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
BPAC Blueport Acquisition Ltd

Blueport Acquisition Ltd: Adoption of Amended and Restated Memorandum and Articles of Association in connection with the IPO.

“In connection with the IPO, the Company adopted its Amended and Restated Memorandum and Articles of Association.”
EVOX Evolution Global Acquisition Corp

Evolution Global Acquisition Corp: Adopted Amended and Restated Memorandum and Articles of Association in connection with IPO (effective 2025-11-10).

“On November 10, 2025, in connection with the IPO, the Company adopted its Amended and Restated Memorandum and Articles of Association.”
UNH UNITEDHEALTH GROUP INC

UNITEDHEALTH GROUP INC: Amendment to Bylaws to change registered office and registered agent in Delaware (effective 2025-11-06).

“The sole purpose of the amendment is to reflect changes to the Company’s registered office and registered agent in the State of Delaware.”
RGPX REGENEREX PHARMA, INC.

REGENEREX PHARMA, INC.: Changed fiscal year end from March 31 to December 31 (effective 2025-09-22).

“the Board of Directors (the “Board”) of Regenerex Pharma, Inc. (the “Company”) approved a change to the Company’s fiscal year end from March 31 to December 31”
GROO GROOVY COMPANY, INC.

GROOVY COMPANY, INC.: Amended Article III (Stock of Corporation) of the bylaws in response to changes under Wyoming law (effective 2025-10-01).

“On October 1, 2025, in response to recent changes under Wyoming law, the Board of Directors of Groovy Company, Inc. (the “Company”) approved an amendment to the articles of incorporation and restatement (collectively, the “Amendment”) of the Company's bylaws, effective as of the same date. The Amendment modified certain of the provisions of Article III (Stock of Corporation).”
NXT Nextpower Inc.

Nextpower Inc.: Amended and restated bylaws to reflect the corporate name change to Nextpower Inc (effective 2025-11-12).

“The Company also amended and restated its bylaws on November 12, 2025 to reflect the Name Change.”
NXT Nextpower Inc.

Nextpower Inc.: Changed corporate name from Nextracker Inc. to Nextpower Inc. via an amended and restated certificate of incorporation (effective 2025-11-12).

“On November 12, 2025, Nextracker Inc. (the “ Company ”) changed its corporate name to Nextpower Inc., pursuant to an amended and restated certificate of incorporation (the “ Certificate of Amendment ”) filed with the Delaware Secretary of State on November 12, 2025 (the “ Name Change ”).”
ANSC Agriculture & Natural Solutions Acquisition Corp

Agriculture & Natural Solutions Acquisition Corp: Amended and restated the memorandum and articles of association to extend the business combination deadline from November 13, 2025 to up to November 13, 2026, and to make certain non-substantive changes (effective 2025-11-11).

“As approved by the Company’s shareholders at the extraordinary general meeting held on November 10, 2025 (the “Meeting”), the Company filed its Amended Articles with the Registrar of Companies in the Cayman Islands on November 11, 2025 in order to implement the Extension Amendment Proposal (as defined below).”
NCIQ Hashdex Nasdaq CME Crypto Index ETF

Hashdex Nasdaq CME Crypto Index ETF: Fourth Amended and Restated Trust Agreement to allow for in-kind creation and redemption transactions (effective 2025-11-12).

“The Trust Agreement made changes to the Third Amended and Restated Trust Agreement to reflect necessary changes in order to allow for in-kind creation and redemption transactions.”
CRAC Crown Reserve Acquisition Corp. I

Crown Reserve Acquisition Corp. I: Adopted Fourth Amended and Restated Memorandum and Articles of Association upon effectiveness of registration statement for initial public offering (effective 2025-09-26).

“On September 26, 2025, upon the effectiveness of its registration statement on Form S-1 (File No. 333-287674) in connection with its initial public offering, the Company adopted its Fourth Amended and Restated Memorandum and Articles of Association, which had been conditionally approved by special resolution of the shareholders on September 25, 2025”
LXP LXP Industrial Trust

LXP Industrial Trust: Amended declaration of trust to effect a 1-for-5 reverse stock split of common shares (effective 2025-11-10).

