Charter, bylaw, and control-related changes under 8-K Items 5.03/5.05/5.06.
Iron Horse Acquisition II Corp.: Filed Amended and Restated Memorandum and Articles of Association in connection with IPO (effective 2025-12-16).
“On December 16, 2025, in connection with the IPO, the Company filed its Amended and Restated Memorandum and Articles of Association.”
Crane Harbor Acquisition Corp. II: Company filed amended and restated memorandum and articles of association in connection with IPO (effective 2025-12-15).
“On December 15, 2025, 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.”
ProPhase Labs, Inc.: Amended Certificate of Incorporation to effect a 1-for-10 reverse stock split (effective 2025-12-02).
“On December 2, 2025, ProPhase Labs, Inc., a Delaware corporation (the “Company”), filed a Certificate of Amendment (the “Certificate of Amendment”) to its Certificate of Incorporation with the Secretary of State of the State of Delaware to effect a 1-for-10 reverse stock split of the Company’s issued and outstanding shares of common stock, par value $0.0005 per share (the “Common Stock”) (the “Reverse Stock Split”).”
PG&E Corp: Utility adopted amended and restated bylaws to clarify president/CEO roles and remove allocation of CEO authority among EVPs, plus non-substantive changes (effective 2025-12-11).
“On December 11, 2025, the Board of Directors of the Utility adopted amended and restated bylaws (the “Amended and Restated Bylaws”), which became effective the same day. The amendments effected by the Amended and Restated Bylaws clarify that the Utility may have a President or Chief Executive Officer and remove reference to how the chief executive officer authority may be allocated among certain Executive Vice Presidents of the Utility.”
USBC, Inc.: Certificates of withdrawal filed to terminate the designations for Series C, Series D, and Series H Convertible Preferred Stock, deleting related provisions from the Restated Articles of Incorporation (effective 2025-12-11).
“On December 11, 2025, the Company filed with the Secretary of State of the State of Nevada certificates of withdrawal to terminate the designations for the Company’s Series C Convertible Preferred Stock, Series D Convertible Preferred Stock, and Series H Convertible Preferred Stock.”
GABELLI DIVIDEND & INCOME TRUST: Adopted Amendment No. 2 to the Statement of Preferences of Series M Cumulative Term Preferred Shares designating an additional 10 million common shares as Series M Preferred Shares, increasing total authorized to 30 million shares (effective 2025-12-11).
“On December 11, 2025, the Gabelli Dividend & Income Trust (the “Fund”) adopted Amendment No. 2 to the Statement of Preferences of Series M Cumulative Term Preferred Shares (the “Series M Statement of Preferences Amendment”) establishing and fixing the rights and preferences of the Fund’s Series M Cumulative Term Preferred Shares (the “Series M Preferred Shares”).”
22nd Century Group, Inc.: Certificate of Amendment of Certificate of Designations of Series A Convertible Preferred Stock filed.
“The Company will file a Certificate of Amendment of Certificate of Designations of Series A Convertible Preferred Stock ("Certificate of Amendment").”
Evoke Pharma Inc: Bylaws amended and restated in connection with merger (effective 2025-12-17).
“Pursuant to the terms of the Merger Agreement, on December 17, 2025, the Company’s certificate of incorporation and bylaws were each amended and restated in their entirety”
Evoke Pharma Inc: Certificate of incorporation amended and restated in connection with merger (effective 2025-12-17).
“Pursuant to the terms of the Merger Agreement, on December 17, 2025, the Company’s certificate of incorporation and bylaws were each amended and restated in their entirety”
FS Credit Income Fund: Fiscal year end changed from October 31 to December 31, effective with the current fiscal year ending December 31, 2025 (effective 2025-12-10).
“On December 10, 2025, the board of trustees (the “Board”) of FS Credit Income Fund (the “Fund”) approved a change to the Fund’s fiscal year end from October 31 to December 31, beginning with the current fiscal year, which will now end on December 31, 2025.”
WRAP TECHNOLOGIES, INC.: Increased authorized shares of common stock from 150,000,000 to 200,000,000 (effective 2025-12-17).
“At the Company’s Annual Meeting, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation (as amended, the “Charter”) to increase the number of authorized shares of Common Stock, from 150,000,000 shares to 200,000,000 and to make a corresponding change to the number of authorized shares of the Company’s capital stock (the “Share Increase Amendment”). Following the Annual Meeting, on December 17, 2025, the Company filed the Share Increase Amendment with the Secretary of State of the State of Delaware.”
