Charter, bylaw, and control-related changes under 8-K Items 5.03/5.05/5.06.
GigCapital8 Corp.: Adopted First Amended and Restated Memorandum and Articles of Association in connection with IPO (effective 2025-10-03).
“On October 3, 2025, in connection with the IPO, the Company adopted its First Amended and Restated Memorandum and Articles of Association (the “ Amended and Restated Articles ”), effective the same day.”
LIVEPERSON INC: Amendment to certificate of incorporation to effect a 1-for-15 reverse stock split and corresponding reduction in authorized shares of common stock from 300,000,000 to 20,000,000 (effective 2025-10-13).
“On October 13, 2025, the Company plans to file a Certificate of Amendment No. 3 to the Company’s certificate of incorporation (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware, as a result of which the Reverse Stock Split and the Authorized Share Reduction are expected to be effected prior to market open on October 13, 2025 (the “Effective Time”).”
FG Nexus Inc.: Increased authorized common stock from 1,000,000,000 to 900,000,000,000 shares and preferred stock from 500,000,000 to 100,000,000,000 shares; added exclusive forum and jury waiver provisions; clarified no stockholder consent required for name change; opted out of Nevada interested stockholder and c (effective 2025-10-07).
“The Charter Amendment was filed with and declared effective by the Secretary of State of the State of Nevada, on October 7, 2025.”
FORUM MARKETS Inc: Increased authorized shares of common stock from 1,000,000,000 to 5,000,000,000 via Certificate of Amendment to Second Amended and Restated Certificate of Incorporation (effective 2025-10-08).
“On October 8, 2025, we filed a Certificate of Amendment to our Second Amended and Restated Certificate of Incorporation, as amended (the “ Certificate of Amendment ”) with the Secretary of State of the State of Delaware to increase the Company’s authorized number of shares of common stock, par value $0.0001 per share from one billion (1,000,000,000) shares to five billion (5,000,000,000) shares, which became effective when filed on October 8, 2025.”
Corvex, Inc.: Filed amendment to Certificate of Incorporation to effect a 1-for-10 reverse stock split as approved by stockholders and board (effective 2025-10-10).
“On October 8, 2025, Company filed with the Secretary of State of the State of Delaware an amendment to the Certificate of Incorporation to effect the Reverse Stock Split (the “Amendment”), to be effective at 12:01 a.m. Eastern Time on October 10, 2025.”
Transcode Therapeutics, Inc.: Filed Certificate of Designation for Series A and Series B Preferred Stock, establishing their rights, preferences, and limitations (effective 2025-10-08).
“On October 8, 2025, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of Series A Preferred Stock and Series B Preferred Stock (the “Certificate of Designation”) with the Secretary of State of the State of Delaware in connection with the Acquisition and the Investment referenced in Item 1.01 above.”
Profusa, Inc.: Amended Bylaws to reduce the quorum requirement for stockholder meetings from a majority to 33 1/3% of voting power (effective 2025-10-07).
“the Board of Directors of Profusa, Inc. (the “Company”) adopted resolutions to amend the Company’s Bylaws to provide that the holders of 33 and 1/3% of the voting power of the stock issued and outstanding and entitled to vote, present in person or represented by proxy, will constitute a quorum at all meetings of the stockholders for the transaction of business; and where a separate vote by a class or series or classes or series is required, the holders of 33 1/3% of the voting power of the issued and outstanding shares of such class or series or classes or series, present in person or represented by proxy, shall constitute a quorum entitled to take action with respect to that vote on that matter.”
Nature's Miracle Holding Inc.: The company issued Series B and Series C Preferred Stock, filing related Certificates of Designations and an amendment to the Series B designation to increase authorized shares from 2,500 to 5,000 (effective 2025-09-30).
“On September 30, 2025, pursuant to the Purchase Agreement, the Company filed (i) the Certificate of Designations for the Series B Preferred Stock and (ii) the Certificate of Designations for the Series C Preferred Stock, with the Secretary of State of the State of Delaware for the purpose of establishing and designating the Series B Preferred Stock and Series C Preferred Stock.”
21Shares Ethereum ETF: Amended Trust Agreement to allow staking of ether (effective 2025-10-08).
“On October 8, 2025, the Sponsor and CSC Delaware Trust Company, the Trustee of the Trust, entered into a Third Amended and Restated Trust Agreement (the “Trust Agreement”) to allow for staking of the Trust’s ether.”