“Effective as of 5:00 p.m. ET on November 10, 2025 (the "Effective Time"), the Trust amended its Amended and Restated Declaration of Trust pursuant to an Articles of Amendment to the Trust’s Amended and Restated Declaration of Trust (the “Articles of Amendment”) filed with the State Department of Assessments and Taxation of Maryland.”
IMMR IMMERSION CORP

IMMERSION CORP: Filed Certificate of Designation establishing Series C Junior Participating Preferred Stock (effective 2025-11-07).

“In connection with the adoption of the Rights Agreement referenced in Item 3.03 above, the Board approved the Certificate of Designation establishing the Preferred Shares and the rights, preferences and privileges thereof. The Certificate of Designation was filed with the Secretary of State of the State of Delaware on November 7, 2025.”
PPCB Propanc Biopharma, Inc.

Propanc Biopharma, Inc.: Filed Certificate of Designation creating Series C Preferred Stock as an amendment to the Certificate of Incorporation (effective 2025-11-04).

“On November 4, 2025, the Company amended its Certificate of Incorporation and filed a Certificate of Designation with the Delaware Secretary of State that authorized the issuance of up to 9,900 shares of a new series of preferred stock, par value $0.01 per share, designated as “Series C Preferred Stock” for which the Board established the rights, preferences and limitations thereof.”
PINE Alpine Income Property Trust, Inc.

Alpine Income Property Trust, Inc.: Classified and designated 2,300,000 shares of Series A Preferred Stock via Articles Supplementary (effective 2025-11-10).

“On November 10, 2025, the Company filed the Articles Supplementary with the SDAT designating the powers, preferences and privileges of the Series A Preferred Stock.”
DMRA Damora Therapeutics, Inc.

Damora Therapeutics, Inc.: Filed Certificates of Designation for Series B and Series C Preferred Stock, creating new stock series with specific rights and limitations (effective 2025-11-07).

“On November 7, 2025, the Company filed with the Secretary of State of the State of Delaware a Certificate of Designation of Preferences, Rights and Limitations of the Series B Preferred Stock (the “Certificate of Designation of Series B Preferred Stock”) and a Certificate of Designation of Preferences, Rights and Limitations of the Series C Preferred Stock (the “Certificate of Designation of Series C Preferred Stock,” and together with the Certificate of Designation of Series B Preferred Stock, the “Certificates of Designation”) in connection with the Merger and the Financing referenced in Item 1.01 above.”
SHFS SHF Holdings, Inc.

SHF Holdings, Inc.: Increased authorized shares of common stock from 130,000,000 to 1,000,000,000 (effective 2025-11-06).

“On November 6, 2025, at the Special Meeting (as defined below), the stockholders of SHF Holdings, Inc. (the “Company”) approved an amendment (the “Authorized Shares Amendment”) to the Company’s Certificate of Incorporation (as amended and/or restated to date, the “Certificate of Incorporation”) to increase the number of authorized shares of the Company’s common stock from 130,000,000 to 1,000,000,000 (the “Authorized Shares Amendment Proposal”).”
SLVM Sylvamo Corp

Sylvamo Corp: Filed a Certificate of Designations designating Series B Preferred Stock in connection with the adoption of a Rights Agreement (effective 2025-11-10).

“Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. In connection with the adoption of the Rights Agreement, on November 10, 2025, the Company filed a Certificate of Designations designating Series B Preferred Stock with the Delaware Secretary of State.”
ASST Strive, Inc.

Strive, Inc.: Filed Certificate of Designation establishing terms of SATA Stock, effective November 10, 2025 (effective 2025-11-10).

“Strive filed a Certificate of Designation (the “Certificate of Designation”) with the Nevada Secretary of State (which became effective on November 10, 2025) designating 2,000,000 shares, and establishing the terms, of the SATA Stock.”
BLLN BillionToOne, Inc.

BillionToOne, Inc.: Amended and restated bylaws became effective upon IPO closing (effective 2025-11-07).

“and its amended and restated bylaws (the “Bylaws”) became effective, in connection with the closing of the initial public offering”
BLLN BillionToOne, Inc.

BillionToOne, Inc.: Amended and restated certificate of incorporation became effective upon IPO closing (effective 2025-11-07).

“On November 7, 2025, BillionToOne, Inc. (the “Company”) filed its amended and restated certificate of incorporation (the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware”
SLNH Soluna Holdings, Inc

Soluna Holdings, Inc: Amendment to Articles of Incorporation to increase authorized common shares from 75,000,000 to 375,000,000 (effective 2025-11-07).

