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
Enviri II Corp

Enviri II Corp: Adopted Code of Conduct.

“In connection with the Spin-Off, the Board adopted the Code of Conduct, a copy of which is available on New Enviri’s website at www.enviri.com.”
Enviri II Corp

Enviri II Corp: Amended and restated bylaws (effective 2026-05-29).

“New Enviri also amended and restated its Bylaws (the “Amended and Restated Bylaws”), effective as of May 29, 2026.”
Enviri II Corp

Enviri II Corp: Filed amended and restated certificate of incorporation (effective 2026-05-29).

“New Enviri filed an amended and restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”) with the Secretary of State of the State of Delaware, which became effective as of the time of filing.”
Enviri II Corp

Enviri II Corp: Increased authorized shares and effected stock split (effective 2026-05-29).

“The Split Amendment increased the number of authorized shares of New Enviri Common Stock and effected a stock split of the then-outstanding shares of New Enviri Common Stock.”
SCHW SCHWAB CHARLES CORP

SCHWAB CHARLES CORP: Certificate of Elimination filed to remove all matters related to Series I Preferred Stock from the certificate of incorporation (effective 2026-06-01).

“On June 1, 2026, The Charles Schwab Corporation (the “Company”) filed a Certificate of Elimination with the Secretary of State of the State of Delaware with respect to the Company’s 4.000% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series I (“Series I Preferred Stock”), which, effective upon filing, eliminated from the Company’s Fifth Restated Certificate of Incorporation, as amended, all matters set forth in the Certificate of Designations for the Series I Preferred Stock.”
DGAC DISCIPLINED GROWTH ACQUISITION Corp

DISCIPLINED GROWTH ACQUISITION Corp: Filed amended and restated memorandum and articles of association in connection with IPO (effective 2026-05-26).

“On May 26, 2026, 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 May 26, 2026.”
IOT Samsara Inc.

Samsara Inc.: Adoption of new Nevada bylaws in connection with reincorporation from Delaware to Nevada (effective 2026-06-01).

“the affairs of the Company ceased to be governed by the laws of the State of Delaware and the Company’s existing amended and restated certificate of incorporation and amended and restated bylaws, and instead became governed by the laws of the State of Nevada and the articles of incorporation filed with the Secretary of State of the State of Nevada (the “Nevada Charter”) and the bylaws approved by the Company’s board of directors (the “Nevada Bylaws”)”
IOT Samsara Inc.

Samsara Inc.: Reincorporation from Delaware to Nevada replaced the existing charter with a new Nevada charter, effective June 1, 2026 (effective 2026-06-01).

“the reincorporation of the Company from the State of Delaware to the State of Nevada (the “Reincorporation”) became effective on June 1, 2026, at 12:02 a.m. Pacific Time”
DCOM Dime Community Bancshares, Inc. /NY/

Dime Community Bancshares, Inc. /NY/: Changed corporate name from Dime Community Bancshares, Inc. to Dime Commercial Bancshares, Inc (effective 2026-05-28).

“On May 28, 2026, the Company filed with the Department of State of the State of New York a Certificate of Amendment to Certificate of Incorporation to change our corporate name from Dime Community Bancshares, Inc. to Dime Commercial Bancshares, Inc., effective immediate.”
WORLDS INC

WORLDS INC: Company amended ARTICLE FIRST of its Certificate of Incorporation to change its name to Gemaxel Inc (effective 2026-03-26).

“On March 26, 2026 the Company amended ARTICLE FIRST of its Certificate of Incorporation and changed its name to Gemaxel Inc. from Worlds Inc.”
CPSH CPS TECHNOLOGIES CORP/DE/

CPS TECHNOLOGIES CORP/DE/: Increased authorized common stock from 20,000,000 to 25,000,000 shares (effective 2026-05-27).

