Charter, bylaw, and control-related changes under 8-K Items 5.03/5.05/5.06.
22nd Century Group, Inc.: Approved amendment to Articles of Incorporation to increase authorized common shares from 250 million to 500 million (effective 2025-07-15).
“the stockholders of the Company approved an amendment (the “Amendment”) to the Company’s Articles of Incorporation, as amended, to increase the number of authorized shares of common stock from two hundred fifty million (250,000,000) to five hundred million (500,000,000)”
Liberty Broadband Corp: Removed requirement that Chief Executive Officer and President be a member of the Board (effective 2025-07-14).
“On July 10, 2025, the Board approved an amendment to Liberty Broadband’s bylaws (the “ Bylaws Amendment ”), which became effective at 4:00 p.m., New York City time on July 14, 2025. The Bylaws Amendment, among other things, removed the requirement that the Chief Executive Officer and President of Liberty Broadband be a member of the Board.”
Distoken Acquisition Corp: Ning Wang resigned as director and officer; Yunlei Wang appointed as sole director of Distoken following the business combination.
“Ning Wang resigned and ceased to be directors and/or officers of Distoken. Following the consummation of the Business Combination, Yunlei Wang was appointed to serve as the sole director of Distoken.”
Distoken Acquisition Corp: Adopted amended and restated memorandum and articles of association, effective July 9, 2025, in connection with the business combination and merger, resulting in Distoken becoming a wholly-owned subsidiary of Pubco (effective 2025-07-09).
“In connection with the consummation of the Business Combination, Distoken adopted an amended and restated memorandum and articles of association (the “Charter”), and in accordance with which, Distoken became a wholly-owned subsidiary of Pubco in connection with the Second Merger. Distoken filed the Charter with the Cayman Islands Registrar of Companies on July 9, 2025.”
INTEGRATED RAIL & RESOURCES ACQUISITION CORP: Extended deadline for initial business combination from July 15, 2025 to August 15, 2025, with option for one further monthly extension to September 15, 2025 (effective 2025-07-15).
“On July 15, 2025, SPAC filed, with the unanimous consent of its board of directors (the “ Board ”) and the consent a majority of the holders of SPAC’s Class A common stock, par value $0.0001 per share (the “ Class A Common Stock ”), an amendment to SPAC’s Amended and Restated Certificate of Incorporation (as so amended, the “ Charter ”), with the Secretary of State of the State of Delaware (the “ Charter Amendment ”). The Charter Amendment extends the date by which SPAC must complete an initial business combination (the “ Deadline Date ”) from July 15, 2025 to August 15, 2025”
VisionWave Holdings, Inc.: Company ceased to be a shell company as a result of the business combination.
“As a result of the Business Combination, VisionWave ceased to be a shell company.”
GCI Liberty, Inc.: Filed Certificate of Designations for non-voting preferred stock (effective 2025-07-11).
“On July 11, 2025, GCI Liberty filed its Certificate of Designations (the “ Certificate of Designations ”) with the Nevada Secretary of State, which became effective upon filing with the Nevada Secretary of State on July 11, 2025.”
GCI Liberty, Inc.: Amended and restated bylaws effective at the Effective Time on July 14, 2025 (effective 2025-07-14).
“Also on July 14, 2025, effective as of the Effective Time, GCI Liberty’s amended and restated its bylaws (the “ Bylaws ”) to read as filed as Exhibit 3.2 of this Current Report on Form 8-K.”
GCI Liberty, Inc.: Filed Amended and Restated Articles of Incorporation reclassifying outstanding common stock into GCI Group common stock and authorizing Ventures Group common stock (effective 2025-07-14).
“On July 14, 2025, GCI Liberty filed its Amended and Restated Articles of Incorporation (the “ Restated Articles ”) with the Nevada Secretary of State, which became effective as of 4:05 p.m., New York City time on July 14, 2025.”
Sonnet BioTherapeutics Holdings, Inc.: Filed certificate of designations designating Series 5 Preferred Stock with rights, preferences, and limitations (effective 2025-07-11).
