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
EGAN EGAIN Corp

EGAIN Corp: Adopted amendments to the Code of Ethics and Business Conduct on September 22, 2025 (effective 2025-09-22).

“On September 22, 2025, the Board adopted amendments to eGain’s Code of Ethics and Business Conduct (the “Code”) applicable to all employees, officers and directors, to update and clarify certain provisions of the Code.”
EGAN EGAIN Corp

EGAIN Corp: Amended and restated bylaws effective September 22, 2025, with revisions to stockholder meeting procedures, committee authority, and other provisions (effective 2025-09-22).

“Also on September 22, 2025, the Board approved to amend and restate eGain’s bylaws (the “Bylaws”), effective immediately.”
CNP CENTERPOINT ENERGY INC

CENTERPOINT ENERGY INC: Amended and restated bylaws effective September 25, 2025, including jury trial waiver for internal entity claims, revised exclusive forum provision, new derivative proceeding ownership threshold of 3%, director retirement age change from 73 to 75, and other clarifying changes (effective 2025-09-25).

“Effective September 25, 2025, the Board of Directors (the “Board”) of CenterPoint Energy, Inc. (“CenterPoint Energy”) amended and restated CenterPoint Energy’s bylaws (the “Bylaws”). The amendments to the Bylaws were made in connection with certain recent changes to the Texas Business Organizations Code (“TBOC”) and pursuant to the Board’s periodic corporate governance review process. The amendments include, among other things, the following changes: • adding a new section providing for a jury trial waiver for internal entity claims (as defined by the TBOC); • revising the exclusive forum bylaw to provide that, if the United States District Court for the Southern District of Texas lacks jurisdiction, the Eleventh Business Court Division of the Texas Business Court located in Harris County, Texas (rather than the state district court of Harris County, Texas), will be the sole and exclusive forum for certain internal entity claims (as defined by the TBOC), unless CenterPoint Energy conse”
APLD Applied Digital Corp.

Applied Digital Corp.: Amended Series G Convertible Preferred Stock Certificate of Designations to increase Floor Price from $12.50 to $22.00 (effective 2025-09-25).

“On September 25, 2025, Applied Digital Corporation (the “Company”) filed an amendment (the “Certificate of Designations Amendment”) to the Certificate of the Designations, Powers, Preferences and Rights of Series G Convertible Preferred Stock, originally filed with the Secretary of State of the State of Nevada on April 30, 2025, as amended on August 14, 2025 and September 11, 2025 (as amended, the “Certificate of Designations”). The Certificate of Designations Amendment amends the Certificate of Designations to increase the Floor Price (as set forth in Section 1.5(c)(i) of the Certificate of Designations) to $22.00 from $12.50.”
QVCDQ QVC INC

QVC INC: Approved Amended and Restated By-Laws governing management of the Company and rights of the sole stockholder (effective 2025-09-23).

“The A&R By-Laws provide, among other things, for the management of the Company and certain rights of the sole stockholder of the Company.”
QVCDQ QVC INC

QVC INC: Approved and filed Amended and Restated Certificate of Incorporation providing for board management and sole stockholder rights over stock issuance, charter amendments, and major transactions (effective 2025-09-23).

“On September 23, 2025, the sole stockholder of QVC, Inc. (the “Company”) approved the Amended and Restated Certificate of Incorporation (the “A&R COI”) and the Amended and Restated By-Laws (the “A&R By-Laws”) of the Company.”
QCLS Q/C TECHNOLOGIES, INC.

Q/C TECHNOLOGIES, INC.: Changed corporate name from TNF Pharmaceuticals, Inc. to Q/C Technologies, Inc (effective 2025-09-22).

“On September 22, 2025, the Company filed a Certificate of Amendment to Q/C Technologies, Inc. (the “Company”) Certificate of Incorporation (the “Certificate of Amendment”) to change the name of the Company from “TNF Pharmaceuticals, Inc.” to “Q/C Technologies, Inc.” effective as of September 22, 2025 (the “Name Change”).”
WNHK Winning Catering Group, Inc.