“On May 27, 2026, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment (the “Amendment”) of the Company’s Restated Certificate of Incorporation, effective as of the same date. The Amendment increased the number of shares of common stock, $0.01 par value per share (the “Common Stock”), that the Company is authorized to issue from 20,000,000 to 25,000,000.”
BTCS BTCS Inc.

BTCS Inc.: Amended quorum requirement from majority to 33.3% of voting power (effective 2026-05-29).

“On May 29, 2026, the board of directors of BTCS Inc. (the “Company”) approved an amendment to the Company’s Amended and Restated Bylaws (the “Bylaws”) and adopted an amendment to the quorum requirement contained in Article II, Section 2.9 of the Bylaws (the “Amendment”) to provide that the holders of thirty-three and one third percent (33.3%) of the voting power of the Company entitled to vote at a meeting of stockholders, present in person or represented by proxy, shall constitute a quorum for the transaction of business.”
CECO CECO ENVIRONMENTAL CORP

CECO ENVIRONMENTAL CORP: Increased maximum number of directors from nine to ten.

“The Bylaws Amendment increased the maximum number of directors that may constitute the full Board from nine to ten, to facilitate the expansion of the Board from eight to ten members and the appointment of two directors previously serving on the board of directors of Thermon, as contemplated by the Merger Agreement.”
STSS Sharps Technology Inc.

Sharps Technology Inc.: Company changed its name from Sharps Technology, Inc. to SkyAI, Inc. by filing a Certificate of Amendment to its articles of incorporation (effective 2026-05-26).

“filed a Certificate of Amendment to its articles of incorporation (the “Amendment”) to change the name of the Company to SkyAI, Inc.”
ZSPC zSpace, Inc.

zSpace, Inc.: Creation of new Series P-2 Convertible Preferred Stock through Certificate of Designations (effective 2026-05-28).

“On May 28, 2026, the Board approved a Certificate of Designations of Series P-2 Convertible Preferred Stock of zSpace, Inc. (the “Series P-2 COD”), creating a new series of preferred stock designated as “Series P-2 Convertible Preferred Stock” upon filing with the Secretary of State of the State of Delaware.”
ZSPC zSpace, Inc.

zSpace, Inc.: Amendment to Certificate of Designations of Series P Convertible Preferred Stock reducing authorized shares from 5,000,000 to 2,000,000 and reducing conversion price to $1.00 per share (effective 2026-05-28).

“The Series P Amendment: (i) reduces the authorized number of shares of Series P Convertible Preferred Stock from 5,000,000 to 2,000,000 shares; and (ii) reduces the current Conversion Price of the Series P Convertible Preferred Stock to $1.00 per share.”
ELOX Eloxx Pharmaceuticals, Inc.

Eloxx Pharmaceuticals, Inc.: Approved reverse stock split at a ratio between 1-for-2 and 1-for-20, with exact ratio determined by the Board; Board later approved a 1-for-11 reverse stock split and a reduction of authorized shares from 500,000,000 to 100,000,000 effective 5:00 p.m. ET on May 29, 2026 (effective 2026-05-29).

“On May 29, 2026, the Company filed with the Secretary of State of the State of Delaware (the "Delaware Secretary of State") a Certificate of Amendment to its Certificate of Incorporation (the "Certificate of Amendment") to effect the Reverse Stock Split and Authorized Share Reduction.”
FDXF FedEx Freight Holding Company, Inc.

FedEx Freight Holding Company, Inc.: Changed fiscal year end from May 31 to December 31 (effective 2026-06-01).

“The Board has approved a change in the Company’s fiscal year end from May 31 to December 31, effective as of June 1, 2026 (the “Fiscal Year Change”).”
FDXF FedEx Freight Holding Company, Inc.

FedEx Freight Holding Company, Inc.: Amended and restated bylaws in their entirety (effective 2026-06-01).

“the bylaws of the Company were amended and restated in their entirety by the amended and restated bylaws of the Company (the “Restated Bylaws”).”
FDXF FedEx Freight Holding Company, Inc.