“the Company filed a certificate of designations (the “Certificate of Designations”) on July 11, 2025, with the Delaware Secretary of State designating the rights, preferences and limitations of the shares of the Series 5 Preferred Stock.”
Super League Enterprise, Inc.: Filing of Certificate of Designation for Series AAAA Jr. Convertible Preferred Stock, designating 3,775,047 shares with specific conversion and dividend rights (effective 2025-07-11).
“On July 11, 2025, the Company filed the Certificate of Designation of Preferences, Rights and Limitations of the Series AAAA Jr. (the “Certificate”), designating 3,775,047 shares of Series AAAA Jr. Convertible Preferred Stock (the “ Preferred Stock ”) in connection with the entry into the Preferred Exchange Agreements.”
NextCure, Inc.: Amendment to Certificate of Incorporation to effect a 1:12 reverse stock split (effective 2025-07-14).
“On July 14, 2025, NextCure, Inc., a Delaware corporation (the “ Company ”), effected a one-for-twelve (1:12) reverse stock split (“ Reverse Stock Split ”) of the Company’s common stock, par value $0.001 (the “ Common Stock ”).”
Monogram Technologies Inc.: Created Series E Redeemable Perpetual Preferred Stock via Certificate of Designation (effective 2025-07-11).
“On July 11, 2025, the Board of Directors of the Company adopted a Certificate of Designation (the “Certificate of Designation”) of Series E Redeemable Perpetual Preferred Stock (the “Series E Preferred Stock”) to be filed with the Secretary of State of the State of Delaware (the “DE Secretary”) to create, out of the Company’s authorized but unissued preferred stock, par value $0.001 per share, the Series E Preferred Stock. On July 11, 2025, the Certificate of Designation was filed with the DE Secretary and became effective upon filing.”
Passage BIO, Inc.: 1-for-20 reverse stock split effective July 14, 2025 (effective 2025-07-14).
“On July 11, 2025, Passage Bio, Inc. (the “ Company ”) filed a Certificate of Amendment (the “ Amendment ”) to its Amended and Restated Certificate of Incorporation (the “ Certificate of Incorporation ”) with the Secretary of State of the State of Delaware to implement a 1-for-20 reverse stock split (the “ Reverse Stock Split ”) of the Company’s common stock, par value $0.0001 per share (the “ Common Stock ”) to be effective as of 12:01 am Eastern time on July 14, 2025 (the “ Effective Time ”).”
Spark I Acquisition Corp: Shareholders approved amendment to extend deadline for business combination from July 11, 2025 to September 29, 2026 (effective 2025-07-08).
“On July 8, 2025, at the Shareholder Meeting, the Company’s shareholders approved a proposal to amend the Company’s amended and restated memorandum and articles of association (as amended, the “ Memorandum and Articles of Association ”) to extend the date by which the Company has to consummate a business combination from July 11, 2025 to September 29, 2026”
Black Hawk Acquisition Corp: Amendment to Second Amended and Restated Memorandum and Articles of Association to extend business combination deadline (effective 2025-06-22).
“reflecting the extension of the date by which the Company must consummate a business combination from June 22, 2025 up to eighteen (18) times, each comprised of one month each (each an “ Extension ”) up to December 22, 2026”
VerifyMe, Inc.: On July 8, 2025, the Board of Directors approved an amendment to the Amended and Restated Bylaws reducing the stockholder quorum requirement from a majority to 33% of shares entitled to vote (effective 2025-07-08).
“On July 8, 2025, the Board of Directors of the Company approved an amendment to the Company’s Amended and Restated Bylaws (the “Amendment”). The Amendment, which became effective immediately, reduces the quorum requirement at meetings of the Company’s stockholders from a majority of the shares entitled to vote at the meeting to 33% of the shares entitled to vote at the meeting.”
CFN Enterprises Inc.: Amended Certificate of Incorporation to effect a 1-for-10 reverse stock split of common stock (effective 2025-07-11).
