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
BDCI BTC Development Corp.

BTC Development Corp.: Filed amended and restated memorandum and articles of association in connection with IPO (effective 2025-09-29).

“On September 29, 2025, in connection with the IPO, the Company filed its amended and restated memorandum and articles of association (the “ Amended and Restated Memorandum ”) with the Cayman Islands General Registry.”
FRMI Fermi Inc.

Fermi Inc.: Amended certificate of formation to impose stock ownership requirements on shareholders submitting proposals (effective 2025-10-01).

“to impose stock ownership requirements on shareholders seeking to submit a proposal”
LOGI LOGITECH INTERNATIONAL S.A.

LOGITECH INTERNATIONAL S.A.: Logitech amended its Articles of Incorporation to renew the Swiss 'capital band' and update articles 27 and 28 regarding share issuance and subscription rights (effective 2025-10-01).

“Logitech International S.A. (the “Company”) amended Article 27 of its Articles of Incorporation to renew the Swiss “capital band” information to increase the board of directors’ available authority to cancel and issue shares subject to the terms substantially the same as those approved at the 2023 annual general meeting of shareholders.”
BIG 5 SPORTING GOODS Corp

BIG 5 SPORTING GOODS Corp: Amended and restated the bylaws entirely in connection with the merger.

“in accordance with the Merger Agreement, the Second Amended and Restated Bylaws of Big 5, as in effect immediately prior to the Effective Time, were amended and restated in their entirety”
BIG 5 SPORTING GOODS Corp

BIG 5 SPORTING GOODS Corp: Amended and restated the certificate of incorporation entirely in connection with the merger.

“Pursuant to the Merger Agreement, as of the Effective Time, the Amended and Restated Certificate of Incorporation of Big 5, as in effect immediately prior to the Effective Time, was amended and restated in its entirety”
Venus Concept Inc.

Venus Concept Inc.: Increased authorized shares of Series Y Preferred Stock from 1,500,000 to 2,100,000 via a Certificate of Amendment filed with the Delaware Secretary of State (effective 2025-09-30).

“The Series Y Amendment amended the Series Y COD to, among other things, increase the authorized shares of Series Y Preferred Stock from 1,500,000 to 2,100,000.”
VPLM Voip-pal.com Inc

Voip-pal.com Inc: Increased designated Series A preferred stock shares from 1,500,000 to 1,750,000 by amending the certificate of designation (effective 2025-07-29).

“On July 29, 2025, the the board of directors of VoIP-Pal.Com Inc. (the “Company”) approved an increase in the number of shares of preferred stock, par value $0.01 per share (the “Preferred Stock”), designated as Series A preferred stock (the “Series A Stock”) from 1,500,000 to 1,750,000. Following the approval, the Company filed an amendment to a certificate of designation dated May 25, 2022, as previously amended on March 6, 2023, October 8, 2024 and March 18, 2025 (together, the “Certificate of Designation”), with the Nevada Secretary of State in order to effect the foregoing increase.”
FDMT 4D Molecular Therapeutics, Inc.

4D Molecular Therapeutics, Inc.: Board amended and restated Bylaws to update advance notice procedures for business brought before a meeting and for nominations of directors (effective 2025-09-30).

“On September 30, 2025, the Board amended and restated the Company’s current amended and restated bylaws (the “Amended and Restated Bylaws”). The Amended and Restated Bylaws were amended to, among other revisions, update the advance notice procedures for business brought before a meeting and update the advance notice procedures for nominations of directors.”
STZ CONSTELLATION BRANDS, INC.

CONSTELLATION BRANDS, INC.: Amended and restated By-Laws to align with Delaware law, update stockholder meeting chair requirements, reserve proxy for Board, and make other technical changes (effective 2025-09-30).

“On September 30, 2025, the Board amended and restated the Company’s By-Laws (the “By-Laws”), with immediate effect.”
STRG STARGUIDE GROUP, INC.

STARGUIDE GROUP, INC.: Company ceased being a shell company following acquisition of Live Investments Holdings Ltd (effective 2022-12-08).

“Item 5.06 of Form 8-K states that if the registrant was a shell company before transactions changing the status of a shell company, then the registrant must disclose the information that would be required if the registrant were filing a general form for registration of securities on Form 10.”
TTRX Turn Therapeutics Inc.