Winning Catering Group, Inc.: Changed company name from LiquidValue Development Inc. to Winning Catering Group, Inc. via amendment to Articles of Incorporation (effective 2025-09-22).

“Effective as of September 22, 2025, the registrant has amended its Articles of Incorporation to change its name from "LiquidValue Development Inc." to "Winning Catering Group, Inc."”
DBGI Digital Brands Group, Inc.

Digital Brands Group, Inc.: Filed Series D COD Amendment increasing authorized shares and stated value of Series D Convertible Preferred Stock (effective 2025-09-25).

“the Company amended the Initial Series D COD by filing that certain First Amendment to Certificate of Designations, Preferences and Rights of the Series D Convertible Preferred Stock of Digital Brands Group, Inc. (the “Series D COD Amendment””
DVLT Datavault AI Inc.

Datavault AI Inc.: Decreased quorum required for a meeting of stockholders from majority of voting power to one-third of voting power (effective 2025-09-25).

“On September 25, 2025, the Board approved an amendment to the Bylaws (the “Bylaws Amendment”) to decrease the quorum required for a meeting of stockholders from a majority of the voting power of all outstanding shares of stock to one-third of such voting power.”
DVLT Datavault AI Inc.

Datavault AI Inc.: Filed amendment to certificate of incorporation to permit board to amend bylaws (effective 2025-09-25).

“On September 25, 2025, the Company filed the Charter Amendment with the Secretary of State of the State of Delaware.”
RVPH REVIVA PHARMACEUTICALS HOLDINGS, INC.

REVIVA PHARMACEUTICALS HOLDINGS, INC.: Reduced quorum requirement for stockholder meetings from majority of voting power to one-third of voting power (effective 2025-09-26).

“The Amendment reduces the quorum at all meetings of the Company’s stockholders for the transaction of business, except as otherwise required by law or by the Company’s Amended and Restated Certificate of Incorporation, as amended, or Bylaws, to one-third (331⁄3%) of the voting power of the stock outstanding and entitled to vote at the meeting, present in person, present by remote communication, if applicable, or represented by proxy.”
GFLT GenFlat Holdings, Inc.

GenFlat Holdings, Inc.: Adopted a new Code of Ethics and Business Conduct applicable to all directors, officers and employees (effective 2025-09-24).

“On September 24, 2025 and effective as of such date, the Board of Directors adopted a new Code of Ethics and Business Conduct (the “ Code ”) applicable to all directors, officers and employees of the Company.”
FOXO FOXO TECHNOLOGIES INC.

FOXO TECHNOLOGIES INC.: Amended and Restated Certificate of Designation for Series A Preferred Stock increasing authorized shares to 50,000, revising voting rights and conversion price, and allowing cash dividends (effective 2025-09-22).

“On September 22, 2025, the Company filed an amendment to the Company’s Certificate of Incorporation (the “ Certificate of Incorporation ”), in the form of an Amended and Restated Certificate of Designation (the “ Amended Designation ”) of the Company’s previously designated "Series A Cumulative Convertible Redeemable Preferred Stock" (the “ Series A Preferred Stock ”). The Amended Designation: increases the authorized shares of Series A Preferred stock to 50,000, revises the voting rights to entitle the holder of Series A Preferred Stock to cast the number of votes determined by dividing the Stated Value of such share of Series A Preferred Stock by $0.0001 (such dollar amount not being subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Class A Common Stock), revises the conversion price to equal the higher of $0.0001 (such dollar amount not being subject to adjustment for reverse and forward stock splits”
LNZA LanzaTech Global, Inc.

LanzaTech Global, Inc.: Filed a Certificate of Amendment to the Amended and Restated Certificate of Designation of Series A Convertible Senior Preferred Stock (effective 2025-09-22).