“On July 11, 2025, following the completion of regulatory requirements to effect the reverse split, the Company filed a Certificate of Amendment to its Certificate of Incorporation with the Secretary of State of the State of Delaware pursuant to which Article Fourth of the Company’s Certificate of Incorporation was amended to effect a reverse split such that every issued and outstanding share of Common Stock (the “Old Common Stock”) immediately prior to the effective time of 5:00 p.m. Eastern time on July 11, 2025 (the “Reverse Stock Effective Time”) will be automatically reclassified and converted into one-tenth of a share of Common Stock (the “New Common Stock”) (the “Reverse Stock Split”).”
Rein Therapeutics, Inc.: Amended quorum requirement to 40% of outstanding shares entitled to vote at stockholder meetings (effective 2025-07-10).
“On July 10, 2025, the Board of Directors (the “Board”) of Rein Therapeutics, Inc. (the “Company”) approved an amendment to the Company’s Amended and Restated By-laws (as amended, the “By-laws”), effective immediately, to provide that forty percent (40%) of the shares of capital stock of the Company issued and outstanding and entitled to vote at the meeting, present in person, present by means of remote communication in a manner, if any, authorized by the Board in its sole discretion, or represented by proxy shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by law, the Restated Certificate of Incorporation, as amended, or the By-laws.”
LogicMark, Inc.: Filed certificates of withdrawal for Series H and Series I Certificates of Designation, canceling all designations, rights, preferences and limitations of those series of preferred stock after all shares were converted or redeemed (effective 2025-07-09).
“On July 9, 2025, LogicMark, Inc., a Nevada corporation (the “Company”), filed with the Secretary of State of the State of Nevada certificates of withdrawal for its (i) Certificate of Designations, Preferences and Rights of the Series H Convertible Non-Voting Preferred Stock (the “Series H Certificate of Designation”) and (ii) Certificate of Designations, Preferences and Rights of the Series I Non-Convertible Voting Preferred Stock (the “Series I Certificate of Designation”) in order to eliminate and cancel all designations, rights, preferences and limitations of the shares of the Company’s Series H Convertible Non-Voting Preferred Stock, par value $0.0001 per share (the “Series H Preferred Stock”), and Series I Non-Convertible Voting Preferred Stock, par value $0.0001 per share (the “Series I Preferred Stock”), respectively.”
Lazydays Holdings, Inc.: Filing of Certificate of Amendment to effect a 1-for-30 reverse stock split of common stock, effective July 11, 2025 (effective 2025-07-11).
“On July 10, 2025, Lazydays Holdings, Inc. (the " Company ") filed with the Secretary of State of the State of Delaware a Certificate of Amendment (the " Charter Amendment ") to the Company's Restated Certificate of Incorporation (the " Charter ") to effect a 1-for-30 reverse stock split (the " Reverse Stock Split ") of the outstanding shares of the Company's common stock, par value $0.0001 per share (" common stock ").”
Aetherium Acquisition Corp: Amended certificate of incorporation to extend deadline to consummate an initial business combination to fifty-one months from the effectiveness date of the Form S-1, until March 29, 2026, with monthly deposits of $10,000 into the trust account (effective 2025-07-07).
“to: 1) amend the Company's certificate of incorporation (the “ Charter Amendment Proposal ”) to extend the date by which the Company has to consummate an initial business combination to fifty-one (51) months from the effectiveness date of the Company’s Form S-1 by the SEC, which was December 29, 2021, by depositing into the Trust Account (defined below) $10,000 for each one-month extension”
Bubblr Inc.: Registrant states it has not been a shell company for the past two years.
“We have not been a shell company for the past two years.”
Bowen Acquisition Corp: Amendment to extend the deadline to consummate a business combination by up to three one-month increments, from July 14, 2025 to as late as December 14, 2025 (effective 2025-07-11).
“an amendment to the Articles to allow the board of directors of the Company (the “Board”) to extend the date (the “Extension”) by which the Company must consummate an initial merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (a “business combination”)”
Imunon, Inc.: Approved amendment to Restated Certificate of Incorporation to increase authorized common shares from 112,500,000 to 350,000,000 and make corresponding change to authorized capital stock (effective 2025-07-11).