FedEx Freight Holding Company, Inc.: Amended and restated certificate of incorporation in its entirety (effective 2026-06-01).

“As of 12:01 a.m., Central Time, on June 1, 2026, the certificate of incorporation, as amended by the Certificate of Amendment, was amended and restated in its entirety by an amended and restated certificate of incorporation of the Company (the “Restated Certificate”)”
FDXF FedEx Freight Holding Company, Inc.

FedEx Freight Holding Company, Inc.: Amended certificate of incorporation to create and authorize common stock and convert outstanding shares (effective 2026-05-27).

“As of 9:30 a.m., Eastern Time, on May 27, 2026, the certificate of incorporation of the Company was amended by the certificate of amendment to the certificate of incorporation of the Company (the “Certificate of Amendment”), which, among other things, (i) created and authorized 500,000,000 shares of the Company’s common stock, par value $0.10 per share (the “Common Stock”), and (ii) converted the total number of shares of the Common Stock issued and outstanding into a number of validly issued, fully paid, and non-assessable shares of the Common Stock authorized for issuance pursuant to the Certificate of Amendment equal to 149,505,248.”
RDAC Rising Dragon Acquisition Corp.

Rising Dragon Acquisition Corp.: Amended and restated memorandum and articles of association to extend the business combination deadline from July 15, 2026 to October 15, 2027, with up to fifteen monthly extensions (effective 2026-05-28).

“Subsequent to the approval by its shareholders at the Extension Meeting of Rising Dragon’s second amended and restated memorandum and articles of association (the “Amended Charter”), the Company filed the Amended Charter with the Cayman Islands Registrar of Companies, effective May 28, 2026”
GIG GigCapital7 Corp.

GigCapital7 Corp.: Company ceased being a shell company as a result of the business combination.

“As a result of the Business Combination, the Company ceased being a shell company.”
GIG GigCapital7 Corp.

GigCapital7 Corp.: Amended and restated bylaws to establish advance notice procedures, restrict share transfers for a lock-up period, and provide for other governance provisions.

“In connection with the Closing of the Business Combination, GigCapital7’s bylaws were amended and restated (the “ Amended and Restated Bylaws ”). The Amended and Restated Bylaws, among other things, (i) establish advance notice procedures for stockholder proposals and director nominations to be brought before meetings of stockholders, (ii) restrict the transfer of shares of Combined Company Common Stock issued as consideration pursuant to the Merger, and shares issued to directors, officers and employees upon the settlement or exercise of equity awards, subject to certain customary transfer exceptions, from the Closing until the earliest of (a) six months following the Closing Date, (b) subsequent to Closing, the date on which the closing price of Combined Company Common Stock equals or exceeds $11.50 per share for any 20 Trading Days within any 30 consecutive Trading Day period commencing at least 90 days after the Closing Date, or (c) subsequent to the Closing, the date on which the”
GIG GigCapital7 Corp.

GigCapital7 Corp.: Amended and restated certificate of incorporation to change company name to Hadron Energy, Inc., classify board, remove SPAC provisions, increase authorized shares, amend corporate opportunities and exclusive forum provisions, and restrict stockholder action by written consent.

“Immediately prior to the Closing of the Business Combination, GigCapital7’s amended and restated certificate of incorporation (the “ Charter ”), was further amended and restated in its entirety (as so amended and restated, the “ Amended and Restated Certificate of Incorporation ”) to, among other things: (a) change the post-combination company’s name to Hadron Energy, Inc.; (b) classify and divide the Board into three classes, each with terms expiring at different times; (c) delete all provisions relating to Domesticated GigCapital7 as a special purpose acquisition company, the Business Combination and the redemption rights of the Public Shares in connection with the Closing of the Business Combination (including the prior provisions of Article IV, Section 4.8 (Business Combination) and references thereto); (d) increase the authorized share capital of the Company to 625,000,000 total shares, consisting of (i) 615,000,000 shares of common stock, par value $0.0001 per share, and (ii) 10,”
FXAC FortuneX Acquisition Corp

FortuneX Acquisition Corp: Adopted Amended and Restated Memorandum and Articles of Association effective upon effectiveness of Registration Statement (effective 2026-05-19).