Turn Therapeutics Inc.: Amended and restated bylaws became effective on September 30, 2025, as previously approved by Board and stockholders (effective 2025-09-30).

“On September 30, 2025, in connection with the Direct Listing, the Company filed its amended and restated certificate of incorporation (the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware, and its amended and restated bylaws (the “Bylaws”) became effective.”
TTRX Turn Therapeutics Inc.

Turn Therapeutics Inc.: Amended and restated certificate of incorporation filed with Delaware Secretary of State on September 30, 2025, effective upon effectiveness of the Registration Statement (effective 2025-09-30).

“On September 30, 2025, in connection with the Direct Listing, the Company filed its amended and restated certificate of incorporation (the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware, and its amended and restated bylaws (the “Bylaws”) became effective.”
BCSS Bain Capital GSS Investment Corp.

Bain Capital GSS Investment Corp.: Company adopted its Amended and Restated Memorandum and Articles of Association in connection with the IPO (effective 2025-09-29).

“On September 29, 2025 and in connection with the IPO, the Company adopted its Amended and Restated Memorandum and Articles of Association.”
GUARANTY BANCSHARES INC /TX/

GUARANTY BANCSHARES INC /TX/: Upon merger, GBCI's amended and restated bylaws became the bylaws of the combined company, replacing the prior bylaws.

“At the Effective Time, the separate corporate existence of GNTY ceased. As a result of the Merger, GBCI’s restated articles of incorporation and amended and restated bylaws, copies of which are included as Exhibits 3.1 and 3.2 hereto, respectively, and incorporated by reference herein, continued in effect as the articles of incorporation and bylaws of the combined company.”
GUARANTY BANCSHARES INC /TX/

GUARANTY BANCSHARES INC /TX/: Upon merger, GBCI's restated articles of incorporation became the articles of incorporation of the combined company, replacing the prior charter.

“At the Effective Time, the separate corporate existence of GNTY ceased. As a result of the Merger, GBCI’s restated articles of incorporation and amended and restated bylaws, copies of which are included as Exhibits 3.1 and 3.2 hereto, respectively, and incorporated by reference herein, continued in effect as the articles of incorporation and bylaws of the combined company.”
OPHC OptimumBank Holdings, Inc.

OptimumBank Holdings, Inc.: Adopted articles of amendment to the articles of incorporation to amend and restate terms of Series B preferred stock, conforming it to Series C preferred stock and including it in diluted common shares and related financial disclosures (effective 2025-10-01).

“Effective October 1, 2025, OptimumBank Holdings, Inc. (the “Company”) adopted articles of amendment to its articles of incorporation amending and restating the terms of the Company’s Series B preferred stock.”
GNK GENCO SHIPPING & TRADING LTD

GENCO SHIPPING & TRADING LTD: Filed Statement of Designations designating 60,000 Series B Preferred Shares, effective October 1, 2025 (effective 2025-10-01).

“In connection with the adoption of the Rights Agreement, the Board approved a Statement of Designations of Series B Preferred Stock designating 60,000 Preferred Shares. The Company filed the Statement of Designations for the Preferred Shares on October 1 , 2025 with the Registrar of Corporations of the Republic of the Marshall Islands and the Statement of Designations became effective on such date.”
COSM Cosmos Health Inc.

Cosmos Health Inc.: Approved amendment to Articles of Incorporation to increase authorized shares to 1.5B common and 300M blank-check preferred.

“the Amendment will become effective upon its filing with the Secretary of State of the State of Nevada”
PRHI Presurance Holdings, Inc.

Presurance Holdings, Inc.: Changed corporate name from Conifer Holdings, Inc. to Presurance Holdings, Inc (effective 2025-09-30).

“Effective September 30, 2025, Conifer Holdings, Inc. changed its name to Presurance Holdings, Inc. (the “Company”) by filing a certificate of amendment (“Certificate of Amendment”) to its Second Amended and Restated Articles of Incorporation with the Michigan Department of Licensing and Regulatory Affairs (the “Name Change”).”
SBEV SPLASH BEVERAGE GROUP, INC.

SPLASH BEVERAGE GROUP, INC.: Amended bylaws to change quorum requirement to one-third of outstanding voting power, majority-of-votes-cast standard for shareholder acts, add roles for CEO and President, and remove special notice timing requirement for authorized share increase (effective 2025-09-25).

