Charter, bylaw, and control-related changes under 8-K Items 5.03/5.05/5.06.
ABUNDIA GLOBAL IMPACT GROUP, INC.: Amended and restated bylaws solely to reflect the name change (effective 2025-12-05).
“Additionally, the Board approved the amendment and restatement of the Company’s Amended and Restated Bylaws (the “Bylaws”), effective immediately after the Name Change on the Effective Date.”
ABUNDIA GLOBAL IMPACT GROUP, INC.: Changed corporate name to Abundia Global Impact Group, Inc. via certificate of amendment to Certificate of Incorporation (effective 2025-12-05).
“Effective as of December 5, 2025 (the “Effective Date”), Houston American Energy Corp. (the “Company”) changed its corporate name to Abundia Global Impact Group, Inc. pursuant to a certificate of amendment (the “Certificate of Amendment”) to the Company’s Certificate of Incorporation, as amended (the “Certificate of Incorporation”) adopted by the Company’s Board of Directors (the “Board”) and filed with the Delaware Secretary of State on December 5, 2025 (the “Name Change”).”
ServiceNow, Inc.: Amended and Restated Certificate of Incorporation to effect a 5-for-1 stock split and proportionate increase in authorized common stock (effective 2025-12-17).
“On December 5, 2025, the shareholders of ServiceNow, Inc. (the “Company”) approved an Amended and Restated Certificate of Incorporation of the Company (the “Amended and Restated Charter”) to effect a 5-for-1 stock split (the “Stock Split”) of the Company's common stock, with a proportionate increase in the number of shares of authorized common stock.”
CIMG Inc.: Filed a Certificate of Change to the Articles of Incorporation to effect a 1-for-20 reverse stock split, effective December 5, 2025 (effective 2025-12-05).
“On December 2, 2025, CIMG Inc. (the “Company”) filed a Certificate of Change to the Articles of Incorporation of the Company with the Secretary of State of the State of Nevada (the “Certificate of Change”) that provides for a 1-for-20 reverse stock split (the “Split”) of its shares of common stock, par value $0.00001 per share (the “Common Stock”) that became effective at 12:01 a.m. on December 5, 2025.”
NightFood Holdings, Inc.: Increased number of designated Series C Convertible Preferred Stock shares from 500,000 to 800,000 (effective 2025-12-03).
“Prior to filing the Amended Series C COD there were 500,000 shares designated as Series C Preferred Stock. Effective as of filing the Amended Series C COD, the number of shares designated as Series C Preferred Stock is 800,000 shares.”
SKYX Platforms Corp.: Filed Certificate of Designation to establish Series A-2 Preferred Stock, designating 40,000 shares (effective 2025-12-02).
“On December 2, 2025, the Company filed the Certificate of Designation of Rights, Preferences and Privileges of Series A-2 Preferred Stock (the “Series A-2 Certificate of Designation”), designating 40,000 shares of newly-authorized convertible Series A-2 Preferred Stock, with the Division of Corporations of the Florida Department of State.”
Alpine Income Property Trust, Inc.: Filed Articles Supplementary to classify additional shares of Series A Preferred Stock, increasing authorized shares to 3,758,334 (effective 2025-12-05).
“On December 5, 2025, the Company filed Articles Supplementary (the “Additional Series A Articles Supplementary”) to the Company’s charter with the State Department of Assessments and Taxation of the State of Maryland (the “SDAT”), to classify and designate 1,458,334 shares of the Company’s authorized but unissued preferred stock, par value $0.01 per share, as additional shares of Series A Preferred Stock”
Lyell Immunopharma, Inc.: Amended and restated bylaws to modernize stockholder proposal procedures, clarify update rules, conform notice provisions to DGCL Section 232, simplify voting standards, and conform stockholder list requirements to DGCL Section 219 (effective 2025-12-03).
“On December 3, 2025, the Board of Directors (the “Board”) of Lyell Immunopharma, Inc. (the “Company”) amended and restated the Company’s Amended and Restated Bylaws (the “Amended Bylaws”), effective immediately.”