“On May 19, 2026, the Company adopted its Amended and Restated Memorandum and Articles of Association, which became effective upon the effectiveness of the Company’s Registration Statement.”
Matternet, Inc.

Matternet, Inc.: Amended and restated certificate of incorporation.

“At the Effective Time, we amended and restated our certificate of incorporation.”
Matternet, Inc.

Matternet, Inc.: Amended and restated bylaws in their entirety.

“At the Effective Time, we amended and restated our bylaws in their entirety.”
Matternet, Inc.

Matternet, Inc.: Company 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, we have ceased to be a shell company.”
Matternet, Inc.

Matternet, Inc.: Changed fiscal year from December 31 to September 30.

“Change in Fiscal Year At the Effective Time, we changed our fiscal year from December 31 to September 30, which is the fiscal year of Legacy Matternet.”
SKYE Skye Bioscience, Inc.

Skye Bioscience, Inc.: Certificate of Amendment filed to increase authorized shares of common stock from 100,000,000 to 300,000,000 (effective 2026-05-28).

“On May 28, 2026, Skye Bioscience, Inc., a Nevada corporation (the “Company”) filed a Certificate of Amendment to the Company’s Articles of Incorporation (the “Articles”) with the Nevada Secretary of State, to amend Section 1 of Article IV of the Articles to increase the number of authorized shares of common stock, par value $0.001 per share (the “common stock”), of the Company from 100,000,000 to 300,000,000 (the “Charter Amendment”).”
FIBK FIRST INTERSTATE BANCSYSTEM INC

FIRST INTERSTATE BANCSYSTEM INC: Approved and filed an amendment to the Certificate of Incorporation to implement a plurality voting standard for contested director elections, while retaining majority voting for uncontested elections (effective 2026-05-28).

“the Company’s shareholders approved an amendment to the Company’s Certificate of Incorporation (the “Charter Amendment”) to implement in conjunction with the Company’s Amended and Restated Bylaws (the “Bylaws”) a plurality voting standard with respect to the election of directors in the event of a contested election of directors, as defined in the Bylaws. A majority vote standard will continue to apply for the election of directors in an uncontested election. On May 28, 2026, the Company filed the Charter Amendment with the Secretary of State of Delaware, at which time the Charter Amendment became effective.”
FIBK FIRST INTERSTATE BANCSYSTEM INC

FIRST INTERSTATE BANCSYSTEM INC: Reduced the board size from 14 to 11 directors and reduced the number of directors in each class.

“e of the Board from 14 to 11 directors and correspondingly reduced the number of directors in each class of the Board to eliminate any vacancy that otherwise would have resulted from the retirements.”
FFAI FARADAY FUTURE INTELLIGENT ELECTRIC INC.

FARADAY FUTURE INTELLIGENT ELECTRIC INC.: Eliminated the designation of Series A Preferred Stock and returned the share to authorized but unissued preferred stock (effective 2026-05-27).

“On May 27, 2026, prior to the Company’s filing of the Certificate of Amendment with the office of the Delaware SOS, the Company filed a Certificate of Elimination (the “Certificate of Elimination”) with the Delaware SOS with respect to the Company’s Series A Preferred Stock, par value $0.0001 per share (“FFAI Series A Preferred Stock”), following the automatic redemption of all outstanding shares of FFAI Series A Preferred Stock after the conclusion of the Company’s Annual Meeting.”
FFAI FARADAY FUTURE INTELLIGENT ELECTRIC INC.

FARADAY FUTURE INTELLIGENT ELECTRIC INC.: Increased authorized shares of common stock from 312,285,439 to 452,813,887 and preferred stock from 24,087,265 to 34,926,534 (effective 2026-05-27).