“On September 22, 2025, the Company filed a Certificate of Amendment to the Amended and Restated Certificate of Designation of Series A Convertible Senior Preferred Stock (the “CoD Amendment”) with the Office of the Secretary of State of the State of Delaware.”
DP Cap Acquisition Corp I

DP Cap Acquisition Corp I: Amendment to delete and replace Article 49.10 regarding issuance of shares and voting rights (effective 2025-09-25).

“(iii) to approve, by special resolution and pursuant to the terms of the Articles (the “Article 49.10 Amendment Proposal”), an amendment to the Articles to delete in its entirety current Article 49.10 thereof and replace it”
DP Cap Acquisition Corp I

DP Cap Acquisition Corp I: Amendment to increase authorized share capital from US$22,100 to US$92,000 and adjust class share counts (effective 2025-09-25).

“On September 25, 2025, the Company filed an amendment to the Articles with the Cayman Islands Registrar of Companies to effectuate the foregoing proposals.”
CNTM ConnectM Technology Solutions, Inc.

ConnectM Technology Solutions, Inc.: Increased authorized common stock from 100,000,000 to 250,000,000 shares (effective 2025-09-25).

“The Amendment had the effect of increasing the total number of authorized shares of the Company’s common stock, $0.0001 par value per share, from 100,000,000 to 250,000,000.”
SMNR Semnur Pharmaceuticals, Inc.

Semnur Pharmaceuticals, Inc.: Company ceased to be a shell company upon closing of business combination (effective 2025-09-22).

“As a result of the Business Combination, the Company ceased to be a shell company upon the Closing of the Business Combination.”
SMNR Semnur Pharmaceuticals, Inc.

Semnur Pharmaceuticals, Inc.: Adopted a new Code of Business Conduct and Ethics (effective 2025-09-22).

“on September 22, 2025, the Board approved and adopted a new Code of Business Conduct and Ethics applicable to all employees, officers and directors of the Company.”
SMNR Semnur Pharmaceuticals, Inc.

Semnur Pharmaceuticals, Inc.: Bylaws of Denali became the bylaws of New Semnur (effective 2025-09-22).

“The bylaws of Denali became the bylaws of New Semnur (the “Bylaws”).”
SMNR Semnur Pharmaceuticals, Inc.

Semnur Pharmaceuticals, Inc.: Restated certificate of incorporation upon closing of business combination (effective 2025-09-22).

“In connection with the Closing, Denali changed its corporate name of “Denali Capital Acquisition Corp.” to “Semnur Pharmaceuticals, Inc.” and restated its certificate of incorporation (the “Restated Charter”) to remove provisions relating to the incorporator and initial board of directors following the Domestication and prior to the Effective Time.”
WK Kellogg Co

WK Kellogg Co: By-laws amended and restated in their entirety following the Merger.

“the Amended and Restated By-laws of the Company were amended and restated in their entirety and replaced with the bylaws in the form attached hereto as Exhibit 3.2”
WK Kellogg Co

WK Kellogg Co: Certificate of Incorporation amended and restated in its entirety following the Merger.

“the Amended and 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”
XOMA XOMA Royalty Corp

XOMA Royalty Corp: Corrected a typographical error in Section 8(a) of the Certificate of Designation of 8.375% Series B cumulative perpetual preferred stock, changing '1.253.13' to '1,253.13' (effective 2025-09-23).

“On September 23, 2025, the Company filed a Certificate of Correction (the “ Certificate of Correction ”) to the Certificate of Designation of 8.375% Series B cumulative perpetual preferred stock originally filed with the Secretary of State of the State of Nevada on May 29, 2025 (the “ Certificate of Designation ”). The Certificate of Correction corrects a typographical error in Section 8(a) of the Certificate of Designation from “1.253.13” to “1,253.13”.”
CLSK CLEANSPARK, INC.

CLEANSPARK, INC.: Adopted updated and revised code of business conduct and ethics with revisions to compliance, proprietary information, conflicts of interest, trade controls, anti-money laundering, and gifts, plus administrative changes (effective 2025-09-26).

“On September 26, 2025, the Board adopted an updated and revised code of business conduct and ethics (the “Code”). The Code applies to all directors, officers, and employees of the Company.”
CLSK CLEANSPARK, INC.

