Charter, bylaw, and control-related changes under 8-K Items 5.03/5.05/5.06.
FORD MOTOR CO: Amended By-Laws to update stockholder meeting provisions, advance notice, remove director retirement age, streamline committees, and other updates (effective 2025-12-11).
“On December 11, 2025, the Board adopted amendments to the Company’s By-Laws (the “By-Laws”), which became effective immediately”
Apyx Medical Corp: Removed Article EIGHTH from Certificate of Incorporation and replaced with 'intentionally omitted' (effective 2025-12-08).
“On December 8, 2025, the Company filed a Certificate of Amendment to its Certificate of Incorporation with the Secretary of State of the State of Delaware to effect the Amendment.”
Clearfield, Inc.: Amended bylaws to implement proxy access, update for universal proxy rules and Minnesota exclusive forum, and make other changes (effective 2025-12-10).
“On December 10, 2025, upon recommendation of the Nominating and Corporate Governance Committee, the Board of Directors (the “Board”) of Clearfield, Inc. (the “Company”) approved and adopted amendments to the Company’s Amended and Restated Bylaws (the “Bylaws”), effective immediately, to implement proxy access, make changes in connection with the Securities and Exchange Commission rules regarding universal proxy cards (the “Universal Proxy Rules”), make changes in connection with the Minnesota Business Corporation Act exclusive forum provision, and to make certain other changes.”
ProPhase Labs, Inc.: Amended Certificate of Incorporation to effect a 1-for-10 reverse stock split of common stock (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”). The Certificate of Amendment became effective on December 2, 2025.”
ProPhase Labs, Inc.: Amended Certificate of Incorporation to effect a 1-for-10 reverse stock split (effective 2025-12-02).
“On November 30, 2025, the Company’s stockholders approved an amendment to the Company’s Certificate of Incorporation to effect a reverse stock split of the Company’s common stock at a ratio of one (1) shares for every ten (10) shares of common stock outstanding. The amendment became effective on December 2, 2025.”
AMN HEALTHCARE SERVICES INC: Amended and restated bylaws to align with Delaware law, revise special meeting and stockholder proposal procedures, clarify meeting conduct powers, add director interview requirement, and make other updates (effective 2025-12-11).
“On December 11, 2025, the Board of Directors (the “Board”) of AMN Healthcare Services, Inc. (the “Company”) adopted and approved amended and restated by-laws of the Company (the “By-laws”) to, among other things: • Align the By-laws with developments in Delaware law; • Revise procedural mechanics and disclosure requirements applicable to stockholder-requested special meetings; • Clarify the powers of the Board and the chair of a stockholder meeting to regulate conduct at a meeting; • Revise procedural mechanics and disclosure requirements applicable to stockholder nominations of directors and submissions of proposals regarding other business at stockholder meetings, including to clarify the scope of information required regarding proposing stockholders, proposed nominees and other related persons; • Require that director candidates must be available to be interviewed by members of the Board with respect to such person’s candidacy and qualifications to serve as a director; and • Make ce”
Star Equity Holdings, Inc.: Amended bylaws to designate Court of Chancery of Delaware as exclusive forum for certain internal corporate claims (effective 2025-12-10).
“Effective as of December 10, 2025, the Company adopted the Amendment to the Bylaws. The Amendment to the Bylws provides that the Court of Chancery of the State of Delaware shall, to the fullest extent permitted by law, be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Company; (ii) any action asserting a claim that is based upon a breach of a fiduciary duty owed by, or other wrongdoing by, any current or former director, officer, stockholder, employee or agent of the Company to the Company or the Company’s stockholders; (iii) any action asserting a claim against the Company or any current or former director, officer, stockholder, employee or agent of the Company arising pursuant to any provision of the General Corporation Law, the Company’s certificate of incorporation or bylaws or as to which the General Corporation Law confers jurisdiction on the Court of Chancery of the State of Delaware; (iv) any action to interpret, apply, enforce”
AMC ENTERTAINMENT HOLDINGS, INC.: Increased authorized Class A common stock from 550M to 1.1B shares and removed references to retired Class B common stock and prior reclassifications, conversions and splits (effective 2025-12-10).
“the Company’s stockholders approved an amendment to the Company’s Third Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to increase the total number of authorized shares of the Company’s Class A common stock (“Common Stock”) from 550,000,000 to 1,100,000,000 shares of Common stock (the “Share Increase”). The Company also amended the Certificate of Incorporation to remove references to Class B common stock, which was previously retired, and references to prior reclassifications, conversions and splits of common stock.”