NUSCALE POWER Corp: Increased authorized shares of Class A common stock from 332,000,000 to 662,000,000 (effective 2025-12-17).
“the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment to the Company’s Certificate of Incorporation (as amended, the “Certificate of Incorporation”) to amend the Certificate of Incorporation to increase the number of authorized shares of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”) from 332,000,000 to 662,000,000 shares”
Banzai International, Inc.: Amendment to Bylaws reducing quorum requirement for shareholder meetings to 33.3% of voting power, effective after the 2025 Annual Shareholder Meeting on January 15, 2026 (effective 2026-01-15).
“As per the approval, following the 2025 Annual Shareholder Meeting to be held on January 15, 2026, Section 3.5 of the Company’s Bylaws shall be amended such that the presence, in person, by remote communication, if applicable, or by proxy duly authorized, of the holders of 33.3% of the voting power of the then-outstanding shares of capital stock entitled to vote shall constitute a quorum for the transaction of business.”
Finance of America Companies Inc.: Amended certificate of designations to create Series A Convertible Perpetual Preferred Stock (effective 2025-12-15).
“Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. The information set forth under Item 1.01 with respect to the Series A Preferred Stock and the Certificate of Designations, which the Company filed with the Secretary of State of the State of Delaware on December 12, 2025, with an effective time of 8:00 a.m. ET on December 15, 2025, is incorporated by reference into this Item 5.03.”
Concord Acquisition Corp II: Stockholders approved an amendment to extend the deadline for consummating a business combination from December 31, 2025 to December 31, 2026 (effective 2025-12-16).
“As approved by its stockholders at the Special Meeting, the Company filed an amendment to its amended and restated certificate of incorporation with the Delaware Secretary of State on December 16, 2025 (the “ Charter Amendment ”), to extend the date by which the Company has to consummate a business combination from December 31, 2025 (the “ Termination Date ”) to December 31, 2026 (the “ Extended Date ”).”
Invest Acquisition Corp: Extended business combination deadline from December 17, 2025 to December 17, 2027 (effective 2025-12-12).
“the shareholders approved an extension of the date by which the Company must consummate a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities from December 17, 2025 to December 17, 2027”
Invest Acquisition Corp: Approved name change from Investcorp Europe Acquisition Corp I to Invest Acquisition Corporation (effective 2025-12-12).
“the shareholders approved the change of the Company’s name from “Investcorp Europe Acquisition Corp I” to “Invest Acquisition Corporation””
Sharplink, Inc.: Board approved and adopted Amended and Restated Bylaws to conform to recent DGCL amendments, make clarifying changes, and update internal procedural matters (effective 2025-12-15).
“On December 15, 2025, the Board approved and adopted the Amended and Restated Bylaws of the Company (the "Bylaws"), effective immediately, to update the bylaws to conform certain provisions to the Delaware General Corporation Law (the "DGCL") in light of, among other things, recent amendments to the DGCL, to make clarifying changes, and to effect certain other changes regarding internal procedural matters, including the following changes:”
Rain Enhancement Technologies Holdco, Inc.: Corrected a clerical error in the definition of Voting Threshold Date in the Amended and Restated Articles of Organization (effective 2024-12-19).
“On December 15, 2025, Rain Enhancement Technologies Holdco, Inc. (the “Company”), filed Articles of Correction (the “Articles of Correction”) with the Secretary of the Commonwealth of Massachusetts to correct a clerical error in the definition of Voting Threshold Date in the Company’s Amended and Restated Articles of Organization dated December 19, 2024 (the “Articles”). The Articles of Correction is effective as of December 19, 2024, the original effective date of the Articles.”
SONIDA SENIOR LIVING, INC.: The Third Amendment to the Second Amended and Restated Bylaws added procedures regarding advance notice of stockholder nominations and other business, effective immediately (effective 2025-12-10).
“On December 10, 2025, the board of directors of Sonida Senior Living, Inc. (the “Company”) approved and adopted the Third Amendment to the Second Amended and Restated Bylaws of the Company (the “Third Amendment” and the Second Amended and Restated Bylaws of the Company, as amended prior to the Third Amendment, the “Bylaws”), which became effective immediately.”
CYPHERPUNK TECHNOLOGIES INC.: Stockholders approved and the Company filed a Certificate of Amendment to increase authorized shares from 250,000,000 to 500,000,000 and add clarifying language regarding DGCL Section 242 (effective 2025-12-15).