CLEANSPARK, INC.: Adopted Second Amended and Restated Bylaws, eliminating stockholder ability to call special meetings and act by written consent, revising advance notice provisions, eliminating certain inspection rights, clarifying board authority to set its size, deleting limitations on board committee delegation, (effective 2025-09-26).

“On September 26, 2025, the Board of Directors (the “Board”) of CleanSpark, Inc. (the “Company”) adopted and approved an amendment and restatement of the Company’s Amended and Restated Bylaws (as amended and restated, the “Second Amended and Restated Bylaws”) that became effective immediately.”
REED REED'S, INC.

REED'S, INC.: Adopted exclusive forum provisions for certain stockholder actions in Delaware Chancery Court and federal district courts for Securities Act claims (effective 2025-09-25).

“On September 25, 2025, the Board of Directors (the “Board”) of Reed’s, Inc. (the “Company”) approved and adopted an amendment (the “Bylaws Amendment”) to the bylaws of the Company, effective immediately.”
NLST NETLIST INC

NETLIST INC: Approved amendment to Restated Certificate of Incorporation to increase authorized common stock from 450,000,000 to 675,000,000 shares (effective 2025-09-24).

“On September 24, 2025, the Company filed the Certificate of Amendment, which was effective upon filing, with the Secretary of State of the State of Delaware.”
AGPU Axe Compute Inc.

Axe Compute Inc.: Approved and filed Certificate of Amendment to the Charter to effect a 1-for-15 reverse stock split of common stock, effective 5:00 PM ET on September 29, 2025 (effective 2025-09-29).

“the Company filed a Certificate of Amendment to the Charter with the Secretary of State of the State of Delaware on September 22, 2025, to effect the reverse stock split, effective as of 5:00 PM ET on September 29, 2025”
DRIO DarioHealth Corp.

DarioHealth Corp.: Amended Series C-1 Certificate of Designation to accelerate mandatory conversion period (effective 2025-09-25).

“On September 25, 2025, the Company, upon obtaining the vote of a majority of the holders of the relevant classes of preferred stock and the approval of the Company’s Board of Directors, filed an Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of the Company’s Series C-1 Preferred Stock (the “Series C-1 Certificate of Designation”) with the Secretary of State of the State of Delaware. The Series C-1 Certificate of Designation was amended to accelerate the mandatory conversion period of all outstanding shares of such series into shares of the Company’s common stock, or at each holder’s election in pre-funded warrants, effective as of September 25, 2025.”
RITM Rithm Capital Corp.

Rithm Capital Corp.: Designated 8,740,000 shares of preferred stock as Series E Preferred Stock by filing Certificate of Designations (effective 2025-09-25).

“On September 25, 2025, the Company filed a Certificate of Designations (the “Certificate of Designations”) with the Secretary of State of the State of Delaware to designate 8,740,000 shares of the Company’s authorized preferred stock as the 8.750% Series E Fixed-Rate Cumulative Redeemable Preferred Stock, par value $0.01 per share, with a liquidation preference of $25.00 per share (“Series E Preferred Stock”), with the powers, designations, preferences and other rights as set forth therein.”
AREB AMERICAN REBEL HOLDINGS INC

AMERICAN REBEL HOLDINGS INC: Increased authorized shares of Series D Convertible Preferred Stock from 500,000 to 3,000,000 (effective 2025-09-24).

“the Company’s board of directors approved amending the certificate of designation of the Company’s Series D Convertible Preferred Stock to increase the number of authorized shares from 500,000 to 3,000,000.”
FFAI FARADAY FUTURE INTELLIGENT ELECTRIC INC.

FARADAY FUTURE INTELLIGENT ELECTRIC INC.: Increased authorized shares of common and preferred stock via Certificate of Amendment (effective 2025-09-23).

