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
IVF INVO Fertility, Inc.

INVO Fertility, Inc.: 1-for-3 reverse stock split of common stock, with proportionate reduction in authorized shares and adjustments to options/warrants (effective 2025-07-21).

“On July 18, 2025, INVO Fertility, Inc. (the “Company”) filed a Certificate of Change (the “Certificate of Change”) with the Secretary of State of the State of Nevada to effectuate a 1-for-3 reverse stock split (the “Reverse Stock Split”) of the Company’s issued and outstanding and authorized shares of common stock, par value $0.0001 per share (“Common Stock”). The Reverse Stock Split became effective at 12:01 a.m., Eastern Time, on Monday, July 21, 2025”
KSCP Knightscope, Inc.

Knightscope, Inc.: Reduced quorum requirement for stockholder meetings from majority of voting power to one-third (33 1/3%) of voting power (effective 2025-07-18).

“Effective July 18, 2025, the Board of Directors of Knightscope, Inc. (the “ Company ”) adopted the Amended and Restated Bylaws which reduced the quorum required for stockholder meetings from the holders of the shares of stock having a majority of the votes which could be cast by the holders of all outstanding shares of stock entitled to vote at the meeting (the “ Prior Quorum Requirement ”) to one-third (33 1/3%) of the voting power of shares of stock which could be cast by the holders of all outstanding shares of stock entitled to vote at the meeting (the “ Amended Quorum Requirement ”).”
BSTT Blackstone Real Estate Income Trust, Inc.

Blackstone Real Estate Income Trust, Inc.: Increased authorized shares and designated new classes of common stock (Class T-2, S-2, D-2) (effective 2025-07-18).

“On July 18, 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 increase the number of shares of capital stock that the Company has authority to issue to 16,400,000,000 and the number of shares of common stock, par value $0.01 per share, that the Company has authority to issue to 16,300,000,000. Immediately following the filing of the Articles of Amendment, the Company filed with SDAT Articles Supplementary (the “Articles Supplementary” and, together with the Articles of Amendment, the “Charter Amendments”) to its charter, pursuant to which the Company classified and designated the following authorized but unissued shares of common stock: 400,000,000 as Class T-2 shares, 2,500,000,000 as Class S-2 shares and 1,400,000,000 as Class D-2 shares.”
SABS SAB Biotherapeutics, Inc.

SAB Biotherapeutics, Inc.: Filed Certificate of Designations creating Series B Convertible Preferred Stock (effective 2025-07-21).

“Pursuant to the terms of the Securities Purchase Agreement, on July 21, 2025, the Company filed the Certificate of Designations with the Delaware Secretary of State designating 2,811,429 shares of its authorized and unissued preferred stock as Series B Convertible Preferred Stock.”
DTCX Datacentrex, Inc.

Datacentrex, Inc.: Withdrew the Certificate of Designation for Series B Convertible Preferred Stock, eliminating the series from the Articles of Incorporation (effective 2025-07-18).

“On July 18, 2025, the Company filed a Withdrawal of Designation (the “ Withdrawal of Designation ”) with the Secretary of State of the State of Nevada and terminated the designation of its Series B Preferred Convertible Voting Stock, par value $0.001 per share (the “ Preferred Stock ”). At the time of the filing of the Withdrawal of Designation, there were no shares of Preferred Stock issued and outstanding. The Withdrawal of Designation became effective upon filing and eliminated from the Articles of Incorporation all matters as set forth in the Certificate of Designation of Rights, Powers, Preferences, Privileges and Restrictions of Series B Preferred Convertible Voting Stock.”
DTCX Datacentrex, Inc.

Datacentrex, Inc.: Amended Section 2.5 of Article II of the Bylaws to require a two-thirds vote of stockholders to remove a director, only at an annual or special meeting (effective 2025-07-16).

“On July 16, 2025, the Board approved an amendment (the “ Amendment ”) to its Amended and Restated Bylaws (the “ Bylaws ”). Pursuant to the Amendment, Section 2.5 of Article II of the Bylaws was amended to provide that except as limited by the Company’s Articles of Incorporation (as amended, the “ Articles of Incorporation ”) or by law, a director may be removed by the stockholders only at an annual meeting of stockholders or at a special meeting of stockholders called for such purpose and otherwise in conformity with the Bylaws, and only by the affirmative vote of the holders of two-thirds of the voting power of all the shares entitled to vote at such meeting.”
Starwood Credit Real Estate Income Trust

Starwood Credit Real Estate Income Trust: Trust executed Second Amended and Restated Declaration of Trust designating CalSTRS as an excepted holder for ownership limitations (effective 2025-07-17).

