filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation, as amended (the “Certificate of Amendment”), to increase the number of authorized shares of common stock from 100,000,000 to 200,000,000, which amendment was effective as of the date of filing.”
CYCU Cycurion, Inc.

Cycurion, Inc.: Filed Certificate of Designation for Series I Convertible Preferred Stock (effective 2026-06-03).

“We have authorized 888,888 shares of our Series I Convertible Preferred Stock, par value $0.0001 per share, with a stated value of $2.25 per share.”
ULTA Ulta Beauty, Inc.

Ulta Beauty, Inc.: Approved and filed certificate of amendment to the certificate of incorporation to provide for officer exculpation and add exclusive forum provisions (effective 2026-06-09).

“At the Annual Meeting, the Company’s stockholders approved amendments to the Company’s certificate of incorporation, as amended (the “Certificate of Incorporation”), to (i) provide for the exculpation of certain officers of the Company against personal liability, to the extent permitted by the Delaware General Corporation Law (the “Exculpation Amendment”), and (ii) add exclusive forum provisions that designate that courts located in Delaware will be the exclusive forum for certain legal actions and that the federal district courts of the United States of America will be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended (the “Forum Selection Amendment”).”
AMZE AMAZE HOLDINGS, INC.

AMAZE HOLDINGS, INC.: Reduced the quorum requirement for stockholder meetings from a majority to 33.3% of shares entitled to vote (effective 2026-06-09).

“the board of directors (the “Board”) of Amaze Holdings Inc. (the “Company”) adopted an amendment (the “Amendment”) to Article II, Section 2.08 of the Company’s Amended and Restated Bylaws (the “Bylaws”) to reduce the quorum requirement for meetings of stockholders. Pursuant to the Amendment, the holders of thirty-three and one-third percent (33.3%) of the shares of stock of the Company entitled to vote at a meeting of stockholders, present in person or represented by proxy, shall constitute a quorum for the transaction of business at any meetings of stockholders.”
RLAY Relay Therapeutics, Inc.

Relay Therapeutics, Inc.: Increased authorized shares of common stock from 300,000,000 to 450,000,000 (effective 2026-06-09).

“On June 9, 2026, Relay Therapeutics, Inc. (the “Company”) filed a Certificate of Second Amendment (the “Certificate of Amendment”) to the Company’s Fourth Amended and Restated Certificate of Incorporation, as amended, with the Secretary of State of the State of Delaware to increase the number of authorized shares of the Company’s common stock from 300,000,000 shares to 450,000,000 shares.”
BGDE Big Digital Energy, Inc.

Big Digital Energy, Inc.: Filed Certificate of Amendment to the Certificate of Incorporation with the Secretary of State of Delaware (effective 2026-06-08).

“The Company has filed a Certificate of Amendment to the Certificate of Incorporation of the Company (the "Certificate of Amendment"). The Certificate of Amendment was filed with the Secretary of State of Delaware on June 8, 2026.”
CASY CASEYS GENERAL STORES INC

CASEYS GENERAL STORES INC: Board approved and adopted Eighth Amended and Restated Bylaws, changing the threshold for shareholders to call a special meeting to at least 25% of voting power (effective 2026-06-04).

“On June 4, 2026, the Board approved and adopted, effective as of June 4, 2026, the Company's Eighth Amended and Restated Bylaws (as amended and restated, the "Bylaws"). The amendments provide that a special meeting of shareholders may be called upon the written request of shareholders as of the applicable record date who hold, in the aggregate, at least 25% of the voting power of the outstanding shares of the Company and who comply with the procedures set forth in the Bylaws.”
HUMA Humacyte, Inc.

Humacyte, Inc.: Increased authorized common shares from 350,000,000 to 550,000,000 (effective 2026-06-09).

“The Amendment became effective upon the filing thereof with the Secretary of State of the State of Delaware on June 9, 2026.”
AXTI AXT INC

AXT INC: On June 4, 2026, AXT Inc. filed a certificate of amendment to its Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 70,000,000 to 120,000,000, effective upon filing (effective 2026-06-04).

“upon receipt of approval by a majority of stockholders of record entitled to vote at the 2026 Meeting as of the record date, on June 4, 2026, the Company filed a certificate of amendment (the “Amendment”) to its Restated Certificate of Incorporation, as amended (the “Restated Certificate of Incorporation”) with the Secretary of State of the State of Delaware to increase the number of authorized shares of common stock of the Company from 70,000,000 to 120,000,000, effective upon filing.”
BAYA Bayview Acquisition Corp

Bayview Acquisition Corp: Amended Second Amended and Restated Memorandum and Articles of Association to extend the business combination deadline up to six months to December 19, 2026, with monthly extensions and $50,000 deposits (effective 2026-05-28).