“At the Special Meeting, the Company’s stockholders approved an amendment to the Company’s Fourth Amended and Restated Certificate of Incorporation (the “Charter”) to (i) increase the total number of shares that the Company is authorized to issue from 250,000,000 shares to 500,000,000 shares, of which 490,000,000 shares are designated as Common Stock, and 10,000,000 shares are designated as preferred stock, par value $0.001 per share, and (ii) include clarifying language regarding the applicability of recently amended provisions of Section 242 of the General Corporation Law of the State of Delaware ((i) and (ii) collectively, the “Charter Amendment”).”
TPG Mortgage Investment Trust, Inc.: Board adopted an amendment and restatement of the bylaws to reflect the company name change, effective concurrently with the charter amendment (effective 2025-12-16).
“on December 15, 2025, solely to reflect the change to the Company’s name, the Company’s board of directors approved and adopted an amendment and restatement of the Company’s bylaws (the "Amended and Restated Bylaws"), to be effective concurrently with the effectiveness of the Amendment.”
TPG Mortgage Investment Trust, Inc.: Company changed its name from 'AG Mortgage Investment Trust, Inc.' to 'TPG Mortgage Investment Trust, Inc.' via Articles of Amendment to the charter (effective 2025-12-16).
“On December 15, 2025, AG Mortgage Investment Trust, Inc. (the "Company") filed Articles of Amendment to the Company’s charter (the "Amendment") with the Maryland State Department of Assessments and Taxation to change the Company’s name from "AG Mortgage Investment Trust, Inc." to "TPG Mortgage Investment Trust, Inc.", effective as of 12:01 a.m., Eastern Time, on December 16, 2025.”
Cannae Holdings, Inc.: Adopted Amended and Restated Bylaws to reflect declassification of the Board of Directors (effective 2025-12-12).
“The Board of Directors previously approved the adoption of Amended and Restated Bylaws (the "Amended Bylaws") to reflect the Declassification, subject to shareholder approval of the Declassification.”
Cannae Holdings, Inc.: Amended Articles of Incorporation to declassify the Board of Directors, transitioning to annual election of all directors by 2028 (effective 2025-12-15).
“On December 15, 2025, the Company filed Amended and Restated Articles of Incorporation (the "Amended Charter") with the Nevada Secretary of State to effect the Declassification.”
NU RIDE INC.: Stockholders approved an amendment to the Third Amended and Restated Certificate of Incorporation (NOL Protective Amendment) effective December 15, 2025, to lower the ownership threshold to 4.75%, extend the protective provisions for ten years, restrict stockholder sales, and clarify treatment of pr (effective 2025-12-15).
“At the 2025 Annual Meeting, the stockholders approved an amendment to the Company’s Third amended and Restated Certificate of Incorporation (the “NOL Protective Amendment”), effective December 15, 2025, to (i) provide that the restrictions included in the NOL Protective Provisions apply to transactions involving any person or group of persons that is or as a result of such a transaction would become a 4.75% stockholder (i.e., would beneficially own, directly or indirectly, 4.75% or more of all issued and outstanding (x) capital stock of the Company, (y) common stock of the Company or (z) preferred stock of the Company), (ii) extend the expiration of the NOL Protective Provisions for a ten-year period after the 2025 Annual Meeting, (iii) extend the period of time in which existing 4.75% stockholders are restricted from selling Company securities for a ten-year period and (iv) clarify that the purported transferee in any prohibited transfer shall be deemed to hold the shares involved in”
MediaAlpha, Inc.: Amended and restated the bylaws to update stockholder meeting procedures, director election provisions, nomination requirements, indemnification, and other governance matters (effective 2025-12-10).
“On December 10, 2025, the Board of Directors of MediaAlpha, Inc. (the “Company”) approved an amendment and restatement of the Company’s by-laws (as so amended and restated, the “Amended and Restated By-Laws”), which became effective the same day.”
AMC Robotics Corp: SPAC ceased to be a shell company as a result of the business combination.
“As a result of the Business Combination, which fulfilled the definition of a business combination as required by SPAC’s organizational documents, the SPAC ceased to be a shell company (as defined in Rule 12b-2 of the Exchange Act) as of the Closing Date.”
AMC Robotics Corp: Adoption of new Bylaws upon closing of business combination.
“On the Closing Date, Surviving PubCo filed the Certificate of Incorporation and adopted new Bylaws.”
AMC Robotics Corp: Adoption of new Certificate of Incorporation (Amended and Restated Charter) upon closing of business combination.
“On the Closing Date, Surviving PubCo filed the Certificate of Incorporation and adopted new Bylaws.”