“On September 25, 2025, the Board approved and adopted amendments to the Company’s Bylaws (the “Amendments”).”
NREF NexPoint Real Estate Finance, Inc.

NexPoint Real Estate Finance, Inc.: Classified and designated 1,200,000 additional shares of Series B Preferred Stock, increasing authorized Series B Preferred Stock to 17,200,000 shares (effective 2025-10-01).

“On October 1, 2025, the Company filed with the State Department of Assessments and Taxation of the State of Maryland (the “SDAT”) the Articles Supplementary (the “Articles Supplementary”) to the Articles of Amendment and Restatement of the Company classifying and designating an additional 1,200,000 shares (the “Additional Shares”) of the Company’s Series B Preferred Stock”
SEV Aptera Motors Corp

Aptera Motors Corp: Adopted Amended and Restated Bylaws establishing procedures for stockholder proposals, director nominations, public benefit corporation status, and conforming amendments (effective 2025-09-30).

“On September 30, 2025, the Amended and Restated Bylaws previously approved by the Company’s board of directors became effective.”
SEV Aptera Motors Corp

Aptera Motors Corp: Filed an Amended and Restated Certificate of Incorporation with provisions customary for public companies and public benefit corporations (effective 2025-09-30).

“On September 30, 2025, Aptera Motors Corp. (the “Company”) filed an Amended and Restated Certificate of Incorporation (the “Restated Certificate”) with the Secretary of State of the State of Delaware.”
PCSV PCS Edventures!, Inc.

PCS Edventures!, Inc.: Decreased authorized shares of common stock from 150,000,000 to 125,000,000.

“A majority of our shareholders also approved an amendment to our Articles of Incorporation that decreased the number of our authorized shares of common stock from 150,000,000 shares to 125,000,000 shares.”
CETY Clean Energy Technologies, Inc.

Clean Energy Technologies, Inc.: Filed a Certificate of Change with the State of Nevada to effect a 1-for-15 reverse stock split of the Company's authorized and outstanding shares of common stock, reducing authorized shares from 2,000,000,000 to 133,333,333 and outstanding shares from approximately 69,726,161 to 4,648,521, with an (effective 2025-10-06).

“Clean Energy Technology, Inc. (the “ Company ”), filed a Certificate of Change with the State of Nevada to effect a 1-for-15 reverse stock split of the Company’s (a) authorized shares of common stock, and (b) issued and outstanding shares of common stock (the “ Reverse Stock Split ”), which was accepted for filing by the State of Nevada on or about September 26, 2025.”
AGPU Axe Compute Inc.

Axe Compute Inc.: Amendment to Section 3.02 of the Bylaws to limit the maximum number of directors to seven, effective September 26, 2025 (effective 2025-09-26).

“the Board approved an amendment to Section 3.02 of the Company’s Second Amended and Restated Bylaws, as amended (the “ Bylaws ”). The amendment, which became effective as of September 26, 2025, modifies Section 3.02 of the Bylaws to provide that the exact number of directors shall continue to be determined from time to time solely by resolution adopted by the affirmative vote of a majority of the entire Board, but now expressly limits the number of directors serving on the Board to a maximum of seven.”
PHXE-P Phoenix Energy One, LLC

Phoenix Energy One, LLC: Company amended and restated its limited liability company agreement to adopt manager-managed structure, board governance, and designate Series A Cumulative Redeemable Preferred Shares (effective 2025-09-29).

“Effective as of September 29, 2025, the Company entered into its Third Amended and Restated Limited Liability Company Agreement (the “Third ARLLCA”).”
KDK Kodiak AI, Inc.

Kodiak AI, Inc.: Company ceased to be a shell company upon consummation of business combination (effective 2025-09-24).

“the Company ceased to be a shell company (as defined in Rule 12b-2 of the Exchange Act) as of the Closing”
KDK Kodiak AI, Inc.

Kodiak AI, Inc.: Adopted a new Code of Business Conduct and Ethics (effective 2025-09-24).

“on September 24, 2025, the Board considered and adopted a new Code of Business Conduct and Ethics”
KDK Kodiak AI, Inc.

Kodiak AI, Inc.: Adopted new bylaws and waived certain lock-up restrictions therein (effective 2025-09-24).