“Effective on July 17, 2025, the Trust executed its Second Amended and Restated Declaration of Trust (the “Second A&R Declaration of Trust”) which provides, among other things, that CalSTRS is an excepted holder for purposes of the Trust’s ownership limitations set forth in the Second A&R Declaration of Trust.”
PAII Pyrophyte Acquisition Corp. II

Pyrophyte Acquisition Corp. II: Company adopted its Amended and Restated Memorandum and Articles of Association in connection with the IPO (effective 2025-07-16).

“On July 16, 2025, in connection with the IPO, the Company adopted its Amended and Restated Memorandum and Articles of Association (the “ Amended Articles ”), effective the same day.”
DDS DILLARD'S, INC.

DILLARD'S, INC.: Elimination of Certificate of Designations for Series A Junior Participating Preferred Stock (effective 2025-07-18).

“On July 18, 2025, Dillard’s, 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 Junior Participating Preferred Stock”
CREG Smart Powerr Corp.

Smart Powerr Corp.: Effected a 1-for-10 reverse stock split of Common Stock via Certificate of Change to Articles of Incorporation (effective 2025-07-18).

“On June 30, 2025, Smart Powerr Corp., a Nevada corporation (the “Company”), filed a Certificate of Change Pursuant to Section 78.209 of the Nevada Revised Statutes (“NRS”) with the Secretary of State of Nevada, to be effective as of July 18, 2025 (the “Effective Date”), at which time a 1-for-10 reverse stock split of the Company’s authorized shares of Common Stock, par value $0.001 per share (the “Common Stock”), accompanied by a corresponding decrease in the Company’s issued and outstanding shares of Common Stock (the “Reverse Stock Split”), shall be effected.”
CCNE CNB FINANCIAL CORP/PA

CNB FINANCIAL CORP/PA: Amended bylaws to allow the Board to grant waivers to the mandatory director retirement age for director appointments in connection with business combinations (effective 2025-07-15).

“On July 15, 2025, the Board amended the CNB’s Third Amended and Restated Bylaws to provide the Board with the ability to grant waivers to the mandatory director retirement age solely for director appointments in connection with business combinations.”
FARO TECHNOLOGIES INC

FARO TECHNOLOGIES INC: Amended and restated the Company's Amended and Restated Bylaws in their entirety, effective at the Effective Time.

“the Company’s Amended and Restated Bylaws, as in effect immediately prior to the Effective Time, were amended and restated in their entirety”
FARO TECHNOLOGIES INC

FARO TECHNOLOGIES INC: Amended and restated the Company's Amended and Restated Articles of Incorporation in their entirety, effective at the Effective Time.

“the Company’s Amended and Restated Articles of Incorporation as in effect immediately prior to the Effective Time were amended and restated in their entirety”
SOBR SOBR Safe, Inc.

SOBR Safe, Inc.: Amended and Restated Bylaws to implement a staggered board structure with three classes of directors (effective 2025-07-17).

“The stockholders approved the Amended and Restated Bylaws to, among other things, implement a staggered Board structure whereby the Board of Directors shall be divided into three classes”
Blueprint Medicines Corp

Blueprint Medicines Corp: Surviving Corporation's bylaws were amended and restated in their entirety as the Second Amended and Restated Bylaws (effective 2025-07-18).

“Pursuant to the terms of the Merger Agreement, as of the Effective Time, the Surviving Corporation’s certificate of incorporation was amended and restated in its entirety (as so amended and restated, the “Sixth Amended and Restated Certificate of Incorporation”), and the Surviving Corporation’s bylaws were amended and restated in their entirety (as so amended and restated, the “Second Amended and Restated Bylaws”).”
Blueprint Medicines Corp

Blueprint Medicines Corp: Surviving Corporation's certificate of incorporation was amended and restated in its entirety as the Sixth Amended and Restated Certificate of Incorporation (effective 2025-07-18).

“Pursuant to the terms of the Merger Agreement, as of the Effective Time, the Surviving Corporation’s certificate of incorporation was amended and restated in its entirety (as so amended and restated, the “Sixth Amended and Restated Certificate of Incorporation”), and the Surviving Corporation’s bylaws were amended and restated in their entirety (as so amended and restated, the “Second Amended and Restated Bylaws”).”
RFL Rafael Holdings, Inc.

Rafael Holdings, Inc.: Adopted Fourth Amended and Restated By-Laws adding ex-officio (non-voting) directors and authorizing vice chairman position, with corresponding changes to various articles and sections (effective 2025-07-14).