“On September 23, 2025, the Company filed an amendment (the “Certificate of Amendment”) to the Company’s Third Amended and Restated Certificate of Incorporation (as amended, the “Charter”) with the office of the Secretary of State of the State of Delaware (the “Delaware SOS”) to effect (i) an increase in the number of authorized shares of common stock, par value $0.0001 per share, of the Company (“FFAI Common Stock”) from 167,245,313 to 232,470,985 shares, and (ii) an increase in the number of authorized shares of preferred stock, par value $0.0001 per share, of the Company (“FFAI Preferred Stock”) from 12,900,000 to 17,931,000 shares, increasing the total number of authorized shares of FFAI Common Stock and FFAI Preferred Stock from 180,145,313 shares to 250,401,985 shares.”
Newbury Street Acquisition Corp

Newbury Street Acquisition Corp: Amended Second Amended and Restated Certificate of Incorporation to extend business combination deadline from September 25, 2025 to March 25, 2026 (effective 2025-09-24).

“On September 24, 2025, the Company filed an amendment to its Second Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware (the “Charter Amendment”) to extend the date by which the Company has to consummate a business combination from September 25, 2025 to March 25, 2026.”
SBET Sharplink, Inc.

Sharplink, Inc.: Increased authorized common shares from 500,000,000 to 2,500,000,000 via Third Certificate of Amendment (effective 2025-09-25).

“On September 25, 2025, the SharpLink Gaming, Inc. (the "Company") filed a Third Certificate of Amendment (the "Certificate of Amendment") to the Company’s Amended and Restated Certificate of Incorporation, as amended, with the Secretary of State of the State of Delaware to increase the number of authorized shares of the Company’s common stock, par value $0.0001 per share, from 500,000,000 to 2,500,000,000 and to make a corresponding change to the number of authorized shares of capital stock (the "Authorized Share Increase").”
FORMER BL STORES INC

FORMER BL STORES INC: Company changed its name from Big Lots, Inc. to Former BL Stores, Inc. via a Certificate of Amendment to its Amended Articles of Incorporation (effective 2025-09-23).

“On September 23, 2025, Big Lots, Inc. (the “Company”) filed a Certificate of Amendment to its Amended Articles of Incorporation (“Amendment”) with the Ohio Secretary of State to change its name to Former BL Stores, Inc. (the “Name Change”).”
CRI CARTERS INC

CARTERS INC: Filed Certificate of Designation of Series A Junior Participating Preferred Stock, effective September 24, 2025 (effective 2025-09-24).

“The Certificate of Designation was filed with the Delaware Secretary of State and became effective on September 24, 2025.”
DallasNews Corp

DallasNews Corp: Bylaws of Merger Sub became the bylaws of the Company.

“Pursuant to the terms of the Merger Agreement, at the Effective Time, the bylaws of Merger Sub, in effect immediately prior to the Effective Time, became the bylaws of the Company (except that all references to the name of Merger Sub were replaced with references to the name of the Company) (the “Bylaws”).”
DallasNews Corp

DallasNews Corp: Certificate of Formation amended and restated in its entirety.

“Pursuant to the terms of the Merger Agreement, at the Effective Time, the Certificate of Formation of the Company, as amended, in effect immediately prior to the Effective Time was amended and restated in its entirety (as amended and restated, the “Charter”).”
CETX CEMTREX INC

CEMTREX INC: Certificate of Amendment filed to effect a 1-for-15 reverse stock split (effective 2025-09-29).

“On September 24, 2025, the Company filed a Certificate of Amendment to its Certificate of Incorporation (the “Charter Amendment”) with the Secretary of State of the State of Delaware, pursuant to which, effective at 12:01 a.m. Eastern Time on September 29, 2025, the Reverse Split will be effected.”
LNAI Lunai Bioworks Inc.

Lunai Bioworks Inc.: Filed Certificate of Amendment to effect a 1-for-10 reverse stock split of common stock, par value unchanged, effective September 29, 2025; authorized shares unchanged at 350,000,000 (effective 2025-09-29).