“the Company’s stockholders voted on and approved an amendment (the “Amendment”) to the Company’s Restated Certificate of Incorporation (the “Certificate of Incorporation”), to increase the number of authorized shares of common stock from 112,500,000 shares to 350,000,000 shares, and to make a corresponding change to the number of authorized shares of capital stock”
AIR INDUSTRIES GROUP: Amended quorum requirement in Bylaws from a majority to thirty-three and one third percent (33.33%) of outstanding shares (effective 2025-07-08).
“Pursuant to a resolution approved by its Board of Directors, effective July 8, 2025, the Company adopted an amendment to the quorum requirement contained in Section 2.07 of the Company’s Amended and Restated Bylaws (“Bylaws”) to provide that the holders of thirty-three and one third percent (33.33%) of the outstanding shares of Common Stock entitled to vote at a shareholders meeting, present in person or represented by proxy, shall constitute a quorum for the transaction of business.”
AIR INDUSTRIES GROUP: Increased authorized shares of common stock from 6,000,000 to 20,000,000 (effective 2025-07-08).
“On July 8, 2025, Air Industries Group (the “Company”) filed with the Secretary of State of Nevada a Certificate of Amendment to its Articles of Incorporation increasing the number of shares of common stock, par value $0.001 per share, it is authorized to issue from 6,000,000 to 20,000,000 shares.”
DallasNews Corp: Amended and restated bylaws to change exclusive forum provision, add jury trial waiver, and establish minimum ownership threshold for derivative proceedings (effective 2025-07-09).
“On July 9, 2025, in connection with certain recent changes to the TBOC, the Board approved the amendment and restatement of the Company’s bylaws (as amended and restated, the “Second Amended and Restated Bylaws”), effective as of such date.”
iSpecimen Inc.: Amended bylaws to reduce the quorum requirement for shareholder meetings from a majority to 34% of voting power (effective 2025-07-09).
“On July 9, 2025, iSpecimen Inc. (the “Company”) amended its Second Amended and Restated Bylaws (the “Bylaws”) to modify the quorum requirement for shareholder meetings. The amendment reduced the quorum threshold from a majority of the voting power of the Company’s outstanding shares entitled to vote at a meeting to 34% of such voting power.”
Beyond Air, Inc.: Filed Third Certificate of Amendment to Amended and Restated Certificate of Incorporation to effect a 1-for-20 reverse stock split (effective 2025-07-14).
“On July 9, 2025, the Company filed with the Secretary of State of the State of Delaware the Third Certificate of Amendment to its Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) to effect the Reverse Stock Split.”
MP Materials Corp. / DE: Filing of Certificate of Designations establishing Series A Preferred Stock, effective upon filing with Delaware Secretary of State.
“On the Closing Date, the Company will file the Certificate of Designations with the Secretary of State of the State of Delaware to establish and fix the terms of the Series A Preferred Stock. The Certificate of Designations will become effective upon filing.”
RADIUS RECYCLING, INC.: Amended and restated bylaws in connection with merger (effective 2025-07-10).
“Radius’ certificate of incorporation was amended and restated in its entirety (the “Amended and Restated Certificate of Incorporation”) and Radius’ bylaws were amended and restated in their entirety (the “Amended and Restated Bylaws”).”
RADIUS RECYCLING, INC.: Amended and restated certificate of incorporation in connection with merger (effective 2025-07-10).
“Radius’ certificate of incorporation was amended and restated in its entirety (the “Amended and Restated Certificate of Incorporation”) and Radius’ bylaws were amended and restated in their entirety (the “Amended and Restated Bylaws”).”
Polomar Health Services, Inc.: Filed Certificate of Designations for Series A Convertible Preferred Stock, authorizing 1,000 shares with specific dividend, liquidation, and voting rights (effective 2025-07-03).
“On July 3, 2025, the Company filed with the Secretary of State of the State of Nevada, a Certificate of Designations of Rights, Preferences and Limitations of Series A Convertible Preferred Stock (the “Certificate”), which authorized 1,000 shares of Preferred Stock.”