“On July 14, 2025, the Board of Directors of the Company adopted the Company’s Fourth Amended and Restated By-Laws, effective as of July 14, 2025, with the effect of adding ex-officio (non-voting) directors (in addition to voting directors) to the Board and authorizing the officer position of vice chairman and making corresponding changes to the following Articles and Sections: ● Article III, Sections 1, 2, 3, 4, 5, 6, 8, and 11. ● Article IV, Section 1. ● Article IX.”
Generation Bio Co.

Generation Bio Co.: Filed Certificate of Amendment to effect a 1-for-10 reverse stock split of common stock, effective July 21, 2025 (effective 2025-07-21).

“On July 18, 2025, Generation Bio Co. (the “Company”) filed a Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware, which will effect, as of 5:00 p.m. Eastern Time, on July 21, 2025 (the “Effective Time”), a 1-for-10 reverse stock split”
STSS Sharps Technology Inc.

Sharps Technology Inc.: Certificate of Designation designating rights, preferences, privileges of Preferred Stock, filed with Nevada Secretary of State (effective 2025-07-16).

“On July 16, 2025, the Company filed a certificate of designation (the “Certificate of Designation”) with the Secretary of State of Nevada, effective 12:00 p.m. PDT, designating the rights, preferences, privileges and restrictions of the shares of Preferred Stock.”
PLMJF Plum Acquisition Corp. III

Plum Acquisition Corp. III: Extended the date by which the company must consummate a business combination to July 30, 2026, or such earlier date as determined by the board of directors (effective 2025-07-16).

“Plum Acquisition Corp. III (the "Company") filed an amendment to its Third Amended and Restated Memorandum and Articles of Association (as amended, the "A&R Charter") on July 16, 2025, which extended the date by which the Company has to consummate a business combination to July 30, 2026, or such earlier date as shall be determined by the Company's board of directors (the "Extension Proposal").”
GDST Goldenstone Acquisition Ltd.

Goldenstone Acquisition Ltd.: Amended and Restated Certificate of Incorporation to extend the business combination deadline from June 21, 2025 to June 21, 2026, with up to 12 monthly extensions (effective 2025-06-18).

“The Company filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation on June 18, 2025 reflecting the amendments approved at the Special Meeting.”
PFSA Profusa, Inc.

Profusa, Inc.: NorthView ceased to be a shell company upon closing of the business combination.

“NorthView ceased to be a shell company upon the Closing.”
KIDZ Classover Holdings, Inc.

Classover Holdings, Inc.: Approved amendment to increase authorized Class B Common Stock from 450,000,000 to 2,000,000,000 shares (effective 2025-07-18).

“a proposal to approve an amendment to the Company’s amended and restated certificate of incorporation to increase the total number of shares of Class B Common Stock the Company is authorized to issue from 450,000,000 shares to 2,000,000,000 shares”
SPEG Silver Pegasus Acquisition Corp.

Silver Pegasus Acquisition Corp.: Adoption of Second Amended and Restated Memorandum and Articles of Association in connection with the IPO (effective 2025-07-14).

“On July 14, 2025, in connection with the IPO, the Company adopted its Second Amended and Restated Memorandum and Articles of Association.”
PEW GrabAGun Digital Holdings Inc.

GrabAGun Digital Holdings Inc.: As a result of the Business Combination, the Company ceased to be a shell company (effective 2025-07-15).

“As a result of the Business Combination, the Company ceased to be a shell company.”
PEW GrabAGun Digital Holdings Inc.

GrabAGun Digital Holdings Inc.: The Company adopted a new code of business conduct and ethics applicable to its employees, officers, and directors (effective 2025-07-15).

“In connection with the Closing of the Business Combination, on July 15, 2025 and effective as of such date, the Company’s board of directors adopted a new code of business conduct and ethics (the “ Code ”) applicable to the Company’s employees, officers, and directors.”
PEW GrabAGun Digital Holdings Inc.

GrabAGun Digital Holdings Inc.: The Company's board of directors approved and adopted amended and restated Bylaws, effective as of the closing of the Business Combination (effective 2025-07-15).

“On the Closing Date, the Company’s board of directors approved and adopted the Amended and Restated Bylaws of the Company (the “ Bylaws ”), effective as of the Closing.”
PEW GrabAGun Digital Holdings Inc.

GrabAGun Digital Holdings Inc.: The Company amended and restated its Certificate of Formation to increase authorized shares to 210,000,000, require cause for director removal with a 66-2/3% supermajority vote, and change other voting thresholds (effective 2025-07-15).