“As described under the Proposal to Increase Authorized Shares in Item 5.07 of this Current Report on Form 8-K, on November 7, 2025, Soluna Holdings, Inc. (the “Company”) held a Special Meeting of Stockholders (the “Special Meeting”) at which, among other matters of business acted upon, the Company’s stockholders approved an amendment to the Company’s Articles of Incorporation, as amended (the “Articles”), to increase the Company’s authorized shares of common stock, par value $0.001 per share (the “Common Stock”), from 75,000,000 shares to 375,000,000 shares (the “Certificate of Amendment”).”
UAVS AgEagle Aerial Systems Inc.

AgEagle Aerial Systems Inc.: Filed Certificate of Designation for Series G Preferred Stock, effective upon filing (effective 2025-11-07).

“On November 7, 2025, the Company filed the Certificate of Designation with the Secretary of State of the State of Nevada in connection with the Purchase Agreement referenced in Item 1.01 above, which became effective upon filing.”
OSG OCTAVE SPECIALTY GROUP INC

OCTAVE SPECIALTY GROUP INC: Amended and restated bylaws to reflect the company name change (effective 2025-11-10).

“In connection with the Name Change, the bylaws of the Company were amended and restated in their entirety to reflect the Name Change.”
OSG OCTAVE SPECIALTY GROUP INC

OCTAVE SPECIALTY GROUP INC: Amended certificate of incorporation to change company name to 'Octave Specialty Group, Inc.' (effective 2025-11-10).

“On November 10, 2025, the Company filed with the Secretary of State of the State of Delaware a certificate of amendment to its certificate of incorporation, changing the Company’s name to “Octave Specialty Group, Inc.” (the “Name Change”).”
MNRO MONRO, INC.

MONRO, INC.: Certificate of Amendment to the Certificate of Incorporation filed in connection with the Rights Agreement (effective 2025-11-10).

“the Board approved a Certificate of Amendment to the Certificate of Incorporation of the Company (the “ Certificate of Amendment ”). The Certificate of Amendment was filed with the Department of State of the State of New York and became effective on November 10, 2025.”
Keenova Therapeutics plc

Keenova Therapeutics plc: Company changed fiscal year end from a 52-53 week year ending on the last Friday of December to a calendar year ending on December 31 (effective 2025-11-07).

“On November 7, 2025, Mallinckrodt plc (the “Company”) determined to change the Company’s fiscal year end from a 52-53 week year ending on the last Friday of December to a calendar year ending on December 31.”
JRVR James River Group Holdings, Inc.

James River Group Holdings, Inc.: Adopted new by-laws in connection with domestication from Bermuda to Delaware (effective 2025-11-07).

“The new certificate of incorporation and by-laws were effective as of November 7, 2025.”
JRVR James River Group Holdings, Inc.

James River Group Holdings, Inc.: Adopted a new certificate of incorporation in connection with domestication from Bermuda to Delaware (effective 2025-11-07).

“In connection with the Domestication, we adopted a new certificate of incorporation and by-laws, and the rights of holders of the Common Stock are now governed by such documents and the DGCL.”
BNKK BONK, INC.

BONK, INC.: Increased authorized shares of common stock from 250,000,000 to 1,000,000,000 (effective 2025-11-04).

“On November 4, 2025, the Company filed the Amendment with the Secretary of State of the State of Delaware, which became effective when filed on November 4, 2025.”
MCAG Mountain Crest Acquisition Corp. V

Mountain Crest Acquisition Corp. V: Amended charter to extend Business Combination Period to November 16, 2026 (effective 2025-11-05).

“As approved by its stockholders at the annual meeting of stockholders held on November 4, 2025 (the “Annual Meeting”), Mountain Crest Acquisition Corp. V (the “Company”), through amendment number 5 (“Amendment No. 5”), amended its Amended and Restated Certificate of Incorporation (the “Charter”), to (a) modify the terms and extend the date (the “Business Combination Period”) by which the Company has to consummate an initial business combination to November 16, 2026, by revising paragraph E of Article Sixth of the Charter. Amendment No. 5 was filed with the Delaware Secretary of State on November 5, 2025.”
EVMN Evommune, Inc.

Evommune, Inc.: Amended and restated bylaws adopted in connection with IPO (effective 2025-11-07).

“Effective as of November 7, 2025, the Company adopted amended and restated bylaws (the “Restated Bylaws”) in connection with the closing of the IPO.”
EVMN Evommune, Inc.

