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
AMCI AMC Robotics Corp

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.”
AMCI AMC Robotics Corp

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

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.”
BLRK Bluerock Acquisition Corp.

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.”
MGPI MGP INGREDIENTS INC

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.”
CMCSA COMCAST CORP

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”).”
CMCSA COMCAST CORP

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.”
CDNA CareDx, Inc.

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 IGC Pharma, Inc.

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 Gevo, Inc.

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

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.”
WKHS Workhorse Group Inc.

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.”
PCSA Processa Pharmaceuticals, Inc.

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.”
TTSH TILE SHOP HOLDINGS, INC.

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.”
INDV Indivior Pharmaceuticals, Inc.

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”).”
ALBT Avalon GloboCare Corp.

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.”
NDRA ENDRA Life Sciences Inc.

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.”
MNTS Momentus Inc.

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”
DTCX Datacentrex, Inc.

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.

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.”
BAYA Bayview Acquisition Corp

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.”
TWLV Twelve Seas Investment Co III/Cayman

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.”
LLYVA Liberty Live Holdings, Inc.

Liberty Live Holdings, Inc.: Company amended and restated its bylaws effective as of the Effective Time (effective 2025-12-15).

“Also on December 15, 2025, effective as of the Effective Time, the Company amended and restated its bylaws (the “ Bylaws ”) to read as filed as Exhibit 3.2 to this Current Report on Form 8-K.”
LLYVA Liberty Live Holdings, Inc.

Liberty Live Holdings, Inc.: Company filed Amended and Restated Articles of Incorporation reclassifying common stock into series and authorizing Ventures Group common stock (effective 2025-12-15).

“On December 15, 2025, the Company filed its Amended and Restated Articles of Incorporation (the “ Restated Articles ”) with the Nevada Secretary of State, which became effective as of 4:01 p.m., New York City time, on December 15, 2025.”
ITHA ITHAX Acquisition Corp III

ITHAX Acquisition Corp III: Adopted Amended and Restated Memorandum and Articles of Association in connection with IPO (effective 2025-12-11).

“On December 11, 2025, in connection with the IPO, the Company adopted its Amended and Restated Memorandum and Articles of Association (the “Amended Charter”), effective the same day.”
MESH Meshflow Acquisition Corp

Meshflow Acquisition Corp: Adopted Amended and Restated Memorandum and Articles of Association in connection with IPO (effective 2025-12-09).

“On December 9, 2025, in connection with the IPO, the Company adopted its Amended and Restated Memorandum and Articles of Association (the “ Amended Articles ”), effective the same day.”
AIG AMERICAN INTERNATIONAL GROUP, INC.

AMERICAN INTERNATIONAL GROUP, INC.: Amended and restated By-Laws to track Delaware law changes and make clarifying, ministerial updates, including rules for shareholder meetings, board size discretion, special meeting requests, and contested director elections (effective 2025-12-10).

“On December 10, 2025, the Board of Directors (the “Board”) of American International Group, Inc. (the “Company”) amended and restated the Company’s By-Laws (the “By-Laws”) following the Board’s annual review of its organizational documents. The amendments update various provisions to track changes in Delaware law and reflect certain clarifying, ministerial and other changes.”
ALLETE INC

ALLETE INC: Amended and restated bylaws in their entirety in connection with merger.

“In accordance with the terms of the Merger Agreement, at the Effective Time, the bylaws of the Company were amended and restated in their entirety”
ALLETE INC

ALLETE INC: Amended and restated articles of incorporation in their entirety in connection with merger.

“In accordance with the terms of the Merger Agreement, at the Effective Time, the Amended and Restated Articles of Incorporation of the Company were amended and restated in their entirety”
SCWO 374Water Inc.

374Water Inc.: The company filed a Certificate of Amendment to effect a 1-for-10 reverse stock split, effective December 26, 2025 (effective 2025-12-26).