“At the Special Meeting, the Colombier shareholders approved an Amended and Restated Certificate of Formation of the Company (the “ Certificate of Formation ”) to replace the Company’s current certificate of formation following the Business Combination. The Certificate of Formation, among other things, increased the total number of authorized shares of the Company’s capital stock to 210,000,000 shares, provided that directors can only be removed for cause at a meeting called for such purpose by the affirmative vote of shareholders representing at least sixty-six and two-thirds percent (66-2/3%) of voting power of the outstanding shares of Company Common Stock and amended certain other voting thresholds.”
SOCA Solarius Capital Acquisition Corp.

Solarius Capital Acquisition Corp.: Adopted Amended and Restated Memorandum and Articles of Association in connection with the IPO, effective July 15, 2025 (effective 2025-07-15).

“On July 15, 2025, in connection with the IPO, the Company adopted its Amended and Restated Memorandum and Articles of Association (the "Amended Charter"), effective the same day.”
HESS CORP

HESS CORP: By-laws amended and restated in their entirety upon consummation of merger.

“Hess’s certificate of incorporation and by-laws were amended and restated in their entirety.”
HESS CORP

HESS CORP: Certificate of incorporation amended and restated in its entirety upon consummation of merger.

“Hess’s certificate of incorporation and by-laws were amended and restated in their entirety.”
MU MICRON TECHNOLOGY INC

MICRON TECHNOLOGY INC: Adopted Amended and Restated Bylaws adjusting Delaware exclusive forum provision and making ministerial, clarifying and conforming changes (effective 2025-07-17).

“On July 17, 2025, the Board of Directors (the “ Board ” ) of Micron Technology, Inc. (the “ Company ” ) approved the Company ’ s Amended and Restated Bylaws (the “ Amended Bylaws ” ), effective as of such date.”
WCC WESCO INTERNATIONAL INC

WESCO INTERNATIONAL INC: Amended bylaws to implement procedural and disclosure requirements for special meeting requests and other clarifying changes (effective 2025-07-16).

“The Company’s Board of Directors also approved and adopted certain amendments to the Company’s By-Laws (as so amended and restated, the “Amended and Restated By-Laws”), effective July 16, 2025, to implement procedural and disclosure requirements relating to the exercise of the right to request a special meeting of stockholders, and to incorporate other conforming or clarifying changes.”
WCC WESCO INTERNATIONAL INC

WESCO INTERNATIONAL INC: Amended certificate of incorporation to grant stockholders the right to request a special meeting (effective 2025-07-16).

“On July 16, 2025, WESCO International, Inc. (the “Company”) filed with the Secretary of State of the State of Delaware a Certificate of Amendment to the Company’s Restated Certificate of Incorporation (the “Certificate of Amendment”) to effect an amendment to provide stockholders with the right to request a special meeting of stockholders”
ANSYS INC

ANSYS INC: Bylaws amended and restated in their entirety upon merger effective time.

“Pursuant to the Merger Agreement, effective as of the Effective Time, the certificate of incorporation and the bylaws of the Company were amended and restated in their entirety.”
ANSYS INC

ANSYS INC: Certificate of incorporation amended and restated in its entirety upon merger effective time.

“Pursuant to the Merger Agreement, effective as of the Effective Time, the certificate of incorporation and the bylaws of the Company were amended and restated in their entirety.”
CSLM ACQUISITION CORP.

CSLM ACQUISITION CORP.: Amended Trust Agreement to extend Termination Date to October 18, 2025 (effective 2025-10-18).

“an amendment to the Trust Agreement, to extend the Termination Date until October 18, 2025”
CSLM ACQUISITION CORP.

CSLM ACQUISITION CORP.: Amended Articles of Association to extend business combination deadline to October 18, 2025 (effective 2025-10-18).

“to amend the Company’s Articles of Association to extend the date by which it has to complete a business combination on a semi-monthly basis until October 18, 2025”
SPMC Sound Point Meridian Capital, Inc.

Sound Point Meridian Capital, Inc.: Filed Certificate of Designation for Series B Preferred Shares, as amended by Certificate of Correction, designating 2,300,000 shares with specific terms (effective 2025-07-11).

“On July 11, 2025, the Company filed with the Secretary of State of the State of Delaware the Certificate of Designation for the Series B Preferred Shares, as amended by the Certificate of Correction filed with the Secretary of State of the State of Delaware on July 16, 2025, which designates a total of 2,300,000 Series B Preferred Shares”
Nabors Energy Transition Corp. II

Nabors Energy Transition Corp. II: Amended articles to allow board to extend business combination deadline monthly up to July 18, 2026 without further shareholder vote (effective 2025-07-17).

“As approved by the Company’s shareholders at the Extraordinary General Meeting, the Company filed its Amended Articles with the Registrar of Companies in the Cayman Islands on July 17, 2025 in order to implement the Monthly Extension Option.”
ICAD INC

ICAD INC: Amended and restated bylaws in connection with consummation of the Merger.