XBP Global Holdings, Inc.: Approval of 1-for-10 reverse stock split amendment to the Certificate of Incorporation (effective 2025-12-12).
“The reverse split will become effective at 5:00 p.m. Eastern Time on December 12, 2025.”
Datacentrex, Inc.: Corrected omitted language in Section 4(h) of the Certificate of Designation for Series A Preferred Stock (effective 2025-12-04).
“to the Amended and Restated Certificate of Designation of Rights, Powers, Preferences, Privileges and Restrictions of Series A Preferred Convertible Voting Stock (the “Certificate of Designation”). The Certificate of Correction corrects certain language that was inadvertently omitted from Section 4(h) of the Certificate of Designation.”
Phillip Street BDC LLC: Adopted Second Amended and Restated Limited Liability Company Agreement to update investment guidelines, extend commitment period indefinitely, and update schedule of officers (effective 2025-12-03).
“Effective as of December 3, 2025, the Board of Directors of Phillip Street Middle Market Lending Fund LLC (the “ Company ”) adopted and approved the Company’s Second Amended and Restated Limited Liability Company Agreement (the “ Second A&R LLC Agreement ”).”
Mural Oncology plc: The Memorandum and Articles of Association were amended pursuant to the Transaction Agreement.
“Pursuant to the terms of the Transaction Agreement, immediately following the Effective Time, the Memorandum and Articles of Association of the Company were amended in accordance with the resolution approved at the EGM, as set forth on Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.”
T1 Energy Inc.: Approved an amendment to the Certificate of Incorporation to remove the 'only for cause' qualification from the removal of directors provision (effective 2025-12-03).
“Proposal 4 - To approve an amendment to the Company’s Certificate of Incorporation to remove the “only for cause” qualification from the removal of directors provision.”
T1 Energy Inc.: Approved an amendment to the Certificate of Incorporation to increase the number of authorized shares of Common Stock from 355,000,000 to 500,000,000 (effective 2025-12-03).
“Proposal 3 - To approve an amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock of the Company from 355,000,000 shares to 500,000,000 shares.”
T1 Energy Inc.: Approved an amendment to the Certificate of Incorporation to establish limits on foreign ownership of capital stock to facilitate compliance with U.S. tax laws (effective 2025-12-03).
“Proposal 2 - To approve an amendment to the Company’s Certificate of Incorporation, as amended and restated on February 19, 2025 (“Certificate of Incorporation”), that will establish limits on the foreign ownership of the Company’s capital stock to facilitate compliance with applicable U.S. tax laws.”
T1 Energy Inc.: Removed the 'only for cause' qualification from the removal of directors provision in the Third Amended and Restated Bylaws (effective 2025-12-04).
“The Board of Directors (the “Board”) of T1 Energy Inc. (the “Company”) approved the Company’s Third Amended and Restated Bylaws, which were effective as of December 4, 2025 to reflect the removal of the “only for cause” qualification from the removal of directors provision pursuant to Section 242 of the Delaware General Corporation Law (the “DGCL”) and as described further herein.”
New America Acquisition I Corp.: Amended and Restated Articles of Incorporation became effective (effective 2025-12-03).
“On December 3, 2025, the Amended and Restated Articles of Incorporation became effective.”
HERSHEY CO: Amended Bylaws to remove language allowing Michele Buck to hold Chairman of the Board position, remove references to Lead Independent Director, and add provisions regarding Governance Committee Chair presiding in absence of Chairman and Vice Chairman, and Vice Chairman authority to call Board meetin (effective 2025-12-05).
“On December 5, 2025, the Board of Directors (the “Board”) of The Hershey Company (the “Company”) amended the Company’s By-laws, as amended and restated as of March 4, 2025 (the “Bylaws”), to reflect the amendments discussed herein (the “Amendments”).”
CHEVRON CORP: Amended and restated By-Laws to simplify officer titles and modernize nomenclature, effective December 3, 2025 (effective 2025-12-03).