“the Company adopted a certificate of incorporation and bylaws”
KDK Kodiak AI, Inc.

Kodiak AI, Inc.: Adopted new certificate of incorporation in connection with domestication from Cayman Islands to Delaware (effective 2025-09-24).

“the Company adopted a certificate of incorporation and bylaws”
ISBA ISABELLA BANK CORP

ISABELLA BANK CORP: On September 24, 2025, the Board approved and adopted the Second Amended and Restated Bylaws, effective immediately, which include provisions on annual and special shareholder meetings, proxy registration, meeting conduct, shareholder proposals and director nominations, remote meeting participation, (effective 2025-09-24).

“On September 24, 2025, the Board of Directors (the "Board") of Isabella Bank Corporation, a Michigan corporation (the "Corporation"), approved and adopted the Second Amended and Restated Bylaws of the Corporation (the "Amended Bylaws"), effective immediately.”
WOLF WOLFSPEED, INC.

WOLFSPEED, INC.: Adopted New Bylaws upon conversion from a North Carolina corporation to a Delaware corporation.

“Wolfspeed effected a conversion from a North Carolina corporation to a Delaware corporation and, in connection therewith, the New Certificate of Incorporation became effective and Wolfspeed adopted the New Bylaws.”
WOLF WOLFSPEED, INC.

WOLFSPEED, INC.: Adopted New Certificate of Incorporation upon conversion from a North Carolina corporation to a Delaware corporation.

“Wolfspeed effected a conversion from a North Carolina corporation to a Delaware corporation and, in connection therewith, the New Certificate of Incorporation became effective and Wolfspeed adopted the New Bylaws.”
SCOR COMSCORE, INC.

COMSCORE, INC.: Comscore filed a Certificate of Elimination to retire Series B Preferred Stock and remove related provisions from its Certificate of Incorporation (effective 2025-09-29).

“the Company will execute and file a Certificate of Retirement and Elimination of Designation of Series B Convertible Preferred Stock (the “ Certificate of Elimination ”), retiring the shares of Series B Preferred Stock acquired by the Company pursuant to the Exchange Agreements and eliminating from the Certificate of Incorporation all matters set forth in the Certificate of Designations of Series B Preferred Stock”
SCOR COMSCORE, INC.

COMSCORE, INC.: Comscore filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation to increase authorized shares of Preferred Stock and Common Stock for conversion of Series C Preferred Stock (effective 2025-09-29).

“the Company will execute and file the Certificate of Designations and a Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company (the “ Certificate of Amendment ”).”
AnTix Holdings, Inc.

AnTix Holdings, Inc.: Changed corporate name from 'Innovative MedTech, Inc.' to 'AnTix Holdings, Inc.' via a Certificate of Amendment (effective 2025-09-19).

“On September 19, 2025, we filed with the State of Delaware a Certificate of Amendment to our Amended and Restated Certificate of Incorporation to change our corporate name from “Innovative MedTech, Inc.” to “AnTix Holdings, Inc.””
HSDT Solana Co

Solana Co: Second Amended and Restated Bylaws amended solely to reflect the name change to Solana Company (effective 2025-09-29).

“Additionally, the Board approved an amendment to the Company’s Second Amended and Restated Bylaws solely to reflect the Name Change (the “Third Amended and Restated Bylaws”). The Third Amended and Restated Bylaws will become effective immediately after the Name Change on September 29, 2025.”
HSDT Solana Co

Solana Co: Company name changed from Helius Medical Technologies, Inc. to Solana Company via Certificate of Amendment (effective 2025-09-29).

“On September 25, 2025, the Board of Directors (the “Board”) of Helius Medical Technologies, Inc. (the “Company”) approved an amendment to the Company’s Certificate of Incorporation, as filed with the Secretary of State of the State of Delaware on July 18, 2018 (the “Certificate of Incorporation”), to change the Company’s name to Solana Company (the “Name Change”). On September 26, 2025, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment (the “Certificate of Amendment”) to the Certificate of Incorporation, which will effect the Name Change at 8:00 a.m. Eastern Time on September 29, 2025.”
UNXP OZ VISION INC.

OZ VISION INC.: Company changed its corporate name from UNITED EXPRESS, INC. to OZ VISION INC (effective 2025-09-23).