“On May 27, 2026, Faraday Future Intelligent Electric Inc. (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 312,285,439 shares to 452,813,887 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 24,087,265 shares to 34,926,534 shares, increasing the total number of authorized shares of FFAI Common Stock and FFAI Preferred Stock from 336,372,704 shares to 487,740,421 shares.”
LRHC La Rosa Holdings Corp.

La Rosa Holdings Corp.: Corrected Certificate of Designation of Series D Preferred Stock to increase authorized shares from 250 to 500 and correct effective dates (effective 2026-05-27).

“On May 27, 2026, the Company filed with the Nevada Secretary of State a Certificate of Correction (the “Certificate of Correction”) to the Certificate of Designation of Series D Preferred Stock to correct an inadvertent error in the authorized number of shares of Series D Convertible Preferred Stock, par value $0.0001 per share (the “Series D Preferred Stock”), that the Company is authorized to issue by modifying Section 1 of the Certificate of Designation of Series D Preferred Stock to correctly state that the number of authorized shares of Series D Preferred Stock is 500 shares instead of 250 shares.”
SCYX SCYNEXIS INC

SCYNEXIS INC: Amended certificate of incorporation to effect a one-for-eight reverse stock split and reduce authorized shares from 150,000,000 to 18,750,000 (effective 2026-05-29).

“On May 28, 2026, SCYNEXIS, Inc., a Delaware corporation (the “Company”), filed with the Secretary of State of the State of Delaware a Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Amendment”), to effect a one-for-eight (1:8) reverse stock split of its outstanding common stock (the “Reverse Stock Split”) and a reduction in the total number of authorized shares of its common stock from 150,000,000 to 18,750,000, effective as of May 29, 2026 (the “Share Reduction”).”
OPLN OPENLANE, Inc.

OPENLANE, Inc.: Filed Certificate of Elimination to remove Series A Convertible Preferred Stock designation from the Amended and Restated Certificate of Incorporation (effective 2026-05-29).

“On May 29, 2026, OPENLANE, Inc. (the “Company”) filed a Certificate of Elimination (the “Certificate of Elimination”) with the Secretary of State of the State of Delaware effecting the elimination of the Certificate of Designations relating to the Company’s Series A Convertible Preferred Stock (the “Series A Preferred Stock”) previously filed by the Company with the Secretary of State of the State of Delaware on June 9, 2020.”
KIDZ Classover Holdings, Inc.

Classover Holdings, Inc.: Company changed its name from Classover Holdings, Inc. to KIDZ AI Inc. via a certificate of change to the certificate of incorporation (effective 2026-05-26).

“On May 26, 2026, the Company filed a certificate of change to the Company’s certificate of incorporation (“Certificate of Change”) to change the Company’s name from “Classover Holdings, Inc.” to “KIDZ AI Inc.””
SLXN Silexion Therapeutics Corp

Silexion Therapeutics Corp: On May 28, 2026, the Company filed a certificate amending its Amended and Restated Memorandum of Association to effect a 1-for-10 reverse share split, increasing par value from $0.0135 to $0.135 per share and reducing issued and outstanding ordinary shares proportionately (effective 2026-05-28).

“On May 28, 2026, the Company’s Board of Directors, acting pursuant to that approval by the Company’s shareholders, effected the Reverse Share Split following the close of trading on the Nasdaq Capital Market through the filing of a certificate with the Companies Registry of the Cayman Islands that served as an effective amendment to the Company’s Amended and Restated Memorandum of Association (the “ Memorandum Amendment ”).”
CAL CALERES INC

CALERES INC: Board of Directors amended Article II, Section 1 of the Bylaws to decrease the number of directors from eleven to ten (effective 2026-05-28).

“On May 28, 2026, the Board of Directors amended Article II, Section 1 of the Company’s Bylaws to decrease the number of directors from eleven to ten, effective May 28, 2026.”
RGR STURM RUGER & CO INC

STURM RUGER & CO INC: Approved amendment to Certificate of Incorporation increasing authorized shares of common stock from 40 million to 60 million shares (effective 2026-05-28).

