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
HCWC HEALTHY CHOICE WELLNESS CORP.

HEALTHY CHOICE WELLNESS CORP.: The company filed a Certificate of Designations of Preferences, Rights and Limitations of the Series A Convertible Preferred Stock, establishing a new series of preferred stock with specific voting rights, liquidation preferences, and conversion terms (effective 2025-05-12).

“On May 12, 2025, the Company filed a Certificate of Designations of Preferences, Rights and Limitations of the Series A Convertible Preferred Stock (“Certificate of Designation”) with the Secretary of State of the State of Delaware.”
CAEP Cantor Equity Partners III, Inc.

Cantor Equity Partners III, Inc.: Filed Amended and Restated Memorandum and Articles of Association in connection with IPO (effective 2025-06-26).

“On June 26, 2025, in connection with the IPO, the Company filed its Amended and Restated Memorandum and Articles of Association (the “ Memorandum and Articles ”) with the Assistant Registrar of Companies of the Cayman Islands, effective the same day.”
CPF CENTRAL PACIFIC FINANCIAL CORP

CENTRAL PACIFIC FINANCIAL CORP: Filed a Statement of Cancellation to cancel all previously designated but unissued shares of Preferred Stock, restoring them to authorized but unissued status (effective 2025-06-24).

“On June 24, 2025, Central Pacific Financial Corp. (the “Corporation”) filed a Statement of Cancellation of Acquired Shares Form DC-7 (the “Statement of Cancellation”) with the State of Hawaii, Department of Commerce and Consumer Affairs to cancel all previously designated, but unissued, shares of the Corporation’s Preferred Stock.”
D DOMINION ENERGY, INC

DOMINION ENERGY, INC: Amended and restated Bylaws to clarify the process for the Board to designate successor officers in case of vacancy (effective 2025-06-26).

“On June 26, 2025, the Company amended and restated its Bylaws to clarify the process for the Board to designate successor officers in the case the office of any officer becomes vacant by reason of death, disability, resignation, removal, disqualification or otherwise.”
MA Mastercard Inc

Mastercard Inc: Amended By-Laws to eliminate Industry Director provisions, update advance notice requirements, and make other technical changes (effective 2025-06-25).

“the Board of Directors of the Company (the "Board") approved and adopted amendments to the Company's Amended and Restated By-Laws (as so amended and restated, the "Amended and Restated By-Laws"), which were contingent on the effectiveness of the Amendments and became effective on the same date. Among other things, the Amended and Restated By-Laws (i) eliminate all provisions pertaining to the concept of Industry Directors; (ii) implement certain limited changes related to the advance notice provisions to clarify certain procedural requirements with respect to director nominations and proposals of business; and (iii) make other technical and modernizing changes.”
MA Mastercard Inc

Mastercard Inc: Approved three amendments to the Amended and Restated Certificate of Incorporation to limit officer liability, eliminate Industry Director concept, and implement miscellaneous changes (effective 2025-06-25).

“The Amendments (i) limit the liability of certain officers of the Company to the fullest extent permitted by the General Corporation Law of the State of Delaware; (ii) eliminate all provisions pertaining to the concept of Industry Directors; and (iii) implement other miscellaneous changes. The Amendments became effective upon the filing of a certificate of amendment to the Charter (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware on June 25, 2025.”
Rivulet Entertainment, Inc.

Rivulet Entertainment, Inc.: Filing reflects business combination transaction; no substantive governance change described in provided excerpt.

“Unless the context otherwise requires, (i) references to “we,” “us,” “our,” “the registrant” and the “Company” refer to Rivulet Entertainment, Inc., a Nevada corporation.”
RYTM RHYTHM PHARMACEUTICALS, INC.

RHYTHM PHARMACEUTICALS, INC.: Amended certificate of incorporation to provide for officer exculpation from fiduciary duty breaches to the fullest extent permitted by Delaware law (effective 2025-06-25).