Axe Compute Inc.: Third Amended and Restated Bylaws adopted to reflect new corporate name and integrate prior amendments (effective 2025-12-11).
“the Board approved and adopted the Third Amended and Restated Bylaws, also effective on December 11, 2025 (the “ A&R Bylaws ”), to reflect the corporate name Axe Compute Inc. and to integrate prior amendments to the Company’s bylaws, dated September 9, 2022 (as amended to date, the “ Bylaws ”).”
Axe Compute Inc.: Certificate of Amendment to change corporate name from Predictive Oncology Inc. to Axe Compute Inc (effective 2025-12-11).
“On December 9, 2025, Predictive Oncology Inc. (the “ Company ”) filed with the Secretary of State of the State of Delaware a Certificate of Amendment to the Company’s Certificate of Incorporation to change its corporate name from Predictive Oncology Inc. to Axe Compute Inc. (the “ Name Change ”), effective December 11, 2025.”
Edgemode, Inc.: Filed Certificate of Designation designating Series D Preferred Stock with special voting rights (effective 2025-12-10).
“On December 10, 2025, the Company filed with the Nevada Secretary of State a Certificate of Designation of Series D Preferred Stock (the “Certificate of Designation”).”
Beneficient: Approved a 1-for-8 reverse stock split and proportionate reduction in authorized shares of Class A and Class B common stock, effective December 15, 2025 (effective 2025-12-15).
“On December 10, 2025, the Company filed a Certificate of Change with the Secretary of State of the State of Nevada to effect the Reverse Stock Split at a ratio of 1-for-8 and a simultaneous proportionate reduction in the authorized shares of each class of Common Stock. The Reverse Stock Split is expected to become effective at 12:01 a.m. Eastern Time on December 15, 2025 (the “Effective Time”).”
Valion Bio, Inc.: Filed Certificate of Designation for Series C Non-Voting Convertible Preferred Stock, effective upon filing on December 9, 2025 (effective 2025-12-09).
“On December 9, 2025, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of the Series C Non-Voting Convertible Preferred Stock (the “Certificate of Designation”) with the Secretary of State of the State of Delaware in connection with the Preferred Offering discussed above in Item 1.01. The Certificate of Designation became effective upon filing and designates 75,000 shares of the Company’s preferred stock as Series C Non-Voting Convertible Preferred Stock, par value $0.0001 per share.”
Origin Materials, Inc.: Amended and restated bylaws to change quorum requirement from majority to one-third of outstanding shares (effective 2025-12-11).
“On December 11, 2025, the board of directors of Origin Materials, Inc. (the “Company”) amended and restated the Company’s Bylaws (as amended and restated, the “Amended and Restated Bylaws”), effective immediately.”
Nuvve Holding Corp.: Filed Certificate of Amendment to effect a 1-for-40 reverse stock split of common stock (effective 2025-12-15).
“On December 11, 2025, Nuvve Holding Corp. (the “Company”) filed a Certificate of Amendment (the “Certificate of Amendment”) to the Amended and Restated Certificate of Incorporation of the Company with the Secretary of State of the State of Delaware to effect a reverse stock split of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), at a ratio of 1-for-40 (the “Reverse Stock Split”).”
VSEE HEALTH, INC.: On December 4, 2025, VSee Health, Inc. filed a Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock with the Delaware Secretary of State, designating 2,000 shares of Series B Preferred Stock with a stated value of $1,000 per share, effective Decem (effective 2025-12-05).
“On December 4, 2025, VSee Health, Inc. (the “Company”) filed a Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock (the “Series B Certificate of Designations”) with the Secretary of State of the State of Delaware, effective as of December 5, 2025, which provides for the designation of 2,000 shares of Series B Preferred Stock of the Company, par value $0.0001 per share (the “Series B Preferred Stock”), upon the terms and conditions as set forth in the Series B Certificate of Designations.”
ProCap Financial, Inc.: On December 5, 2025, in connection with the Business Combination, the Company amended and restated its certificate of incorporation (effective 2025-12-05).
“On December 5, 2025, in connection with the Closing of the Business Combination, the Company amended and restated its certificate of incorporation (as amended and restated, the “ Pubco Charter ”) and its bylaws (as amended, the “ Pubco Bylaws ”).”