“On May 27, 2026, the Company’s stockholders approved an amendment (the “ Charter Amendment ”) to the Company’s Certificate of Incorporation, as amended, to increase the number of authorized shares of the Company’s common stock, par value $1.00 per share (the “ Common Stock ”) to 60 million shares. The Charter Amendment became effective upon its filing with the Secretary of State of the State of Delaware on May 28, 2026.”
PRHI Presurance Holdings, Inc.

Presurance Holdings, Inc.: Approved a 1-for-7 reverse stock split of common stock, effective June 1, 2026, by filing a Certificate of Amendment to the Articles of Incorporation (effective 2026-06-01).

“On May 28, 2026, the Company filed with the Secretary of State of the State of Michigan (the “Michigan Secretary of State”) a Certificate of Amendment to its Articles of Incorporation (the “Certificate of Amendment”) to effect the Reverse Stock Split.”
RLMD RELMADA THERAPEUTICS, INC.

RELMADA THERAPEUTICS, INC.: Increased authorized common shares from 150,000,000 to 200,000,000 (effective 2026-05-28).

“On May 28, 2026, Relmada Therapeutics, Inc. (the “Company”) filed a Certificate of Amendment to its Articles of Incorporation, as amended, with the Secretary of State of Nevada to increase the number of authorized shares of the Company’s common stock from 150,000,000 to 200,000,000 shares (the “ Charter Amendment ”).”
TFSL TFS Financial CORP

TFS Financial CORP: Decreased the size of the Board of Directors from twelve members to eleven members (effective 2026-05-28).

“The Board of Directors has approved an amendment to the Company's Bylaws, effective May 28, 2026, to decrease the size of the Board from twelve members to eleven members.”
GROO GROOVY COMPANY, INC.

GROOVY COMPANY, INC.: Articles of Amendment reduced authorized common stock from 20 billion to 100 million shares and restructured authorized preferred stock into three series (Series S, Series A, Series B) totaling 1.7 billion shares (effective 2026-04-14).

“On April 14, 2026, Articles of Amendment to the Articles of Incorporation of the Company (the “Articles of Amendment”) became effective upon acceptance for filing by the Secretary of State of the State of Wyoming.”
GROO GROOVY COMPANY, INC.

GROOVY COMPANY, INC.: Rescission of prior 5.03 disclosure; board review of governance matters pending; office address reverted pending further action.

“ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR. The Registrant hereby rescinds and withdraws all disclosures contained in Item 5.03 of the Prior Form 8-K.”
AMWD AMERICAN WOODMARK CORP

AMERICAN WOODMARK CORP: Bylaws amended and restated to match Merger Sub's bylaws with name change.

“the Articles of Incorporation and Bylaws of American Woodmark were each amended and restated in their entirety to be the same as the Articles of Incorporation and Bylaws of Merger Sub as in effect immediately prior to the Effective Time, except that references to Merger Sub’s name were replaced with references to American Woodmark’s name.”
AMWD AMERICAN WOODMARK CORP

AMERICAN WOODMARK CORP: Articles of Incorporation amended and restated to match Merger Sub's articles with name change.

“the Articles of Incorporation and Bylaws of American Woodmark were each amended and restated in their entirety to be the same as the Articles of Incorporation and Bylaws of Merger Sub as in effect immediately prior to the Effective Time, except that references to Merger Sub’s name were replaced with references to American Woodmark’s name.”
DAIC CID Holdco, Inc.

CID Holdco, Inc.: Approved and implemented a one-for-twenty-five reverse stock split, amending the Company's Certificate of Incorporation (effective 2026-05-29).

“Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. The information set forth in Item 3.03 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 5.03. A copy of the Certificate of Amendment is attached hereto as Exhibit 3.1 and is incorporated herein by reference.”

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.