“On June 24, 2025 Rhythm Pharmaceuticals, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Amendment”), which had previously been adopted by the Company’s Board of Directors (the “Board”) subject to stockholder approval at the Annual Meeting.”
VENU Venu Holding Corp

Venu Holding Corp: Filed a Certificate of Designation establishing Series A 8.0% Cumulative Redeemable Convertible Preferred Stock (effective 2025-06-26).

“On June 26, 2025, Venu Holding Corporation (the “Company”) filed a Certificate of Designation, Preferences, and Rights of Series A 8.0% Cumulative Redeemable Convertible Preferred Stock (the “Certificate of Designation”) with the Colorado Secretary of State.”
LVLU Lulu's Fashion Lounge Holdings, Inc.

Lulu's Fashion Lounge Holdings, Inc.: Filed Certificate of Amendment to effect a 1-for-15 reverse stock split of common stock (effective 2025-07-03).

“On June 26, 2025, Lulu’s Fashion Lounge Holdings, Inc. (the “Company”) filed a Certificate of Amendment (the “Certificate of Amendment”) to the Company’s Fourth Amended and Restated Certificate of Incorporation (the "Certificate of Incorporation") with the Secretary of State of the State of Delaware to effect a 1-for-15 reverse stock split”
ALGS Aligos Therapeutics, Inc.

Aligos Therapeutics, Inc.: Increased authorized shares of voting common stock from 20,000,000 to 100,000,000 and non-voting common stock from 800,000 to 15,800,000 (effective 2025-06-25).

“The increase in the number of authorized shares voting common stock and non-voting common stock was effected pursuant to a Certificate of Amendment to the Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) filed with the Secretary of State of the State of Delaware on June 25, 2025 and was effective as of such date.”
INDP Indaptus Therapeutics, Inc.

Indaptus Therapeutics, Inc.: Filed Certificate of Amendment to effect a 1-for-28 reverse stock split of common stock (effective 2025-06-26).

“on June 26, 2025, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment to its Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) to effect the Reverse Stock Split, which became effective as of 5:00 p.m. Eastern Time on June 26, 2025.”
DERM Journey Medical Corp

Journey Medical Corp: Fourth Amended and Restated Certificate of Incorporation filed to provide for officer exculpation (effective 2025-06-24).

“effective upon filing, to provide for, among other things, officer exculpation”
UCFI CN Healthy Food Tech Group Corp.

CN Healthy Food Tech Group Corp.: Amended certificate of incorporation to extend business combination deadline to June 29, 2026, allowing up to twelve one-month extensions (effective 2025-06-25).

“the Company filed an amendment to the Amended and Restated Certificate of Incorporation (the “Charter Amendment”) to extend the date by which the Company must consummate a business combination up to twelve (12) times, each such extension for an additional one (1) month period, until June 29, 2026 by providing one business days’ notice to Continental Stock Transfer & Trust Company (the “Trustee”) with the Secretary of State of Delaware on June 25, 2025.”
BAM Brookfield Asset Management Ltd.

Brookfield Asset Management Ltd.: Non-substantive clean-up and clarifying amendments to the Code of Business Conduct and Ethics (effective 2025-05-05).

“The amendments are non- substantive clean-up and clarifying changes.”
DAIC CID Holdco, Inc.

CID Holdco, Inc.: Ceased to be a shell company as a result of the Mergers.

“Prior to the Mergers, we were a wholly-owned subsidiary of a “shell company” (as such term is defined in Rule 12b-2 under the Exchange Act). As a result of the Mergers, we have ceased to be a shell company.”
DAIC CID Holdco, Inc.

CID Holdco, Inc.: Amended and restated bylaws in their entirety, effective upon closing of the Mergers.