Evommune, Inc.: Amended and restated certificate of incorporation filed in connection with IPO (effective 2025-11-07).

“the Company filed an amended and restated certificate of incorporation (the “Restated Certificate”) with the Secretary of State of the State of Delaware. The Company’s board of directors (the “Board”) and stockholders previously approved the Restated Certificate to be effective as of immediately prior to the closing of the IPO.”
WEN Wendy's Co

Wendy's Co: Amended By-Laws to update procedures for stockholder action by written consent, eliminate stockholder list examination requirement, make Senior Vice Chair and Vice Chair roles optional, and make technical changes (effective 2025-11-05).

“On November 5, 2025, the Board of Directors (the “Board”) of the Company, upon the recommendation of the Board’s Nominating and Governance Committee, approved and adopted amendments to the Company’s By-Laws”
KLAC KLA CORP

KLA CORP: Amended bylaws to update shareholder nomination procedures, modernize governance practices, and make technical clarifications (effective 2025-11-06).

“On November 6, 2025, the Board of Directors (the “Board”) of KLA Corporation (the “Company”) approved and adopted amendments to the existing By-laws of the Company (as so amended, the “By-laws”).”
MRC GLOBAL INC.

MRC GLOBAL INC.: Upon merger consummation, Merger Sub's certificate of incorporation and bylaws became those of MRC Global (effective 2025-11-06).

“on November 6, 2025, the certificate of incorporation and bylaws of Merger Sub as in effect immediately prior to the Effective Time, as set forth on Exhibits 3.1 and 3.2 of this Current Report, became the certificate of incorporation and bylaws of MRC Global.”
GPRO GoPro, Inc.

GoPro, Inc.: Board waived provisions of Code of Conduct, Code of Ethics, and Insider Trading Policy to allow Purchaser's stock purchase without a 10b5-1 plan.

“The Board of Directors (the “Board”) of the Company approved the entrance into the Subscription Agreement, including waiving any provision of the Code of Conduct or the Company’s Code of Conduct and Ethics or Insider Trading Policy (the “Trading Policy” and together, the “Policies”) to the extent the Purchaser’s purchase of Class A Common Stock of the Company in connection with the Subscription Agreement violated the Policies, including certain provisions of the Policies that require directors, officers, employees, agent, contractor, and consultants of the Company to only buy or sell the Company’s securities pursuant to a 10b5-1 plan.”
BETA BETA Technologies, Inc.

BETA Technologies, Inc.: Second amended and restated bylaws adopted effective upon IPO consummation (effective 2025-10-15).

“the Board approved the filing of the Company’s sixth amended and restated certificate of incorporation (the “Amended Charter”) with the Secretary of State of the State of Delaware and the adoption of the second amended and restated bylaws (the “Amended Bylaws”).”
BETA BETA Technologies, Inc.

BETA Technologies, Inc.: Sixth amended and restated certificate of incorporation filed and effective upon filing (effective 2025-11-03).

“On November 3, 2025, the Company filed the Amended Charter with the Secretary of State of the State of Delaware, which became effective upon filing.”
MEHA Functional Brands Inc.

Functional Brands Inc.: Filed Certificates of Designations for Series A and B Preferred Stock (effective 2025-10-09).

“On October 9, 2025, the Company filed Certificates of Designations, Preferences and Rights for the purpose of designating and establishing the Company’s Series A Preferred and the Series B Preferred.”
ZPTA Zapata Quantum, Inc.

Zapata Quantum, Inc.: Increased authorized shares of Series C Convertible Preferred Stock from 15,000 to 23,000 (effective 2025-11-04).

“On November 4, 2025, the Company filed the Certificate of Amendment to the Certificate of Designations (the “Certificate of Amendment”) of the Series C Convertible Preferred Stock (the “Series C”) with the Delaware Secretary of State to increase the number of authorized and designated shares of Series C from 15,000 shares to 23,000 shares.”
Integral Acquisition Corp 1

Integral Acquisition Corp 1: Amendment to extend the date to consummate a business combination from November 5, 2025 to November 5, 2026 (effective 2025-11-03).

“the Fourth Extension Amendment took effect upon the filing of the Fourth Extension Amendment with the Secretary of State of the State of Delaware on November 3, 2025.”
XZO Exzeo Group, Inc.

Exzeo Group, Inc.: Company adopted Amended and Restated Bylaws (effective 2025-11-06).