“Effective September 23, 2025, the Company changed its corporate name from UNITED EXPRESS, INC. to OZ VISION INC. (the “Name Change”)”
CISO CISO Global, Inc.

CISO Global, Inc.: Filed Certificate of Designations for Series B Preferred Stock, establishing rights, preferences, and restrictions (effective 2025-09-25).

“On September 25, 2025, we filed with the Secretary of State of the State of Delaware a Certificate of Designations, Preferences and Rights of Series B Preferred Stock of CISO Global, Inc. (the “Certificate of Designations”).”
IPST IP STRATEGY HOLDINGS, INC.

IP STRATEGY HOLDINGS, INC.: Increased authorized shares of capital stock from 495,000,000 to 995,000,000 (985M common, 10M preferred) (effective 2025-09-26).

“the Company filed the Second Amendment with the Secretary of State of the State of Delaware on September 26, 2025, which became effective upon filing.”
DWTX Dogwood Therapeutics, Inc.

Dogwood Therapeutics, Inc.: Company filed a Certificate of Designation for Series A-2 Non-Voting Convertible Preferred Stock, establishing preferences, rights, and limitations including voting restrictions, dividend prohibition, conversion rights, and protective provisions (effective 2025-09-29).

“On September 29, 2025, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of the Series A-2 Non-Voting Convertible Preferred Stock (the “Certificate of Designation”) with the Secretary of State of the State of Delaware in connection with the Serpin Registration Rights Agreement referenced in Item 1.01 above.”
LESL Leslie's, Inc.

Leslie's, Inc.: Filed certificate of amendment to effect a 1-for-20 reverse stock split and proportionately decrease authorized shares of common stock, effective September 26, 2025 (effective 2025-09-26).

“On September 26, 2025, Leslie’s, Inc. (the “Company”) filed a certificate of amendment to the Company’s Seventh Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware to effect a reverse stock split of the Company’s common stock at a ratio of 1-for-20 (the “Reverse Stock Split”) and proportionately decrease the number of authorized shares of the Company’s common stock, which became effective upon filing (the “Effective Time”).”
CYCU Cycurion, Inc.

Cycurion, Inc.: Company increased authorized common stock from 100,000,000 to 300,000,000 shares and authorized reverse stock splits at ratios from 3:1 to 75:1 (aggregate not more than 250:1), approved by written consent of majority stockholders (effective 2025-09-29).

“The Charter Amendment increases the number of authorized shares of common stock of the Company from 100,000,000 to 300,000,000 shares of common stock and allows the Company to effect reverse stock splits of the Company’s shares of common stock.”
FCRS FutureCrest Acquisition Corp.

FutureCrest Acquisition Corp.: Amended and restated memorandum and articles of association filed and effective September 25, 2025, in connection with the IPO (effective 2025-09-25).

“On September 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 September 25, 2025.”
EMIS Emmis Acquisition Corp.

Emmis Acquisition Corp.: Amended and restated memorandum and articles of association filed in connection with IPO, effective September 24, 2025 (effective 2025-09-24).

“On September 24, 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 September 24, 2025.”
AEXA American Exceptionalism Acquisition Corp. A

American Exceptionalism Acquisition Corp. A: Adopted amended and restated memorandum and articles of association (effective 2025-09-25).

“On September 25, 2025, the Company adopted its Amended and Restated Memorandum and Articles of Association.”
HOG HARLEY-DAVIDSON, INC.

HARLEY-DAVIDSON, INC.: Amended bylaws to address universal proxy rules, update advance notice requirements, add exclusive forum provisions, and other changes (effective 2025-09-23).

“On September 23, 2025, the Board of Directors (“Board”) of Harley-Davidson, Inc. (the “Company”) adopted amendments to the Company’s amended and restated by-laws (as amended, the “Amended and Restated By-laws”) which became effective the same day.”
RJET REPUBLIC AIRWAYS HOLDINGS INC.

REPUBLIC AIRWAYS HOLDINGS INC.: Company changed fiscal year-end from September 30 to December 31, effective for fiscal year beginning January 1, 2025 and ending December 31, 2025 (effective 2025-01-01).

“On September 24, 2025, the Board of Directors of Mesa Air Group, Inc. (the “Company”) approved a change in the Company’s fiscal year-end, moving from September 30 to December 31 of each year, effective for the fiscal year beginning on January 1, 2025 and ending on December 31, 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.