ProCap Financial, Inc.: As a result of the Business Combination, the Company ceased to be a shell company upon the Closing.
“As a result of the Business Combination, the Company, as a successor of CCCM, ceased to be a shell company upon the Closing.”
ProCap Financial, Inc.: On December 5, 2025, effective as of such date, the Board adopted a code of ethics and business conduct (the “Code”) applicable to all employees, officers and directors (effective 2025-12-05).
“In connection with the Closing of the Business Combination, on December 5, 2025 and effective as of such date, the Board adopted a code of ethics and business conduct (the “ Code ”) applicable to all employees, officers and directors of the Company.”
ProCap Financial, Inc.: On December 5, 2025, in connection with the Business Combination, the Company amended and restated its bylaws (effective 2025-12-05).
“On December 5, 2025, in connection with the Closing of the Business Combination, the Company amended and restated its certificate of incorporation (as amended and restated, the “ Pubco Charter ”) and its bylaws (as amended, the “ Pubco Bylaws ”).”
Daedalus Special Acquisition Corp.: Adopted Amended and Restated Memorandum and Articles of Association in connection with the IPO (effective 2025-12-08).
“On December 8, 2025, and in connection with the IPO, the Company adopted its Amended and Restated Memorandum and Articles of Association.”
KELLANOVA: Bylaws were amended and restated.
“the Bylaws of the Company were amended and restated in their entirety and replaced with the bylaws in the form attached hereto as Exhibit 3.2 and incorporated herein by reference”
KELLANOVA: Certificate of incorporation was amended and restated.
“the Restated Certificate of Incorporation of the Company was amended and restated in its entirety and replaced with the certificate of incorporation in the form attached hereto as Exhibit 3.1 and incorporated herein by reference”
FARMERS NATIONAL BANC CORP /OH/: Amended Article IV, Section 2(f) of the Amended Code of Regulations to increase the maximum period between a record date and a meeting of the shareholders from 45 days to 60 days (effective 2025-12-11).
“On December 11, 2025, the Board of Directors of Farmers National Banc Corp. (the “Company”) approved an amendment to Article IV, Section 2(f), of the Company’s Amended Code of Regulations (the “Regulations”), to increase the maximum period between a record date and a meeting of the shareholders from 45 days to 60 days (the “Regulations Amendment”).”
HEIDRICK & STRUGGLES INTERNATIONAL INC: Amended and restated bylaws in their entirety.
“Pursuant to the Merger Agreement, effective as of the Effective Time, the amended and restated certificate of incorporation of the Company and the amended and restated bylaws of the Company as in effect immediately prior to the Merger were each further amended and restated in their entirety, as set forth in Exhibits 3.1 and 3.2, respectively, to this Current Report, which are incorporated herein by reference.”
HEIDRICK & STRUGGLES INTERNATIONAL INC: Amended and restated certificate of incorporation in its entirety.
“Pursuant to the Merger Agreement, effective as of the Effective Time, the amended and restated certificate of incorporation of the Company and the amended and restated bylaws of the Company as in effect immediately prior to the Merger were each further amended and restated in their entirety, as set forth in Exhibits 3.1 and 3.2, respectively, to this Current Report, which are incorporated herein by reference.”
SPLASH BEVERAGE GROUP, INC.: Filed Certificate of Designations for Series D Preferred Stock (effective 2025-12-09).
“On December 9, 2025, the Company filed with the Nevada Secretary of State a Certificate of Designations of 50,000 shares of Series D.”
Exodus Movement, Inc.: New Texas bylaws adopted to reflect the redomestication from Delaware to Texas (effective 2025-12-08).
“The Company also adopted new bylaws (the “ Texas Bylaws ”) to reflect the Redomestication.”
Exodus Movement, Inc.: The company redomesticated from Delaware to Texas, adopting a new Texas charter and Texas bylaws on December 8, 2025 (effective 2025-12-08).