“On November 6, 2025, the Company’s Amended and Restated Bylaws (the “Amended Bylaws”) became effective in connection with the closing of the Public Offering.”
XZO Exzeo Group, Inc.

Exzeo Group, Inc.: Company filed Fourth Amended and Restated Articles of Incorporation (effective 2025-11-06).

“On November 4, 2025, the Company filed the Fourth Amended and Restated Articles of Incorporation of the company (the “Amended Articles”) with the Secretary of State of the State of Florida in connection with the closing of the Public Offering. The Amended Articles became effective at 12:01 a.m., Eastern Time, on November 6, 2025.”
Yotta Acquisition Corp

Yotta Acquisition Corp: Approved an amendment to the Amended and Restated Certificate of Incorporation to extend the business combination deadline from October 22, 2025 to April 22, 2027 (effective 2025-10-22).

“The Company’s stockholders approved the amendment (the “Extension Amendment”) to the Company’s Amended and Restated Certificate of Incorporation to extend the date by which the Company has to consummate a business combination from October 22, 2025 to April 22, 2027 (the “Extended Termination Date”), without any additional deposits into the trust account, based upon the voting results set forth below.”
WSTN Westin Acquisition Corp

Westin Acquisition Corp: Adopted Amended and Restated Memorandum and Articles of Association (effective 2025-10-29).

“Item 5.03 Amendments to Articles of Incorporation or Bylaws. On October 29, 2025, upon the effectiveness of its registration statement on Form S-1 (File No. 333-288889) in connection with its initial public offering, the Company adopted its Amended and Restated Memorandum and Articles of Association, which had been conditionally approved by special resolution of the shareholders on October 6, 2025.”
Macquarie Infrastructure Fund, L.P.

Macquarie Infrastructure Fund, L.P.: Adoption of the Second Amended and Restated Limited Partnership Agreement, which restates the governance structure, including management by the General Partner, board composition, independent director approvals, indemnification, fees, and redemption program (effective 2025-10-31).

“On October 31, 2025, the Fund entered into a Second Amended and Restated Limited Partnership Agreement (the “Fund LPA”), by and among the initial limited partner, the General Partner, and each of the Fund’s limited partners.”
LRCX LAM RESEARCH CORP

LAM RESEARCH CORP: Amendment to Restated Certificate of Incorporation to limit liability of certain officers as permitted by Delaware law (effective 2025-11-04).

“At the Annual Meeting, the Company’s stockholders approved an amendment (the “Amendment”) to the Company’s existing Restated Certificate of Incorporation, as amended (as amended, the “Certificate of Incorporation”).”
CNL Healthcare Properties, Inc.

CNL Healthcare Properties, Inc.: Amended bylaws to designate Circuit Court for Baltimore City, Maryland as exclusive forum for internal corporate claims and certain other actions (effective 2025-11-04).

“On November 4, 2025, the Board approved an amendment to the Company’s Third Amended and Restated Bylaws (the “Bylaws”, and such amendment, the “Bylaw Amendment”), which Bylaw Amendment became effective immediately.”
SFCX SUPA Consolidated Inc.

SUPA Consolidated Inc.: Company changed its name from Tribal Rides International Corp. to SUPA Consolidated Inc (effective 2025-10-09).

“The name of the corporation is: SUPA Consolidated Inc. A Certificate of Amendment was filed with the Nevada Secretary of State on October 9, 2025. On October 21, 2025, the state of Nevada approved the name change.”
WRAP WRAP TECHNOLOGIES, INC.

WRAP TECHNOLOGIES, INC.: Amended bylaws to change stockholder vote requirement for matters other than election of directors to majority of votes cast (excluding abstentions and broker non-votes), with corresponding change for class votes (effective 2025-11-05).

“The board of directors of Wrap Technologies, Inc. (the “Company”) approved the second amendment (the “Second Amendment”) to the amended and restated bylaws of the Company (as amended, the “Bylaws”), effective as of November 5, 2025. The Second Amendment amends and restates Article II, Section 11 of the Bylaws in its entirety (i) to establish the required stockholder vote in all matters other than the election of directors as the affirmative vote of a majority of the votes cast by the stockholders present in person or represented by proxy at the meeting and entitled to vote on the subject matter, voting affirmatively or negatively (excluding abstentions and broker non-votes), and (ii) to make a corresponding change to the vote required for class votes.”

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.