Overland Advantage: Amendments to articles of incorporation described in the Preferred Shares Supplement filed as Exhibit 3.1 (effective 2025-12-16).
“Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. The disclosure set forth above under Item 3.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.”
Bluerock Acquisition Corp.: On December 10, 2025, the Company adopted its Second Amended and Restated Memorandum and Articles of Association (effective 2025-12-10).
“Item 5.03. Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year. On December 10, 2025, in connection with the IPO, the Company adopted its Second Amended and Restated Memorandum and Articles of Association (the “ Amended Articles ”), effective the same day.”
MGP INGREDIENTS INC: Board approved further amendment and restatement of Amended and Restated Bylaws, effective immediately; changes include permitting common stockholders to fill Group A director vacancies, allowing preferred stockholders to fill Group B director vacancies via written action, and other clarifying chang (effective 2025-12-11).
“On December 11, 2025, the Board approved the further amendment and restatement of the Company’s Amended and Restated Bylaws (as so amended and restated, the “Amended and Restated Bylaws”), effective immediately.”
COMCAST CORP: Comcast filed Articles of Amendment to designate a new Class A Equivalent Preferred Stock in connection with a planned spin-off (effective 2025-12-15).
“on December 15, 2025, after the filing of the Restated Articles, Comcast filed with the Secretary of State of the Commonwealth of Pennsylvania Articles of Amendment to the Restated Articles (the “Designation Amendment”) to designate a new Class A Equivalent Preferred Stock (the “Preferred Shares”).”
COMCAST CORP: Comcast filed Amended and Restated Articles of Incorporation to remove non-operative references to Series A Participating Cumulative Preferred Stock and integrate a prior amendment changing registered office provider (effective 2025-12-15).
“On December 15, 2025, Comcast Corporation (“Comcast”) filed Amended and Restated Articles of Incorporation (the “Restated Articles”) with the Secretary of State of the Commonwealth of Pennsylvania eliminating from its articles of incorporation (the “Articles”) all non-operative references and provisions in the Articles relating to Series A Participating Cumulative Preferred Stock (which has no outstanding shares) and integrating into a single instrument a previous amendment that changed Comcast’s registered office provider.”
CareDx, Inc.: Changed voting standard for director elections from plurality to majority vote in uncontested elections and adopted a director resignation policy for incumbents who do not receive a majority vote (effective 2025-12-12).
“On December 12, 2025, the Board of Directors (the “Board”) of CareDx, Inc. (the “Company”) amended and restated the Company’s bylaws (the “Amended and Restated Bylaws”) to change the voting standard for the election of directors from a plurality to a majority voting standard, except in a contested election, where a plurality vote shall apply.”
IGC Pharma, Inc.: Amended articles to increase authorized common stock from 150,000,000 to 600,000,000 shares (effective 2025-12-12).
“Effective December 12, 2025, IGC Pharma, Inc. (the “Company”) amended its Amended and Restated Articles of Incorporation in order to give effect to a previously announced increase of its authorized common stock from 150,000,000 shares to 600,000,000 shares.”
Gevo, Inc.: Board adopted Third Amended and Restated Bylaws with changes to quorum, voting standard, universal proxy, advance notice provisions, and other updates (effective 2025-12-09).
“On December 9, 2025, the Board approved and adopted the Third Amended and Restated Bylaws of the Company (as amended and restated, the "Bylaws"), effective immediately.”
Emeren Group Ltd: Amended and restated memorandum and articles of association upon merger consummation.
“Effective upon consummation of the Merger, the memorandum and articles of association of the Company, as in effect immediately prior to the Merger, were amended and restated to be in the form of the memorandum and articles of association attached as Exhibit 3.1 hereto, which is incorporated herein by reference.”
Workhorse Group Inc.: Board adopted Third Amended and Restated Bylaws to opt out of Control Share Act and add exclusive forum provision.
“adopted the Third Amended and Restated Bylaws of Workhorse (the “A&R Bylaws”) to (i) opt out of Sections 78.378 to 78.3793, inclusive, of the Nevada Revised Statutes (the “Control Share Act”), and (ii) add an exclusive forum provision.”
Processa Pharmaceuticals, Inc.: Processa Pharmaceuticals filed a Certificate of Amendment to effect a 1-for-25 reverse stock split of common stock (effective 2025-12-16).
“On December 12, 2025, Processa Pharmaceuticals, Inc. (the “Company”) filed with the Secretary of State of the State of Delaware a Certificate of Amendment (the “Certificate of Amendment”) to the Company’s Fourth Amended and Restated Certificate of Incorporation to effect a 1-for-25 reverse stock split (the “Reverse Stock Split”) of the Company’s issued and outstanding shares of common stock, par value $0.0001 per share (the “Common Stock”), effective as of 5:00 p.m. Eastern Time on December 16, 2025.”