“On December 3, 2025, the Board of Directors (the “Board”) of Chevron Corporation (the “Corporation”) approved and adopted amended and restated By-Laws of the Corporation (the “By-Laws”), effective December 3, 2025.”
PALISADE BIO, INC.: Increased authorized shares of common stock from 280,000,000 to 300,000,000 (effective 2025-12-03).
“On December 3, 2025, the Company filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation (the "Amendment") with the Secretary of State of the State of Delaware to increase the number of authorized shares of common stock from 280,000,000 shares to 300,000,000 shares.”
Gold.com, Inc.: Amended and restated bylaws to reflect the name change to Gold.com, Inc (effective 2025-12-02).
“The Company also amended and restated its bylaws (the “Prior Bylaws”) to reflect the Name Change, effective as of the Effective Date.”
Gold.com, Inc.: Amended certificate of incorporation to change corporate name from A-Mark Precious Metals, Inc. to Gold.com, Inc (effective 2025-12-02).
“Effective as of December 2, 2025 (the “Effective Date”), A-Mark Precious Metals, Inc. (the “Company”) changed its corporate name to Gold.com, Inc., pursuant to a Certificate of Amendment of Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) adopted by the Company’s Board of Directors and filed with the Secretary of State of the State of Delaware (the “Name Change”).”
GridAI Technologies Corp.: Company amended its Certificate of Incorporation to change name from Entero Therapeutics, Inc. to GridAI Technologies Corp (effective 2025-12-01).
“The Company amended its Amended and Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”), to effect a change of the Company’s name from “Entero Therapeutics, Inc.” to “GridAI Technologies Corp.” (the “Name Change”).”
Bitwise 10 Crypto Index ETF: First Amended and Restated Trust Agreement amends Original Trust Agreement to reflect conversion to exchange-traded product, including changes to Management Fee calculation and share creation/redemption mechanisms.
“entered into a First Amended and Restated Trust Agreement of the Trust (the “A&R Trust Agreement”), which amended and restated the Trust Agreement of the Trust dated May 1, 2020 (the “Original Trust Agreement”).”
Bitwise 10 Crypto Index ETF: Amendment to Certificate of Trust to change name from Bitwise 10 Crypto Index Fund to Bitwise 10 Crypto Index ETF (effective 2025-12-03).
“caused a Certificate of Amendment to the Trust’s Certificate of Trust to be filed with the Secretary of State of the State of Delaware in order to change the name of the Trust from “Bitwise 10 Crypto Index Fund” to “Bitwise 10 Crypto Index ETF”.”
Bitcoin Infrastructure Acquisition Corp Ltd: Adopted Amended and Restated Memorandum and Articles of Association in connection with IPO (effective 2025-12-01).
“On December 1, 2025, in connection with the IPO, the Company adopted its Amended and Restated Memorandum and Articles of Association. The Amended and Restated Memorandum and Articles of Association is filed herewith as Exhibit 3.1 and is incorporated by reference herein.”
General Purpose Acquisition Corp.: Adopted Amended and Restated Memorandum and Articles of Association in connection with IPO (effective 2025-12-02).
“On December 2, 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.”
RUSH ENTERPRISES INC \TX\: Amended and restated bylaws to incorporate provisions of Texas Business Organizations Code, including derivative proceeding ownership threshold, exclusive forum for internal claims, jury trial waiver, and director nomination compliance with Rule 14a-19 (effective 2025-12-01).
“On December 1, 2025, the Board of Directors of Rush Enterprises, Inc. (the “Company”) approved the Second Amended and Restated Bylaws of the Company (the “Bylaws”), effective as of such date.”
Sonnet BioTherapeutics Holdings, Inc.: Increased authorized common stock to 500,000,000 shares.
“Sonnet filed a Certificate of Amendment to Sonnet’s Certificate of Incorporation, as amended (the “Certificate of Amendment”), with the Secretary of State of the State of Delaware to increase the number of shares of common stock authorized for issuance thereunder to 500,000,000 shares, each share of common stock having a par value of $0.0001.”