“On November 7, 2025, stockholders owning a majority of the voting power of the outstanding shares of Class A Common Stock and Class B Common Stock entitled to vote thereon, acting together as a single class, executed and delivered to the Company a written consent in lieu of a stockholder meeting approving and adopting the redomestication of the Company from the State of Delaware to the State of Texas (the “ Redomestication ”) by means of a plan of conversion (the “ Plan of Conversion ”), as described in the Company’s definitive information statement on Schedule 14C filed with the Securities and Exchange Commission on November 17, 2025 (the “ Information Statement ”). Pursuant to the Plan of Conversion, the Company effected the Redomestication on December 8, 2025 by filing: (i) a certificate of conversion with the Secretary of State of the State of Delaware, (ii) a certificate of conversion with Texas Secretary of State and (iii) a certificate of formation with the Texas Secretary of St”
Airship AI Holdings, Inc.: Reduced quorum requirement for stockholder meetings from a majority to one-third of shares outstanding and entitled to vote (effective 2025-12-09).
“the Board of Directors (the “Board”) of Airship AI Holdings, Inc., a Delaware corporation (the “Company”), approved an amendment to the Company’s Bylaws (the “Bylaws”) to reduce the quorum requirement for stockholder meetings from a majority to one-third (1/3) of the shares of capital stock issued and outstanding and entitled to vote (the “Bylaw Amendment”)”
Apimeds Pharmaceuticals US, Inc.: Corrected a scrivener's error in the Certificate of Designation for Series A Convertible Preferred Stock, changing the designated number of shares from 7,263,865 to 7,477,017 (effective 2025-12-01).
“The Company also determined that the Certificate of Designation filed with the Secretary of State of the State of Delaware on December 1, 2025, in connection with the Merger Agreement contained a scrivener’s error regarding the number of shares of Acquiror Preferred Stock designated as “Series A Convertible Preferred Stock.” The Certificate of Designation previously stated that there were 7,263,865 shares of Acquiror Preferred Stock designated as “Series A Convertible Preferred Stock”. The correct number of shares of Acquiror Preferred Stock designated as “Series A Convertible Preferred Stock” is 7,477,017.”
YHN Acquisition I Ltd: Extended the deadline to consummate a business combination from December 19, 2025 to September 19, 2026 (effective 2025-12-08).
“the Company filed the fourth amended and restated memorandum and articles of association on December 8, 2025 (the “Charter Amendment”), giving the Company the right to extend the date by which the Company has to consummate a business combination from December 19, 2025 (the date that is 15 months from the closing date of the IPO) to September 19, 2026 (the date that is 24 months from the closing date of the IPO).”
VisionWave Holdings, Inc.: Reduced quorum for stockholder meetings from a majority to 33.3% of shares entitled to vote (effective 2025-12-08).
“the only substantive change effected by the Amended and Restated By-Laws is to reduce the quorum required for the transaction of business at stockholder meetings from a majority to 33.3% of the shares entitled to vote at such meetings”
Leapfrog Acquisition Corp: Filed amended and restated memorandum and articles of association to authorize new classes of shares (effective 2025-12-04).
“On December 4, 2025, the Company filed its amended and restated memorandum and articles of association (the “Amended Articles”) with the Registrar of Companies in the Cayman Islands. Among other things, the Amended Articles authorize the issuance of up to (i) 200,000,000 Class A Ordinary Shares, (ii) 20,000,000 Class B ordinary shares, par value $0.0001 per share, and (iii) 1,000,000 preference shares, par value $0.0001 per share.”
ODP Corp: Bylaws amended and restated in connection with merger closing.
“ODP’s bylaws were amended and restated in their entirety (the “Amended and Restated Bylaws”)”
ODP Corp: Certificate of incorporation amended and restated in connection with merger closing.
“ODP’s certificate of incorporation was amended and restated in its entirety (the “Amended and Restated Certificate of Incorporation”)”
QUALCOMM INC/DE: Amended and Restated Bylaws to enable stockholders with at least 25% net long ownership to call a special meeting, with additional clarifying and technical changes (effective 2025-12-09).
“On December 9, 2025, the Board of Directors of QUALCOMM Incorporated (the “Company”) approved the Amended and Restated Bylaws of the Company (the “Amended and Restated Bylaws”), which became effective the same day.”
CITIGROUP INC: Established a new series of preferred stock, Series HH, amending the Restated Certificate of Incorporation (effective 2025-12-09).
“On December 9, 2025, Citigroup Inc. filed a Certificate of Designations with the Secretary of State of the State of Delaware, establishing the designations, preferences, powers and rights of the shares of a new series of Citigroup preferred stock, 6.625% Fixed Rate Reset Noncumulative Preferred Stock, Series HH. The Certificate of Designations amended Citigroup’s Restated Certificate of Incorporation, as amended, and was effective immediately on filing.”