ENvue Medical, Inc.: Certificate of Correction filed to fix a typographical error in the Floor Price definition in the Certificate of Designation for Series G Preferred Stock, changing it from $1.02 to $1.91 (effective 2025-07-08).
“On July 8, 2025, NanoVibronix, Inc. (the “ Company ”) filed with the Secretary of State of the State of Delaware, a certificate of correction (the “ Certificate of Correction ”) to the Company’s Certificate of Designation of the Preferences, Rights and Limitations of Series G Preferred Stock (the “ Certificate of Designations ”). The Certificate of Correction corrects an inadvertent typographical error in the definition of “Floor Price” in Section 1 of the Certificate of Designation, which should have been stated to be “$1.91” and was instead stated as “$1.02.””
Sally Beauty Holdings, Inc.: On July 2, 2025, the Board of Directors adopted and approved Amended and Restated By-Laws, effective July 2, 2025, updating procedural mechanics for stockholder nominations, disclosure requirements, proxy voting rules, chair powers, and candidate questionnaires (effective 2025-07-02).
“On July 2, 2025, the Board of Directors (the “ Board ”) of Sally Beauty Holdings, Inc. (the “ Company ”) adopted and approved the Amended and Restated By-Laws of the Company (the “ Amended and Restated By-Laws ”), effective July 2, 2025.”
Alzamend Neuro, Inc.: Eliminated Series A Preferred Stock Certificate of Designations from Certificate of Incorporation (effective 2025-07-09).
“On July 9, 2025, Alzamend Neuro , Inc., a Delaware corporation (the “ Company ”), filed a Certificate of Elimination (the “ Certificate of Elimination ”) with the Secretary of State of the State of Delaware with respect to the Company’s Series A convertible preferred stock (the “ Series A Preferred Stock ”), which, effective upon filing, eliminated from the Company’s Certificate of Incorporation, as amended, all matters set forth in the Certificate of Designations for the Series A Preferred Stock.”
BONK, INC.: On July 2, 2025, the Company filed a Certificate of Designation with the Delaware Secretary of State designating 10,000 shares as Series B Convertible Preferred Stock, setting forth rights, preferences, and limitations (effective 2025-07-02).
“On July 2, 2025, the Company filed a Certificate of Designation (the “ Certificate of Designation ”) with the Delaware Secretary of State designating, 10,000 shares as Series B Convertible Preferred Stock (the “ Series B Preferred Stock ”), each with a stated value of $750 per share (the “ Stated Value ”). The Certificate of Designation sets forth the rights, preferences and limitations of the shares of Series B Preferred Stock.”
REVELATION BIOSCIENCES, INC.: Filed Certificate of Amendment to effect a 1-for-3 reverse stock split (effective 2025-07-07).
“the Company filed a Certificate of Amendment to the Third Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) effective on July 7, 2025, which effected a 1-for-3 reverse stock split as of 12:01 a.m. Eastern Standard Time on July 7, 2025”
Corebridge Financial, Inc.: Approved and filed Charter Amendments: Board Authorization Amendment and Written Consent Amendment (effective 2025-07-09).
“On July 9, 2025, Corebridge Financial, Inc. (“Corebridge” or the “Company”) held a special meeting of stockholders (the “Special Meeting”). At the Special Meeting, the Company’s stockholders approved two amendments (the “Charter Amendments”) to the Company’s existing Amended and Restated Certificate of Incorporation.”
FRANKLIN RESOURCES INC: The Board approved Amended and Restated Bylaws adding a new Section 7.9 regarding forum selection, designating the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain actions (effective 2025-07-08).
“Effective July 8, 2025, the Company’s Board approved Amended and Restated Bylaws (the “Bylaws”), adding a new Section 7.9 regarding forum selection to provide that, unless the Board of Directors consents to the selection of an alternative forum, the Court of Chancery of the State of Delaware will be the sole and exclusive forum for certain actions involving the Company or its directors, officers, employees or agents.”
Akoya Biosciences, Inc.: The bylaws were amended and restated to become the bylaws of the surviving Merger Sub.