SUTRO BIOPHARMA, INC.: Amendment to Restated Certificate of Incorporation to effect a 1-for-10 reverse stock split (effective 2025-12-03).
“On December 2, 2025, Sutro Biopharma, Inc. (the “ Company ”) filed a Certificate of Amendment (the “ Amendment ”) to its Restated Certificate of Incorporation (the “ Certificate of Incorporation ”) with the Secretary of State of the State of Delaware to implement a 1-for-10 reverse stock split (the “ Reverse Stock Split ”) of the Company’s common stock, par value $0.001 per share (the “ Common Stock ”) to be effective as of 12:01 am Eastern time on December 3, 2025 (the “ Effective Time ”).”
INVO Fertility, Inc.: 1-for-8 reverse stock split of common stock and reduction in authorized shares from 50,000,000 to 6,250,000, effected by filing a Certificate of Change with the Nevada Secretary of State (effective 2025-11-28).
“On November 26, 2025, 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-8 reverse stock split (the “Reverse Stock Split”) of the Company’s issued and outstanding and authorized shares of Common Stock.”
TILE SHOP HOLDINGS, INC.: Stockholders approved an amendment to the Certificate of Incorporation to effect a reverse stock split at a ratio not less than 1-for-2,000 and not greater than 1-for-4,000; the Board later approved a 1-for-3,000 reverse stock split followed by a 3,000-for-1 forward stock split, and the company inte (effective 2025-12-03).
“At the special meeting of the Company’s stockholders held on December 3, 2025 (the “Special Meeting”), the holders of a majority of the Company’s issued and outstanding shares of Common Stock entitled to vote approved a proposal granting the Board to effect the Reverse Stock Split (as defined below) in its discretion.”
Hyperliquid Strategies Inc: On the Closing Date, the Board adopted a new code of business conduct and ethics applicable to all directors, officers, and employees (effective 2025-12-03).
“On the Closing Date, in connection with the Closing, the Board adopted a new code of business conduct and ethics applicable to all of the Company’s directors, officers and employees.”
Hyperliquid Strategies Inc: On the Closing Date, the Company adopted an amended and restated certificate of incorporation and amended and restated bylaws, including provisions regarding authorized capital stock, director removal, stockholder action, special meetings, board classification, and amendment requirements (effective 2025-12-03).
“On the Closing Date, the Company adopted an amended and restated certificate of incorporation, which became effective upon the filing thereof with the Secretary of State of the State of Delaware (the “ Restated Charter ”), and amended and restated bylaws (the “ Restated Bylaws ”).”
MetaVia Inc.: Amendment to Certificate of Incorporation to effect a 1-for-11 reverse stock split of common stock (effective 2025-12-04).
“On December 2, 2025, the Company filed with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”) a Certificate of Amendment to its Certificate of Incorporation (the “Certificate of Amendment”) to effect the Reverse Stock Split.”
Texas Pacific Land Corp: Amendment to Second Amended and Restated Certificate of Incorporation to effect a three-for-one forward stock split, increasing authorized common shares from 46,536,936 to 139,610,808 (effective 2025-12-22).
“On December 2, 2025, the Company filed an amendment (the “Amendment”) to the Company’s Second Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to effect the Stock Split and proportionately increase the number of shares of the Company’s authorized Common Stock from 46,536,936 to 139,610,808.”
GlobalTech Corp: Filed Certificate of Designation establishing Series A Preferred Stock designations, preferences, limitations and relative rights (effective 2025-11-25).
“On November 25, 2025, the Company submitted for filing to the Secretary of State of Nevada, a Certificate of Designation of GlobalTech Corporation Establishing the Designations, Preferences, Limitations and Relative Rights of its Convertible Series A Preferred Stock (the “ Series A Designation ”), which was filed with the Secretary of State of Nevada on November 25, 2025, effective as of the same date.”
Aimei Health Technology Co., Ltd.: Amended Article 35.2 of the Articles of Association to extend the business combination deadline from 24 to 36 months after the IPO, i.e., to December 6, 2026 (effective 2025-11-26).