“On September 18, 2025, Lunai Bioworks, Inc. (the “ Company ”) filed a Certificate of Amendment to the Certificate of Incorporation of the Company (the “ Certificate of Amendment ”) with the Secretary of State of the State of Delaware to effect a 1-for-10 reverse stock split of the shares of the Company’s common stock, par value $0.0001 per share (the “ Common Stock ”), either issued and outstanding or held by the Company as treasury stock, effective as of 12:01 a.m. (New York time) on September 29, 2025 (the “ Reverse Stock Split ”).”
PTRN Pattern Group Inc.

Pattern Group Inc.: Amended and restated bylaws became effective in connection with IPO closing (effective 2025-09-22).

“On September 22, 2025, Pattern Group 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, and its amended and restated bylaws (the “Bylaws”) became effective, in connection with the closing of the initial public offering of shares of the Company’s Series A common stock”
PTRN Pattern Group Inc.

Pattern Group Inc.: Filed amended and restated certificate of incorporation in connection with IPO closing (effective 2025-09-22).

“On September 22, 2025, Pattern Group 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, and its amended and restated bylaws (the “Bylaws”) became effective, in connection with the closing of the initial public offering of shares of the Company’s Series A common stock”
EONR EON Resources Inc.

EON Resources Inc.: Adopted revised Code of Ethics to update company name and add procedures for NYSE American compliance (effective 2025-09-22).

“On September 22, 2025, the Board of Directors (the “Board”) of EON Resources Inc. (the “Company”) adopted a revised EON Resources Inc. Code of Ethics (the “Code”), which amended and restated the prior Code of Ethics of the Company.”
IBAC IB Acquisition Corp.

IB Acquisition Corp.: Amended articles of incorporation to extend deadline for business combination from September 28, 2025 to March 28, 2026 and modify related provisions (effective 2025-09-22).

“The Extension Amendment, among other things, (i) extends the date by which the Company must consummate its initial business combination to March 28, 2026 or such later date as may be approved by the Company’s stockholders in accordance with its amended and restated articles of incorporation;”
NCIQ Hashdex Nasdaq CME Crypto Index ETF

Hashdex Nasdaq CME Crypto Index ETF: Amended and restated trust agreement to reflect changes enabling reliance on generic listing rules (effective 2025-09-18).

“On September 18, 2025, Hashdex Nasdaq Crypto Index US ETF (the “Trust”)’s sponsor, Hashdex Asset Management Ltd. (the “Sponsor”), and CSC Delaware Trust Company, the Trustee of the Trust, entered into a Third Amended and Restated Trust Agreement (the “Trust Agreement”). The Trust Agreement made changes to the Second Amended and Restated Trust Agreement to reflect necessary changes in order to rely on the generic listing rules.”
LATA Galata Acquisition Corp. II

Galata Acquisition Corp. II: Filed amended and restated memorandum and articles of association (effective 2025-09-18).

“On September 19, 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 18, 2025.”
PISMO COAST VILLAGE INC

PISMO COAST VILLAGE INC: Amended Article VII of Bylaws to allow issuance of uncertificated shares (book-entry shares) in lieu of physical certificates while preserving existing transfer restrictions (effective 2025-09-20).

“On September 20, 2025 The Board of Directors determined that it is in the best interests of the Corporation and its shareholders to amend Article VII of the Bylaws to also allow for issuance of uncertificated shares (commonly known as book-entry shares) in lieu of physical certificates, while preserving existing transfer restrictions.”
FNRN FIRST NORTHERN COMMUNITY BANCORP

FIRST NORTHERN COMMUNITY BANCORP: Amended Sections 71 and 72 of the Bylaws to permit issuance of uncertificated securities for Direct Registration System participation and make conforming changes (effective 2025-09-17).

“On September 17, 2025, the Board of Directors (the “Board”) of First Northern Community Bancorp, a California corporation (the “Company,” “we” or “us”), approved amendments to the Amended and Restated Bylaws of the Company (the “Bylaws”), effective September 17, 2025, that permit the Company to issue uncertificated securities.”

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.