LIVEPERSON INC: Increase in authorized shares of common stock from 200 million to 300 million (effective 2025-10-03).
“The Stock Increase Charter Amendment became effective upon its filing with the Secretary of State of the State of Delaware on October 3, 2025.”
JLL Income Property Trust, Inc.: Filed Articles of Amendment to rename Class D common stock to Class N common stock and increase authorized shares to 2,050,000,000 total and 2,000,000,000 common shares; filed Articles Supplementary to designate 250,000,000 shares each for new Class S, Class D, Class Z, and Class I common stock (effective 2025-10-02).
“On October 2, 2025, the Company filed Articles of Amendment (the "Articles of Amendment") to its charter with the Maryland State Department of Assessments and Taxation ("SDAT") to (i) rename the Company's Class D common stock to Class N common stock; and (ii) increase the total number of the Company's authorized shares of capital stock to 2,050,000,000 and the number of the Company's authorized shares of common stock, $0.01 par value per share, to 2,000,000,000.”
RYVYL Inc.: Filed Certificate of Designation for Series C Convertible Preferred Stock, designating 50,000 shares (effective 2025-10-07).
“Pursuant to the terms of the Purchase Agreement, on October 7, 2025, the Company filed the Certificate of Designation with the Secretary of State of the State of Nevada, designating 50,000 shares of the Company’s preferred stock as Series C Preferred Stock, $0.001 par value per share.”
scPharmaceuticals Inc.: Amended and restated bylaws amended and restated in entirety (effective 2025-10-07).
“on October 7, 2025, the Company’s second amended and restated certificate of incorporation and amended and restated bylaws were each amended and restated in their entirety”
scPharmaceuticals Inc.: Second amended and restated certificate of incorporation amended and restated in entirety (effective 2025-10-07).
“on October 7, 2025, the Company’s second amended and restated certificate of incorporation and amended and restated bylaws were each amended and restated in their entirety”
Limitless X Holdings Inc.: Second Amended and Restated Certificate of Designation of Class C Convertible Preferred Stock filed, changing liquidation preference and removing conversion rights in connection with a Liquidation Event (effective 2025-09-30).
“Effective as of September 30, 2025, the Company filed a Second Amended and Restated Certificate of Designation of the Class C Convertible Preferred Stock (the “Second Amended Certificate”) with the Delaware Secretary of State and in accordance with the Delaware General Corporation Law.”
Northann Corp.: Certificate of Amendment to Articles of Incorporation effecting a 1-for-8 reverse stock split (effective 2025-10-07).
“On October 3, 2025, Northann Corp. (the “Company”) filed a Certificate of Amendment to its Articles of Incorporation, as amended to date, and a Certificate of Amendment to Designation, with the Nevada Secretary of State as corrected on October 7, 2025, effecting a 1-for-8 reverse stock split (the “Reverse Stock Split”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”) and the Company’s series A preferred stock, par value $0.001 per share (the “Preferred Stock”).”
TIC Solutions, Inc.: Company changed its name from Acuren Corporation to TIC Solutions, Inc. via Certificate of Amendment to Certificate of Incorporation, effective October 10, 2025 (effective 2025-10-10).
“On October 7, 2025, the Company filed a Certificate of Amendment to its Certificate of Incorporation (the “ Certificate of Amendment ”) with the Secretary of State of the State of Delaware to change its name from Acuren Corporation to TIC Solutions, Inc., effective at 5:00 p.m. Eastern Time on October 10, 2025.”
Neptune Insurance Holdings Inc.: Second amended and restated bylaws became effective in connection with IPO closing (effective 2025-10-02).
“On October 2, 2025, Neptune Insurance Holdings Inc. (the “Company”) filed its second amended and restated certificate of incorporation (the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware, and its second amended and restated bylaws (the “Bylaws”) became effective”
Neptune Insurance Holdings Inc.: Second amended and restated certificate of incorporation became effective in connection with IPO closing (effective 2025-10-02).
“On October 2, 2025, Neptune Insurance Holdings Inc. (the “Company”) filed its second amended and restated certificate of incorporation (the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware, and its second amended and restated bylaws (the “Bylaws”) became effective”
Range Capital Acquisition Corp II: Amended and restated memorandum and articles of association to authorize issuance of Class A, Class B, and preference shares (effective 2025-10-02).