TILE SHOP HOLDINGS, INC.: Filed certificates of amendment to effect a 1-for-3,000 reverse stock split followed immediately by a 3,000-for-1 forward stock split (effective 2025-12-15).
“On December 15, 2025, the Company filed certificates of amendment to the certificate of incorporation of the Company, as amended, with the Secretary of State of the State of Delaware to effect the Reverse Stock Split at 5:01 p.m., followed immediately by the Forward Stock Split at 5:02 p.m., respectively, on that day.”
Indivior Pharmaceuticals, Inc.: Amended and restated articles of association to add Article 136 for the purpose of facilitating the scheme of arrangement (effective 2025-12-11).
“On December 11, 2025 shareholders of Indivior PLC (the "Company" or the "Registrant") approved amended and restated articles of association (the “Amended Articles”). The amendments introduced a new Article 136 for the purpose of facilitating the scheme of arrangement as set out in the shareholder circular published on November 14, 2025 (the “Scheme of Arrangement”).”
Avalon GloboCare Corp.: Amended articles of incorporation to designate Series E Non-Voting Convertible Preferred Stock (effective 2025-12-12).
“On December 12, 2025, the Company filed a certificate of designations of preferences, rights, and limitations of Series E Non-Voting Convertible Preferred Stock (the “Series E Certificate of Designations”) with the Department of State, Division of Corporations, of the State of Delaware, which provides for the designation of 19,500 shares of Series E Preferred Stock of the Company, par value $0.0001 per share, upon the terms and conditions as set forth in the Series E Certificate of Designations.”
ENDRA Life Sciences Inc.: Increased authorized common stock from 20,000,000 shares to 1,000,000,000 shares via Certificate of Amendment to Fourth Amended and Restated Certificate of Incorporation (effective 2025-12-10).
“At the Annual Meeting, the Company’s stockholders approved and adopted a Certificate of Amendment to the Company’s Fourth Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to increase the number of authorized shares of Company’s common stock, par value $0.0001 (the “Common Stock”), from 20,000,000 shares to 1,000,000,000 shares (the “Share Increase Amendment”). The Share Increase Amendment was filed with the Secretary of State of the State of Delaware on December 10, 2025 and was effective upon filing.”
Momentus Inc.: Approved a 1-for-17.85 reverse stock split and will file a certificate of amendment to the certificate of incorporation to effect the split (effective 2025-12-17).
“The Company will effect the Reverse Stock Split pursuant to the Company’s filing of a certificate of amendment to the Company’s certificate of incorporation (the “Certificate”) with the Delaware Secretary of State effective 5:00 p.m. Eastern Time, on December 17, 2025”
Datacentrex, Inc.: Company changed its name from Thumzup Media Corporation to Datacentrex, Inc. via a Certificate of Amendment to its Amended and Restated Articles of Incorporation, effective December 15, 2025 (effective 2025-12-15).
“the Company filed Articles of Merger with the Secretary of State of the State of Nevada to effectuate the Acquisition and a Certificate of Amendment to its Amended and Restated Articles of Incorporation (the “Charter Amendment”) to change the name of the Company to Datacentrex, Inc. from Thumzup Media Corporation (the “Name Change”).”
dMY Squared Technology Group, Inc.: Amended charter to extend business combination deadline from December 29, 2025 to January 29, 2026, with option for up to five additional one-month extensions to June 29, 2026 (effective 2025-12-15).
“the Company filed an amendment to the Charter with the Secretary of State of the State of Massachusetts and to effectuate the shareholder-approved amendment.”
Bayview Acquisition Corp: Shareholders approved an amendment to the Second Amended and Restated Memorandum and Articles of Association to extend the deadline for completing an initial business combination up to six times, from December 19, 2025 to June 19, 2026, with each extension one month and requiring a $50,000 deposit i (effective 2025-12-12).
“proposal, by special resolution, to amend the Company’s Second Amended and Restated Memorandum and Articles of Association, dated as of September 16, 2024 and further amended by special resolution passed on June 17, 2025, by adopting an amendment to the Company’s Second Amended and Restated Memorandum and Articles of Association 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.”
Twelve Seas Investment Co III/Cayman: Amended and restated memorandum and articles of association filed effective December 11, 2025 (effective 2025-12-11).
“On December 11, 2025, 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 December 11, 2025.”
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.