“at the Effective Time, the bylaws of Merger Sub as in effect as of immediately prior to the Effective Time became the Amended and Restated Bylaws of Akoya”
Akoya Biosciences, Inc.: The Certificate of Incorporation was amended and restated pursuant to the Merger Agreement.
“at the Effective Time, the Certificate of Incorporation of Akoya was amended and restated in the form of the Amended and Restated Certificate of Incorporation that is filed as Exhibit 3.1 hereto”
Dynatrace, Inc.: Adopted majority voting standard for uncontested director elections and resignation policy for incumbent directors who are not re-elected (effective 2025-07-05).
“On July 5, 2025, the Board of Directors (the "Board") of Dynatrace, Inc. (the "Company") unanimously adopted and approved the Company’s Fourth Amended and Restated Bylaws (the “Fourth A&R Bylaws”), effective immediately. The Fourth A&R Bylaws added a new majority voting standard for uncontested director elections at any meeting of stockholders when a quorum is present.”
Solo Brands, Inc.: Certificate of Amendment filed to implement a 1-for-40 reverse stock split of Common Stock (effective 2025-07-08).
“On July 8, 2025, the Company filed a 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 effect the Reverse Stock Split.”
La Rosa Holdings Corp.: Amended articles of incorporation to effect a 1-for-80 reverse stock split of common stock, effective July 7, 2025 (effective 2025-07-07).
“On July 2, 2025, La Rosa Holdings Corp., a Nevada corporation (the “ Company ”) filed a Certificate of Amendment to the Company’s Amended and Restated Articles of Incorporation, as amended (the “ Certificate of Amendmen t”), with the Secretary of State of Nevada to effect an 1-for-80 reverse stock split of the shares of the Company’s common stock, par value $0.0001 per share (the “ Common Stock ”), issued and outstanding, effective as of 12:01 a.m. (New York time) on July 7, 2025, (the “ Reverse Stock Split ”).”
Strategy Inc: Filed Certificate of Amendment to STRK Certificate of Designations to adjust the liquidation preference of the 8.00% Series A Perpetual Strike Preferred Stock to approximate trading price with a $100 floor (effective 2025-07-07).
“On July 7, 2025, MicroStrategy Incorporated ® d/b/a Strategy TM (“Strategy” or the “Company”) filed a Certificate of Amendment (the “STRK Certificate of Amendment”) with the Secretary of State of the State of Delaware to the STRK Certificate of Designations (the “STRK Certificate of Designations”), which was originally filed on February 5, 2025, and which established the terms of its 8.00% Series A Perpetual Strike Preferred Stock, $0.001 par value per share (the “STRK Stock”).”
Primis Financial Corp.: Eliminated the classified structure of the Board of Directors, effective at the 2026 annual meeting (effective 2025-07-02).
“Effective July 2, 2025, Primis Financial Corp. (the “Company”) amended its Articles of Incorporation to eliminate the classified structure of the Board of Directors of the Company (the “Board”), beginning at the 2026 annual meeting of Company stockholders (the “Declassification Amendment”). Effective July 2, 2025, the Company also amended and restated its Amended and Restated Bylaws (the “Second Amended and Restated Bylaws”) to reflect the Declassification Amendment.”
Datacentrex, Inc.: Amended Certificate of Designation for Series C Convertible Preferred Stock to eliminate voting rights (effective 2025-06-30).
“On June 30, 2025, the Company filed with the Nevada Secretary of State an amendment to the Certificate of Designation, Preferences, Rights and Limitations of Series C Convertible Preferred Stock which was previously described in our Current Report on Form 8-K dated June 23, 2025 (the “Amendment”).”
HeartCore Enterprises, Inc.: Filed Certificate of Designations for Series A Convertible Preferred Stock, establishing terms including liquidation preference, conversion rights, and dividend provisions (effective 2025-06-30).
“On June 30, 2025, the Company filed a Certificate of Designations of Preferences, Rights and Limitations of the Series A Convertible Preferred Stock ("Certificate of Designations") with the Secretary of State of the State of Delaware.”
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.