“the amended and restated by-laws of iCAD were amended and restated as set forth in Exhibit 3.2 to this Current Report on Form 8-K”
ICAD INC

ICAD INC: Certificate of incorporation amended and restated in connection with consummation of the Merger.

“the certificate of incorporation of iCAD was amended and restated as set forth in Exhibit 3.1 to this Current Report on Form 8-K”
STLE STEELE BANCORP INC

STEELE BANCORP INC: Amended Bylaws to set board size at 12 members and except J. Donald Steele, Jr. from mandatory retirement age 73; vacancy provision repealed (effective 2025-07-17).

“As provided in the Agreement and Plan of Merger dated September 24, 2024 between Mifflinburg Bancorp, Inc. (the "Corporation") and Northumberland Bancorp, on July 17, 2025, the Board of Directors of the Corporation amended its Bylaws to provide (i) that the Board of Directors shall consist of twelve (12) members, and (ii) that J. Donald Steele, Jr. shall be excepted from the age 73 mandatory retirement age.”
NTRB NutriBand Inc.

NutriBand Inc.: Authorized a new series of preferred stock, Series A Convertible Preferred Stock, by amending Article 3 of the Articles of Incorporation (effective 2025-07-09).

“On July 9, 2025, the Board of Directors of Nutriband Inc., a Nevada corporation (the “Company”), approved an amendment to the Articles of Incorporation of the Company to authorize a series of non-voting shares of Preferred Stock, par value $0.001 per share, titled the Series A Convertible Preferred Stock (the “Series A Preferred Stock”), by amendment of Article 3 of the Company’s Articles of Incorporation (“the Amendment”).”
ChampionX Corp

ChampionX Corp: The bylaws of Merger Sub as in effect immediately prior to the Effective Time, with references to Merger Sub amended to refer to the Surviving Corporation, became the Second Amended and Restated By-laws of the Surviving Corporation.

“the bylaws of Merger Sub as in effect immediately prior to the Effective Time, except that all references therein to Merger Sub were amended to become references to the Surviving Corporation, became the bylaws of the Surviving Corporation (as so amended, the “ Second Amended and Restated By-laws ”).”
ChampionX Corp

ChampionX Corp: ChampionX's Second Amended and Restated Certificate of Incorporation was amended and restated in its entirety to become the Third Amended and Restated Certificate of Incorporation of the Surviving Corporation, effective at the Effective Time of the Merger.

“the Second Amended and Restated Certificate of Incorporation of ChampionX was amended and restated in its entirety (as so amended and restated, the “ Third Amended and Restated Certificate of Incorporation ”) and the Third Amended and Restated Certificate of Incorporation became the certificate of incorporation of the Surviving Corporation.”
PROK PROKIDNEY CORP.

PROKIDNEY CORP.: Adoption of new Bylaws in connection with domestication from Cayman Islands to Delaware.

“ProKidney Delaware adopted a certificate of incorporation (the “Certificate of Incorporation”) and bylaws (the “Bylaws”), and the rights of holders of the Common Stock are now governed by such documents and the DGCL.”
PROK PROKIDNEY CORP.

PROKIDNEY CORP.: Adoption of new Certificate of Incorporation in connection with domestication from Cayman Islands to Delaware.

“ProKidney Delaware adopted a certificate of incorporation (the “Certificate of Incorporation”) and bylaws (the “Bylaws”), and the rights of holders of the Common Stock are now governed by such documents and the DGCL.”
TRON Tron Inc.

Tron Inc.: Company changed its name from SRM Entertainment, Inc. to Tron Inc. via a Certificate of Amendment to the Articles of Incorporation, effective July 17, 2025 (effective 2025-07-17).

“On July 11, 2025, to effectuate the Name Change, the Company filed a Certificate of Amendment to the Articles of Incorporation of the Company, as amended (the “ Charter Amendment ”) with the Secretary of State of the State of Nevada.”
UMBF UMB FINANCIAL CORP

UMB FINANCIAL CORP: Terminated the Certificate of Designation of Series A Preferred Stock, removing all related matters from Restated Articles of Incorporation (effective 2025-07-15).

“On July 15, 2025, UMB Financial Corporation (the “Company”) filed a Termination of Certificate of Designation of 7.00% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series A (the “Termination of Certificate of Designation”) to its Restated Articles of Incorporation with the Secretary of State of the State of Missouri, eliminating from the Restated Articles of Incorporation all matters set forth in the Certificate of Designation with respect to its 7.00% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series A (the “Series A Preferred Stock”).”

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.