“Article 35.2 of the Amended and Restated Articles of Association of the Company, as in effect immediately prior to the Extraordinary General Meeting, was amended and restated to essentially extend the date by which the Company has to consummate a business combination from 24 months from the date of the Company’s initial public offering (namely, December 6, 2025) to 36 months from the date of the Company’s initial public offering (namely, December 6, 2026).”
ZION OIL & GAS INC: Amended Article XI to add exclusive forum provisions, including jury trial waiver and mandatory arbitration for securities claims (effective 2025-12-01).
“Under Article XI of the Company’s Bylaws, the following major changes were made and second and third paragraphs were added as follows: ARTICLE XI – EXCLUSIVE FORUM Second and third paragraphs added: Further, Article XI includes a waiver of the right to a jury trial as provided in Section 2.116 of the TBOC concerning any internal entity claim as defined by Section 2.115 of the TBOC.”
Hanesbrands Inc.: Hanesbrands converted from a corporation to a limited liability company, adopting articles of conversion and an LLC Agreement.
“Pursuant to the Merger Agreement, in connection with the LLC Conversion, Hanesbrands filed with the Maryland State Department of Assessments and Taxation articles of conversion of Hanesbrands (the “Articles of Conversion”). The Articles of Conversion are attached as Exhibit 3.1 to this Current Report and incorporated by reference herein. In addition, at the LLC Conversion Effective Time, Hanesbrands adopted a Limited Liability Company Agreement of Hanesbrands (the “LLC Agreement”).”
Hudson Pacific Properties, Inc.: Filed Articles of Amendment to effect a one-for-seven reverse stock split, decrease par value from $0.07 to $0.01 per share, and decrease authorized shares from 722,400,000 to 121,600,000 shares. The charter amendments also reduced the number of authorized common shares from 722,400,000 to 103,200,0 (effective 2025-12-01).
“the Company filed Articles of Amendment to its charter with the Maryland State Department of Assessments and Taxation to (i) effect the Reverse Stock Split (the “Stock Split Amendment”), (ii) decrease the par value of common stock from $0.07 per share to $0.01 per share (the “Par Value Amendment”) and (iii) decrease the number of authorized shares of stock from 722,400,000 shares to 121,600,000 shares (the “Authorized Shares Amendment” and, together with the Stock Split Amendment and the Par Value Amendment, the “Articles of Amendment”).”
BigBear.ai Holdings, Inc.: Stockholders approved amendment to increase authorized shares of common stock from 500,000,000 to 1,000,000,000.
“The Company’s stockholders voted to approve an amendment to the Company’s Second Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock of the Company from 500,000,000 to 1,000,000,000 (“Proposal 1”), by a vote of 191,584,812 shares of common stock for, 44,535,884 shares of common stock against and 3,517,671 shares of common stock abstaining.”
BigBear.ai Holdings, Inc.: Amended voting standard for stockholder matters (non-director) to majority of votes cast, addressed universal proxy rules, and clarified procedural mechanics for stockholder nominations and proposals (effective 2025-12-01).
“The Board of Directors of BigBear.ai Holdings, Inc. (the “Company”) approved and adopted effective December 1, 2025 amendments to the Company’s existing Bylaws (as so amended, the “Amended and Restated Bylaws”) to, among other things: (i) amend the voting standard for all matters submitted to the stockholders, other than the election of directors, to the affirmative vote of the holders of majority in voting power of the votes cast (excluding abstentions and broker non-votes) on such matter, unless otherwise provided by applicable law, rule or regulation (including the rules of any stock exchange on which the Company’s shares are listed and traded), by the Company’s certificate of incorporation, as amended from time to time, or the Amended and Restated Bylaws; (ii) address the universal proxy rules adopted by the U.S. Securities and Exchange Commission, by clarifying that no person may solicit proxies in support of a director nominee other than the Board’s nominees unless such person ha”
Brand Engagement Network Inc.: Certified amendment to certificate of incorporation to effect a 1-for-10 reverse stock split of common stock, effective December 12, 2025 (effective 2025-12-12).