“Prior to or at the closing of the Mergers, we amended and restated our bylaws in their entirety, to be effective upon closing of the Mergers.”
OBA Oxley Bridge Acquisition Ltd

Oxley Bridge Acquisition Ltd: Amended and restated memorandum and articles of association filed and effective (effective 2025-06-24).

“On June 24, 2025, in connection with the IPO, the Company filed its amended and restated memorandum and articles of association (the “ Amended and Restated Memorandum and Articles of Association ”) with the Cayman Islands Registrar of Companies, which was effective on June 24, 2025.”
WW WW INTERNATIONAL, INC.

WW INTERNATIONAL, INC.: Amended and restated bylaws effective on the Effective Date, including changes to special meetings, advance notice requirements, minimum board size, and record date.

“Pursuant to the Plan, the Company amended and restated its articles of incorporation (the “Articles”) and bylaws (the “Bylaws”), each of which became effective on the Effective Date.”
WW WW INTERNATIONAL, INC.

WW INTERNATIONAL, INC.: Amended and restated articles of incorporation effective on the Effective Date, including changes to preferred stock, board structure, director removal and election, bylaw amendments, special meetings, exclusive forum, and share authorization to 1B common and 250M preferred shares.

“Pursuant to the Plan, the Company amended and restated its articles of incorporation (the “Articles”) and bylaws (the “Bylaws”), each of which became effective on the Effective Date.”
CLRB Cellectar Biosciences, Inc.

Cellectar Biosciences, Inc.: Effected a one-for-thirty reverse stock split by amending the Second Amended and Restated Certificate of Incorporation (effective 2025-06-24).

“On June 24, 2025, Cellectar Biosciences, Inc., a Delaware corporation (the “Company”), effected a one-for-thirty reverse stock split of the Company’s common stock, par value $0.00001 (the “Reverse Split”) by amending its Second Amended and Restated Certificate of Incorporation (the “Amendment”).”
Regulus Therapeutics Inc.

Regulus Therapeutics Inc.: Amended and restated bylaws in connection with merger (effective 2025-06-25).

“Pursuant to the terms of the Merger Agreement, on June 25, 2025, the Company’s certificate of incorporation and bylaws were each amended and restated in their entirety and became the certificate of incorporation and bylaws of the Surviving Corporation.”
Regulus Therapeutics Inc.

Regulus Therapeutics Inc.: Amended and restated certificate of incorporation in connection with merger (effective 2025-06-25).

“Pursuant to the terms of the Merger Agreement, on June 25, 2025, the Company’s certificate of incorporation and bylaws were each amended and restated in their entirety and became the certificate of incorporation and bylaws of the Surviving Corporation.”
Landsea Homes Corp

Landsea Homes Corp: Bylaws amended and restated in their entirety pursuant to the Merger Agreement (effective 2025-06-25).

“on June 25, 2025, the Company’s certificate of incorporation and bylaws were each amended and restated in their entirety”
Landsea Homes Corp

Landsea Homes Corp: Certificate of incorporation amended and restated in its entirety pursuant to the Merger Agreement (effective 2025-06-25).

“on June 25, 2025, the Company’s certificate of incorporation and bylaws were each amended and restated in their entirety”
BENF Beneficient

Beneficient: Filed Series B-8 Certificate of Designation designating rights, preferences, and restrictions of Series B-8 Preferred Stock (effective 2025-06-17).

“On June 17, 2025, the Company filed a certificate of designation (the “B-8 Certificate of Designation”) with the Secretary of State of Nevada, effective as of the time of filing, designating the rights, preferences, privileges and restrictions of the shares of the Series B-8 Preferred Stock.”
PLBY Playboy, Inc.

Playboy, Inc.: Amended and restated bylaws solely to reflect the name change to Playboy, Inc (effective 2025-06-25).

“the Company’s Board of Directors (the “Board”) approved the further amendment and restatement of the Company’s Amended and Restated Bylaws (as so amended and restated, the “Second A&R Bylaws”) solely to reflect the Name Change.”
PLBY Playboy, Inc.