“On October 2, 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) 490,000,000 Class A Ordinary Shares, (ii) 10,000,000 Class B ordinary shares, par value $0.0001 per share, and (iii) 100,000,000 preference shares, par value $0.0001 per share.”
HEIDRICK & STRUGGLES INTERNATIONAL INC: Amended Bylaws to add Article XI designating exclusive forum for certain legal actions: Court of Chancery for internal corporate claims and federal courts for Securities Act claims.
“The Bylaws Amendment adds a new Article XI, which provides that, unless the Company otherwise consents to an alternative forum in writing, (i) the Court of Chancery of the State of Delaware is designated as the sole and exclusive forum for certain specified legal actions involving the Company and (ii) the federal district courts of the United States of America, to the fullest extent permitted by law, are designated as the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended (the “ Securities Act ”).”
Scienture Holdings, Inc.: Amended Section 2.8 of the Bylaws to change stockholder meeting quorum requirement from a majority to one-third of voting stock (effective 2025-10-01).
“On October 1, 2025, the board of directors of Scienture Holdings, Inc. (the “ Company ”) voted to amend Section 2.8 the Company’s Amended and Restated Bylaws (the “ Bylaws ”) to change the requirements for quorum at a meeting of the stockholders of the Company from a majority of voting stock to one-third of the voting stock (the “ Amendment ”).”
SUI Group Holdings Ltd.: Increased authorized shares from 111,111,111 to 2,000,000,000 (effective 2025-09-30).
“On September 30, 2025, Sui Group Holdings Limited (the “Company”) filed an amendment to its Amended and Restated Articles of Incorporation, as amended, to increase the total number of shares of capital stock authorized for issuance thereunder from 111,111,111 to 2,000,000,000.”
GridAI Technologies Corp.: Filed Certificate of Designation creating Series H Preferred Stock (effective 2025-10-01).
“On October 1, 2025, the Company filed the Certificate of Designation with the Secretary of State of the State of Delaware.”
cbdMD, Inc.: The Company filed a Certificate of Amendment to the Certificate of Incorporation designating 1,700,000 shares of authorized preferred stock as Series B Convertible Preferred Stock (effective 2025-09-29).
“On September 29, 2025, the Company filed a Certificate of Amendment to the Certificate of Incorporation (the “Certificate of Designation”) designating 1,700,000 shares of the Company’s authorized preferred stock as Series B Convertible Preferred Stock, par value $0.001 per share.”
AIRWA INC.: Amended certificate of incorporation to change company name from Connexa Sports Technologies Inc. to AiRWA Inc (effective 2025-09-30).
“On September 30, 2025, to effectuate the Name Change, the Company filed a Certificate of Amendment (the “ Charter Amendment ”) to the Certificate of Incorporation of the Company, as amended, with the Secretary of State of the State of Delaware.”
Strategic Storage Trust VI, Inc.: Filed Articles Supplementary to designate Series E Preferred Stock preferences, restrictions, and terms (effective 2025-09-30).
“On September 30, 2025, the Company filed the Articles Supplementary with the State Department of Assessments and Taxation of Maryland setting forth the preferences, restrictions, limitations as to dividends and other distributions, qualifications, and terms and conditions of redemption and repurchase of the Series E Preferred Stock.”
Alternus Clean Energy, Inc.: The Company filed a Certificate of Designation establishing Series B Convertible Preferred Stock, setting forth rights, preferences, and privileges (effective 2025-09-30).
“The Company filed a certificate of designation (the "Certificate of Designation") with the Secretary of State of the State of Delaware therein establishing the Series B Convertible Preferred Stock and describing the rights, obligations and privileges of the Series B.”
CN Healthy Food Tech Group Corp.: Company ceased to be a shell company as a result of the Business Combination.
“As a result of the Business Combination, the Company ceased to be a shell company”
CN Healthy Food Tech Group Corp.: Adopted a new Code of Business Ethics and Conduct (effective 2025-09-30).
“the Company adopted a new Code of Business Ethics and Conduct applicable to all employees, officers and directors of the Company”
CN Healthy Food Tech Group Corp.: Amended and restated bylaws effective as of the Closing (effective 2025-09-30).