“On December 15, 2025, 374Water Inc. (“ 374Water ” or 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 to effect a 1-for-10 reverse stock split (the “ Reverse Stock Split ”) of the issued and outstanding shares of the Company’s Common Stock (the “ Common Stock ” ). The Certificate of Amendment will take effect as of 12:01 a.m. Eastern Time on December 26, 2025 (the “ Effective Time ”).”
TRC TEJON RANCH CO

TEJON RANCH CO: Amended and Restated Bylaws to align with DGCL, clarify meeting procedures, voting thresholds, and committee reporting, and delete outdated references (effective 2025-12-10).

“On December 10, 2025, as part of a periodic review of corporate governance matters, the Board of Directors (the “Board) of Tejon Ranch Company (the “Company”) approved Amended and Restated Bylaws of the Company (as so amended and restated, the “Bylaws”).”
JBLU JETBLUE AIRWAYS CORP

JETBLUE AIRWAYS CORP: Amended and restated bylaws to clarify procedural requirements, update proxy access, stockholder meeting procedures, majority voting, indemnification, and add exclusive forum provisions (effective 2025-12-09).

“On December 9, 2025, the Board of Directors (the “Board”) of JetBlue Airways Corporation (the “Company”) approved and adopted amendments to the Company’s amended and restated bylaws (as amended and restated, the “Amended and Restated Bylaws”), which became effective the same day.”
FEED ENvue Medical, Inc.

ENvue Medical, Inc.: The Company changed its name from 'NanoVibronix, Inc.' to 'ENvue Medical, Inc.' via a Certificate of Amendment (effective 2025-12-12).

“On December 8, 2025, the Company filed a Certificate of Amendment to ENvue Medical, Inc. (the “Company”) Certificate of Incorporation (the “Certificate of Amendment”) to change the name of the Company from “NanoVibronix, Inc.” to “ENvue Medical, Inc.” effective as of December 12, 2025 (the “Name Change”).”
BHLL Bunker Hill Mining Corp.

Bunker Hill Mining Corp.: Increased authorized common stock from 2,500,000,000 to 3,500,000,000 shares (effective 2025-12-11).

“On December 11, 2025, the Company filed a Certificate of Amendment to its Second Amended and Restated Articles of Incorporation with the Secretary of State of the State of Nevada in accordance with Nevada Revised Statutes 78.385 and 78.390 to effect the Authorized Share Increase.”
RVYL RYVYL Inc.

RYVYL Inc.: Certificate of Designation amendment to increase Stated Value from $100.00 to $130.00 (effective 2025-12-09).

“On December 9, 2025, the Company filed a Certificate of Amendment to the Certificate of Designation to increase the Stated Value from $100.00 to $130.00 (the “Certificate of Amendment”).”
INBS INTELLIGENT BIO SOLUTIONS INC.

INTELLIGENT BIO SOLUTIONS INC.: Approved amendment to Certificate of Incorporation to effect a 1-for-10 reverse stock split (effective 2025-12-15).

“At the annual meeting of stockholders of Intelligent Bio Solutions Inc. (the “Company”) held on October 16, 2025, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Amendment”) to effect a reverse stock split at a ratio of not less than 1-for-2 and not more than 1-for-10 at any time within 12 months following the date of such stockholder approval, with the exact ratio to be set within this range by the Company’s Board of Directors (the “Board”) at its sole discretion without further approval or authorization of the Company’s stockholders.”
SEER Seer, Inc.

Seer, Inc.: Filed Certificate of Retirement to reduce authorized shares of capital stock and Class B Common Stock following automatic conversion of Class B to Class A shares (effective 2025-12-12).

“on December 12, 2025, the Company filed the Certificate of Retirement with the Secretary of State of the State of Delaware in connection with the retirement of the shares of Class B Common Stock that were issued but not outstanding following the Conversion and to accordingly reduce the Company's total number of authorized shares of capital stock and the Company's total number of authorized shares of Class B Common Stock by an amount equal to the number of retired shares of Class B Common Stock.”
BNKK BONK, INC.

BONK, INC.: Amended Third Amended and Restated Certificate of Incorporation to effect a 1-for-35 reverse stock split (effective 2025-12-11).