“which reflects the extension of the date by which the Company must consummate a business combination up to six times from the Termination Date with all six Extensions comprised of one month each.”
SF STIFEL FINANCIAL CORP

STIFEL FINANCIAL CORP: Amendment to increase authorized common shares from 194,000,000 to 291,000,000 and total authorized stock from 197,000,000 to 294,000,000 (effective 2026-06-09).

“On June 9, 2026, the Company filed the First Amendment to the Second Restated Certificate of Incorporation with the Secretary of the State of Delaware, which is attached hereto as Exhibit 3.1 and incorporated by reference herein.”
OPAD Offerpad Solutions Inc.

Offerpad Solutions Inc.: Filed certificate of amendment to effect a 1-for-10 reverse stock split of Class A common stock (effective 2026-06-08).

“On June 8, 2026, the Company filed a certificate of amendment (the “Certificate of Amendment”) to its Fourth Restated Certificate of Incorporation (the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware to effect the Reverse Stock Split, and the Company’s Common Stock began trading on a split-adjusted basis at market open on June 9, 2026 under the existing symbol “OPAD” and new CUSIP number 67623L 505.”
SLE Super League Enterprise, Inc.

Super League Enterprise, Inc.: Cancellation of Certificate of Designation for Series C Senior Convertible Preferred Stock (effective 2026-06-09).

“On June 9, 2026 (the “ Series C Effective Date ”), the Company filed a Cancellation of Certificate of Designation with the Secretary of State of the State of Delaware to terminate the designation of its Series C Senior Convertible Preferred Stock”
SLE Super League Enterprise, Inc.

Super League Enterprise, Inc.: Cancellation of Certificate of Designation for Series AAA-2 Junior Preferred Stock (effective 2026-06-04).

“On June 4, 2026 (the “ Effective Date ”), the Company filed a Cancellation of Certificate of Designation with the Secretary of State of the State of Delaware to terminate the designation of its Series AAA-2 Junior Preferred Stock”
GTLL GLOBAL TECHNOLOGIES LTD

GLOBAL TECHNOLOGIES LTD: Approved Certificate of Designation for Series R Preferred Stock, authorizing 250,000 shares, to provide flexible preferred equity structure (effective 2026-06-04).

“On June 4, 2026, the Board of Directors of the Company approved the form of Certificate of Designation for a new series of preferred stock, designated as Series R Preferred Stock, and authorized the Company to file the Certificate of Designation with the Delaware Secretary of State.”
XXII 22nd Century Group, Inc.

22nd Century Group, Inc.: Filing a Certificate of Amendment to effect a 1-for-20 reverse stock split of common stock (effective 2026-06-12).

“the Company will fill a Certificate of Amendment (the “ Certificate ”) pursuant to Nevada Revised Statutes (“ NRS ”) Section 78.209 with the Secretary of State of the State of Nevada authorizing a 1-for-20 reverse stock split of the Company’s issued and outstanding shares of common stock”
FTRA FutureCorp Space Acquisition 1

FutureCorp Space Acquisition 1: On June 4, 2026, in connection with its IPO, the Company adopted amended and restated memorandum and articles of association (effective 2026-06-04).

“On June 4, 2026, in connection with the IPO, the Company’s amended and restated memorandum and articles of association (the “ Amended and Restated Memorandum and Articles of Association ”), filed with the Cayman Islands Registrar of Companies, became effective.”
BRILLIANT N.E.V. CORP.

BRILLIANT N.E.V. CORP.: Changed corporate name from Brilliant N.E.V. Corp. to Origin Tea Inc. and implemented a 1-for-8 reverse stock split (effective 2026-06-22).

“On June 5, 2026, the Board of Directors and stockholders holding a majority of the voting power of the Company approved (i) a change of the Company's corporate name from Brilliant N.E.V. Corp. to Origin Tea Inc. and (ii) a one-for-eight (1-for-8) reverse stock split of the Company's common stock.”
ELAB PMGC Holdings Inc.

PMGC Holdings Inc.: Amended Bylaws to classify Board of Directors into two staggered classes with three-year and one-year terms (effective 2026-06-05).

“On June 5, 2026, a majority of PMGC Holdings Inc. (the “Company”)’s shareholders approved of a Certificate of Amendment of the Company’s Bylaws (“Amended Bylaws”)”
LFTO Liftoff Mobile, Inc.

Liftoff Mobile, Inc.: Amended and Restated Bylaws became effective on June 3, 2026 (effective 2026-06-03).

“On June 3, 2026, the Company’s Amended and Restated Certificate of Incorporation (the “ Charter ”), substantially in the form previously filed as Exhibit 3.1 to the Registration Statement, and the Company’s Amended and Restated Bylaws (the “ Bylaws ”), substantially in the form previously filed as Exhibit 3.2 to the Registration Statement, became effective.”

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.