“amended and restated its bylaws (as amended, the “ A&R Bylaws”) effective as of the Closing”
CN Healthy Food Tech Group Corp.: Amended and restated certificate of incorporation effective at Closing of Business Combination (effective 2025-09-30).
“the Company amended and restated its certificate of incorporation, effective as of the Closing (the “ A&R Charter”)”
Palomino Laboratories Inc.: Ceased to be a shell company as a result of the merger.
“Prior to the Merger, we were a “shell company” (as such term is defined in Rule 12b-2 under the Exchange Act). As a result of the Merger, the Company has ceased to be a shell company.”
Palomino Laboratories Inc.: Adopted a new Code of Ethics applicable to directors, officers, and employees in connection with the merger.
“In connection with the Merger, the board of directors adopted a new Code of Ethics, which applies to all directors, officers (including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions) and employees.”
Palomino Laboratories Inc.: Amended and restated bylaws in their entirety, effective upon closing of the merger.
“Prior to the Merger, we amended and restated our bylaws in their entirety, to be effective upon closing of the Merger.”
Palomino Laboratories Inc.: Amended and restated certificate of incorporation approved by board and stockholders on September 28, 2025, effective upon merger closing (effective 2025-09-28).
“Prior to the Merger, Unite Acquisition’s board of directors approved the amendment and restatement of our certificate of incorporation on September 28, 2025, and stockholders holding 100% of the then outstanding shares of our Common Stock approved the amendment and restatement to our certificate of incorporation on September 28, 2025.”
StoneBridge Acquisition II Corp: Adopted amended certificate of incorporation in connection with IPO (effective 2025-09-29).
“In connection with the IPO, the Company adopted its Amended Charter on September 29, 2025.”
Carlyle Private Equity Partners Fund, L.P.: The Fund entered into an Amended and Restated Limited Partnership Agreement, amending and restating the initial Limited Partnership Agreement dated February 11, 2025 (effective 2025-10-01).
“On October 1, 2025, the Fund entered into an Amended and Restated Limited Partnership Agreement (the “Partnership Agreement”) with CPEP GP, LLC, the Fund’s general partner (the “General Partner”), and each of the Fund’s limited partners. The Partnership Agreement amended and restated the Fund’s initial Limited Partnership Agreement, dated as of February 11, 2025.”
Rice Acquisition Corp 3: Shareholders adopted Articles, filed with Cayman Islands Registrar, effective September 30, 2025 (effective 2025-09-30).
“On September 30, 2025 and in connection with the IPO, the Company’s shareholders adopted the Articles, the Company filed the Articles with the Registrar of Companies in the Cayman Islands and the Articles became effective.”
AA Mission Acquisition Corp. II: Adopted Amended and Restated Memorandum and Articles of Association in connection with IPO (effective 2025-09-30).
“On September 30, 2025 and in connection with the IPO, the Company adopted its Amended and Restated Memorandum and Articles of Association.”
SEACOAST BANKING CORP OF FLORIDA: Filed Certificate of Designations to create Series A Non-Voting Preferred Stock, amending the Amended and Restated Articles of Incorporation (effective 2025-10-01).
“the Company filed the Certificate of Designations with the Articles of Amendment filed with the Secretary of State of Florida to amend the Company’s Amended and Restated Articles of Incorporation on October 1, 2025”
CITIZENS FINANCIAL GROUP INC/RI: Filed a Certificate of Elimination to eliminate Series F Preferred Stock and a Restated Certificate of Incorporation integrating Series I Preferred Stock (effective 2025-10-06).
“On October 6, 2025, Citizens Financial Group, Inc. (the “Company”) filed a Certificate of Elimination to its Restated Certificate of Incorporation with the Secretary of State of the State of Delaware, which, effective upon filing, eliminated from the Restated Certificate of Incorporation all matters set forth in the Certificate of Designations with respect to its 5.650% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series F (the “Series F Preferred Stock”). All outstanding shares of the Series F Preferred Stock were redeemed on October 6, 2025. A copy of the Certificate of Elimination relating to the Series F Preferred Stock is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference. A Restated Certificate of Incorporation reflecting (i) the elimination of the Series F Preferred Stock; and (ii) the integration of the Company’s previously filed Certificate of Designations for the 6.500% Fixed-Rate Reset Non-Cumulative Perpetual Prefer”
Capstone Holding Corp.: Certificate of Designation for Series Z Preferred shares filed, constituting an amendment to the articles of incorporation (effective 2025-10-06).
“Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. The applicable disclosures set forth in Item 1.01 above regarding the Certificate of Designation are incorporated by reference into this Item 5.03.”
OMNICELL, INC.: Omnicell, Inc. adopted the fourth amended and restated bylaws on September 30, 2025, effective immediately, with changes to stockholder nomination procedures, disclosure requirements, personal jurisdiction provision, and other updates (effective 2025-09-30).
“On September 30, 2025, in connection with a periodic review of the bylaws of Omnicell, Inc. (the “ Company ”), the Company’s board of directors adopted the fourth amended and restated bylaws of the Company (the “ Fourth Amended and Restated Bylaws ”), effective immediately. Among other things, the amendments effected by the Fourth Amended and Restated Bylaws: • Enhance procedural mechanics and disclosure requirements in connection with stockholder nominations of directors and submission of stockholder proposals (other than proposals to be included in the Company’s proxy statement pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”)) made in connection with annual and special meetings of stockholders, including requiring additional disclosures from nominating or proposing stockholders, proposed nominees and, if the nominating or proposing stockholder is not a natural person, the natural person(s) associated with such stockholder responsible”
BERKSHIRE HATHAWAY INC: Amended and restated By-Laws to separate the roles of Chairman and CEO, effective upon appointment of Greg Abel as CEO on Jan 1, 2026 (effective 2025-09-30).
“On September 30, 2025, the Board of Directors (the “Board”) of Berkshire Hathaway Inc., a Delaware corporation (the “Company”) voted to amend and restate the Company’s By-Laws effective immediately.”
Ovid Therapeutics Inc.: Filed Certificate of Designation establishing Series B Convertible Preferred Stock designating 57,722 shares of preferred stock (effective 2025-10-03).
“On October 3, 2025, the Company filed the Certificate of Designation with the Delaware Secretary of State designating 57,722 shares of its authorized and unissued preferred stock as Series B Preferred Stock.”
Onar Holding Corp: Increased authorized common stock from 450,000,000 shares to 1,000,000,000 shares (effective 2025-09-29).
“Effective September 29, 2025, ONAR Holding Corporation (the “Company”) amended its Articles of Incorporation (as amended, the “Articles of Incorporation”) to increase the authorized number of shares of the common stock, par value $0.001 per share (the “Common Stock”) of the Company from 450,000,000 shares to 1,000,000,000 shares (the “Amendment”).”
SHF Holdings, Inc.: Filed Certificate of Designation for Series B Convertible Preferred Stock (effective 2025-09-30).
“On September 30, 2025, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of the Series B Convertible Preferred Stock (the “Certificate of Designation”) with the Secretary of State of the State of Delaware in connection with the Purchase Agreement referenced in Item 1.01 above.”
ALPHATIME ACQUISITION CORP: Amendment to Third Amended and Restated Memorandum and Articles of Association to extend the business combination deadline up to January 4, 2026 via three monthly extensions (effective 2025-10-01).
“the Company amended the Company’s Third Amended and Restated Memorandum and Articles of Association (the “ Existing Charter ”) on October 1, 2025, in the form set forth in Annex A to the definitive proxy statement, filed with the Securities and Exchange Commission on September 9, 2025 (the “ Extension Amendment ”), reflecting the extension of the date by which the Company must consummate a business combination from the Termination Date up to three (3) times, each comprised of one month each (each an “ Extension ”) up to January 4, 2026”
Trailblazer Merger Corp I: Amendment to extend the termination date for consummating a business combination from September 30, 2025 to March 30, 2026, with monthly extension options allowed by board resolution without further stockholder vote (effective 2025-09-30).
“the Company filed an amendment to its Amended and Restated Certificate of Incorporation (the “ Charter ”) with the Delaware Secretary of State on September 30, 2025 (the “ Charter Amendment ”), to (a) modify the terms and extend the date (the “ Termination Date ”) by which the Company has to consummate a business combination by allowing the Company, through resolution of the board of directors without another stockholder vote, to elect to extend the Termination Date by one month each time from September 30, 2025 to March 30, 2026, or such earlier date as determined by the Board in its sole discretion, unless the closing of a business combination shall have occurred prior thereto”
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.