“On December 1, 2025, Brand Engagement Network Inc. (the “Company”) filed a Certificate of Amendment to its Certificate of Incorporation with the Secretary of State of the State of Delaware to effect a one-for-ten (1-for-10) reverse stock split (the “Reverse Stock Split”) of its common stock, par value $0.0001 (the “Common Stock”), effective on December 12, 2025 at 12:01 am Eastern Time (the “Effective Time”).”
REPUBLIC AIRWAYS HOLDINGS INC.: The Company's Board of Directors replaced Mesa's Code of Conduct and Ethics with the Company's Code of Business Conduct and Ethics, applying to all directors, officers, and employees, including principal executive, financial, and accounting officers.
“In connection with the Merger, the Company’s Board of Directors replaced Mesa’s Code of Conduct and Ethics with the Company’s Code of Business Conduct and Ethics, which applies to all directors, officers and employees, including the Company’s Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer, or persons performing similar functions.”
REPUBLIC AIRWAYS HOLDINGS INC.: The Company adopted a new Certificate of Incorporation and Bylaws (reflecting the name change to Republic Airways Holdings Inc.) effective at the merger's Effective Time.
“New Certificate of Incorporation and Bylaws See “ Comparison of Rights of Holders of Mesa Capital Stock and Republic Capital Stock ” in the Proxy Statement/Prospectus, beginning on page 362 thereof, for a summary of the material terms of the Company’s Certificate of Incorporation and Bylaws, effective at the Effective Time, in connection with the Conversion, which information is incorporated herein by reference. Such summary does not purport to be complete and is qualified in its entirety by the full text of the Company’s Certificate of Incorporation and Bylaws (reflecting the name change to “Republic Airways Holdings Inc.”), copies of which are attached hereto as Exhibit 3.4 and 3.5, respectively, and incorporated herein by reference.”
REPUBLIC AIRWAYS HOLDINGS INC.: On November 24, 2025, Mesa filed a Certificate of Change with the Nevada Secretary of State to effect a 1-for-15 reverse stock split, reducing authorized shares from 125,000,000 to 8,333,333 (subsequently superseded by the merger) (effective 2025-11-24).
“As previously announced, the Board of Directors of Mesa unanimously approved the Reverse Stock Split and on November 24, 2025, Mesa filed a Certificate of Change Pursuant to NRS 78.209 with the Nevada Secretary of State to effect the Reverse Stock Split (the “ Certificate of Change ”), which became effective at 6:00 p.m. Eastern Time on such date. As a result of the Reverse Stock Split, every 15 shares of Mesa common stock issued and outstanding on the effective date of the Reverse Stock Split was consolidated into one issued and outstanding share of Mesa common stock.”
Moleculin Biotech, Inc.: Approved amendment to certificate of incorporation to effect a 1-for-25 reverse stock split of common stock, effective December 1, 2025 (effective 2025-12-01).
“At the Moleculin Biotech, Inc. (the “Company”) annual meeting of stockholders completed on August 18, 2025, the stockholders of the Company approved an amendment to the Company’s amended and restated certificate of incorporation (the “Amendment”) to effect the reverse stock split at a ratio in the range of 1-for-2 to 1-for-30, with such ratio to be determined in the discretion of the Company’s board of directors and with such reverse stock split to be effected at such time and date, if at all, as determined by the Company’s board of directors in its sole discretion prior to the one-year anniversary of the annual meeting.”
Brand Engagement Network Inc.: Amended bylaws to reduce stockholder meeting quorum requirement from a majority to one-third of shares entitled to vote (effective 2025-11-26).
“On November 26, 2025, the Board of Directors of Brand Engagement Network Inc. approved a resolution by unanimous written consent to amend the Company’s existing bylaws to reduce the quorum requirement for stockholder meetings from a majority to one-third (1/3) of the shares entitled to vote.”
SC II Acquisition Corp.: Filed amended and restated memorandum and articles of association in connection with IPO (effective 2025-11-25).
“On November 25, 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 November 25, 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.