Pursuit Attractions & Hospitality, Inc.: Amended and restated bylaws adopted effective December 4, 2025, with changes to meeting procedures, stockholder nominations, exclusive forum provisions, and other updates (effective 2025-12-04).
“On December 4, 2025, the Board approved and adopted amended and restated bylaws (the “ Restated Bylaws ”) of the Company, effective immediately.”
PENN Entertainment, Inc.: Amended bylaws to incorporate a condition from the Colorado Limited Gaming Control Commission that restricts investors from acquiring control or influence without Commission suitability determination, affecting director nominations and shareholder proposals (effective 2025-12-09).
“the Board of Directors (the “Board”) of the Company on December 9, 2025 approved and adopted, effective as of that date, certain amendments to the Company’s Fifth Amended and Restated Bylaws, as incorporated in the Company’s Sixth Amended and Restated Bylaws (the “Sixth A&R Bylaws”), which reflect this condition with respect to the nomination of directors and shareholder proposals.”
PROS Holdings, Inc.: Bylaws amended and restated in their entirety upon Merger effective time.
“Pursuant to the Merger Agreement, at the Effective Time, the Company’s certificate of incorporation and bylaws were amended and restated in their entirety.”
PROS Holdings, Inc.: Certificate of incorporation amended and restated in its entirety upon Merger effective time.
“Pursuant to the Merger Agreement, at the Effective Time, the Company’s certificate of incorporation and bylaws were amended and restated in their entirety.”
Adverum Biotechnologies, Inc.: Bylaws amended and restated in their entirety.
“Pursuant to the terms of the Merger Agreement, at the Effective Time, the Company’s certificate of incorporation and bylaws were each amended and restated in their entirety.”
Adverum Biotechnologies, Inc.: Certificate of incorporation amended and restated in its entirety.
“Pursuant to the terms of the Merger Agreement, at the Effective Time, the Company’s certificate of incorporation and bylaws were each amended and restated in their entirety.”
Akero Therapeutics, Inc.: Bylaws were amended and restated in their entirety to conform to the bylaws of Merger Sub.
“the Company’s bylaws, as in effect immediately prior to the Effective Time, were amended and restated in their entirety to conform to the bylaws of Merger Sub”
Akero Therapeutics, Inc.: Certificate of incorporation was amended and restated in its entirety.
“the Company’s certificate of incorporation, as in effect immediately prior to the Effective Time, was amended and restated in its entirety to be in the form of Annex II to the Merger Agreement”
Damora Therapeutics, Inc.: Corrected authorized shares of Series C Preferred Stock from 43,855 to 43,882 (effective 2025-12-05).
“On December 5, 2025, the Company filed with the Delaware Secretary of State a Certificate of Correction (the “Certificate of Correction”) to the Certificate of Designation of Series C Preferred Stock to correct an inadvertent error in the number of shares of Series C Non-Voting Convertible Preferred Stock, par value $0.00001 per share (the “Series C Preferred Stock”), that the Company is authorized to issue by modifying Section 2 of the Certificate of Designation of Series C Preferred Stock to correctly state that the number of authorized shares of Series C Preferred Stock is 43,882 shares instead of 43,855 shares.”
Klaviyo, Inc.: Amended and restated bylaws to allow up to two Chief Executive Officers (effective 2025-12-08).
“On December 8, 2025, the Board approved an amendment and restatement of the Company’s Amended and Restated Bylaws (the “Second Amended and Restated Bylaws”) to allow for up to two Chief Executive Officers under Article III of the Second Amended and Restated Bylaws.”
Nauticus Robotics, Inc.: Filed Certificate of Designation for Series C Convertible Preferred Stock to create a new series of preferred stock in connection with exchange agreements with institutional investors (effective 2025-12-03).
“On December 3, 2025, the Company filed a certificate of designations with respect to the Series C Preferred Stock with the Secretary of State of the State of Delaware, and the Company and three (3) institutional investors closed the Exchange.”
Strive, Inc.: Filed Certificate of Amendment to Certificate of Designation to increase authorized SATA Stock shares to 20,000,000 (effective 2025-12-09).
“On December 9, 2025, the Company filed a Certificate of Amendment to the Certificate of Designation relating to the SATA Stock (the "Certificate of Amendment") to certify the authorization to increase the number of authorized shares of its SATA Stock to 20,000,000 shares.”
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.