“On December 9, 2025, Bonk, Inc., a Delaware corporation (the “Company”), filed a Certificate of Amendment (the “Charter Amendment”) to the Company’s Third Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to effect a reverse stock split of the Company’s common stock, $0.001 par value per share (“Common Stock”), at a rate of 1-for-35 (the “Reverse Stock Split”), effective as of 12:01 a.m. Eastern Time on December 11, 2025.”
ABT ABBOTT LABORATORIES

ABBOTT LABORATORIES: Increased board size from twelve to thirteen directors by amending Article III, Section 2 of the by-laws (effective 2025-12-12).

“On December 12, 2025, Abbott’s Board of Directors amended the first sentence of Article III, Section 2 of Abbott’s by-laws to provide that Abbott’s Board of Directors shall consist of thirteen persons, effective as of December 12, 2025.”
ALSAF Alpha Star Acquisition Corp

Alpha Star Acquisition Corp: Amended the company's memorandum and articles of association to extend the deadline to consummate a business combination to December 15, 2026 (effective 2025-12-11).

“On December 11, 2025, following the approval of the proposals described above, the Company adopted the amendments to the Amended and Restated Memorandum and Articles of Association.”
Bowen Acquisition Corp

Bowen Acquisition Corp: Amendment to extend business combination deadline from December 14, 2025 to as late as June 14, 2026 via up to three one-month increments (effective 2025-12-12).

“an amendment to the Articles to allow the board of directors of the Company (the “Board”) to extend the date (the “Extension”) by which the Company must consummate an initial merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (a “business combination”)”
STAI ScanTech AI Systems Inc.

ScanTech AI Systems Inc.: Filed certificate of amendment to effectuate a 1-for-20 reverse stock split of common stock (effective 2025-12-15).

“On December 11, 2025, ScanTech AI Systems Inc. (the “Company”) filed a certificate of amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Amendment”) with the Secretary of State of the State of Delaware to effectuate a 1-for-20 reverse stock split”
XXI Twenty One Capital, Inc.

Twenty One Capital, Inc.: CEP ceased to be a shell company upon closing of business combination.

“As a result of the Business Combination, CEP ceased to be a shell company upon the Closing.”
XXI Twenty One Capital, Inc.

Twenty One Capital, Inc.: Board adopted a new Code of Conduct (effective 2025-12-08).

“On December 8, 2025, the Board adopted a new Code of Conduct that applies to all of its employees, including its Chief Executive Officer, Chief Financial Officer and other executive and senior financial officers.”
XXI Twenty One Capital, Inc.

Twenty One Capital, Inc.: Amended and Restated Bylaws adopted (effective 2025-12-08).

“adopted the Amended and Restated Bylaws (the “Bylaws”) on December 8, 2025”
XXI Twenty One Capital, Inc.

Twenty One Capital, Inc.: Amended and Restated Certificate of Formation filed and effective (effective 2025-12-08).

“Pubco filed the Amended and Restated Certificate of Formation (the “Certificate of Formation”) with the Texas Secretary of State on December 5, 2025, which became effective on December 8, 2025”
LMRI Lumexa Imaging Holdings, Inc.

Lumexa Imaging Holdings, Inc.: Amended and Restated Bylaws became effective (effective 2025-12-12).

“On December 12, 2025, the Company’s Amended and Restated Bylaws became effective.”
LMRI Lumexa Imaging Holdings, Inc.

Lumexa Imaging Holdings, Inc.: Amended and Restated Certificate of Incorporation became effective (effective 2025-12-12).

“On December 12, 2025, the Company’s Amended and Restated Certificate of Incorporation became effective.”
KBON Karbon Capital Partners Corp.

Karbon Capital Partners Corp.: Company filed amended and restated memorandum and articles of association in connection with IPO (effective 2025-12-10).

“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 10, 2025.”
GWW W.W. GRAINGER, INC.

W.W. GRAINGER, INC.: Amendments to By-Laws to modernize provisions relating to virtual annual shareholder meetings and remote communications and to update or remove outdated terminology (effective 2025-12-10).

“On December 10, 2025 (the “Effective Date”), the Board of Directors of W.W. Grainger, Inc. (the “Company”) approved amendments to the Company’s By-Laws (the “By-Laws”), effective as of the Effective Date. The amendments reflect updates to modernize and clarify certain provisions relating to virtual annual shareholder meetings and remote communications and update or remove outdated terminology.”

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.