Playboy, Inc.: Changed corporate name from PLBY Group, Inc. to Playboy, Inc. and increased authorized common stock from 150,000,000 to 400,000,000 shares (effective 2025-06-25).

“On June 24, 2025, PLBY Group, Inc. filed a Certificate of Amendment (the “Amendment”) to its Second Amended and Restated Certificate of Incorporation (as amended, the “Charter”) with the Secretary of State of the State of Delaware to change its name (the “Name Change”) to “Playboy, Inc.” (the “Company”) and increase the number of its shares of authorized common stock, par value $0.0001 per share (the “Common Stock”), from 150,000,000 to 400,000,000 (the “Authorized Share Increase”).”
BRQL DYNAMIC AEROSPACE SYSTEMS Corp

DYNAMIC AEROSPACE SYSTEMS Corp: Approved and filed four Certificates of Designation creating Series A, B, C, and D Convertible Preferred Stock (effective 2025-06-24).

“On June 24, 2025, the Board of Directors of BrooQLy Inc., a Nevada corporation (the “Company”), approved the filing with the Secretary of State of Nevada four Certificates of Designation of Rights and Preferences for the creation of four new series of preferred stock designated as the Series A Convertible Preferred Stock (the “Series A Preferred Stock”); the Series B Convertible Preferred Stock (the “Series B Preferred Stock”); the Series C Convertible Preferred Stock (the “Series C Preferred Stock”); and the Series D Convertible Preferred Stock (the “Series D Preferred Stock”).”
MUX McEwen Inc.

McEwen Inc.: Conforming changes to Amended and Restated Bylaws to reflect the name change on the cover page and in Section 1.1 of Article I, effective July 7, 2025 (effective 2025-07-07).

“Contemporaneously with the effectiveness of the Name Change, the Company will make effective conforming only changes to its Amended and Restated Bylaws (the “Bylaws”) to reflect the Name Change on the cover page and in Section 1.1 of Article I thereof.”
MUX McEwen Inc.

McEwen Inc.: Articles of Amendment effecting a name change from McEwen Mining Inc. to McEwen Inc., effective July 7, 2025 (effective 2025-07-07).

“The Company intends to file the Articles of Amendment with the Secretary of State of the State of Colorado and to cause the Name Change to become effective on July 7, 2025.”
HPQ HP INC

HP INC: Amended Sections 7.1 and 7.2 of bylaws to provide that stockholders and directors shall have inspection rights under Section 220 of the DGCL, consistent with recent amendments to the DGCL (effective 2025-06-18).

“On June 18, 2025, HP’s Board of Directors adopted amendments to HP’s amended and restated bylaws (the “Bylaws”). The amendments, described below, and amended and restated Bylaws, are effective immediately. The amendments to the Bylaws amend Section 7.1 – Maintenance and Inspection of Records and Section 7.2 – Inspection of Directors, which provided, in relevant part, the rights of stockholders and directors to inspect HP’s books and records and related procedures. The amendments replace the text set forth in such sections with statements that stockholders and directors, as applicable, shall be entitled to the inspection rights provided by Section 220 of the General Corporation Law of the State of Delaware (the “DGCL”).”
INDB INDEPENDENT BANK CORP

INDEPENDENT BANK CORP: Amended and restated by-laws to permit virtual shareholder meetings, update officer election and removal provisions, and make other changes (effective 2025-06-18).

“On June 18, 2025, the Board of Directors (the “Board”) of Independent Bank Corp. (the “Company”) amended and restated the Company’s by-laws (the “By-laws”).”
CLRO CLEARONE INC

CLEARONE INC: Created Class A Preferred Stock and Class B Preferred Stock through a Certificate of Designation (effective 2025-06-20).

“Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. The disclosure of the Class A Preferred Stock and Class B Preferred Stock under Item 1.01 above is incorporate herein by reference.”
SCOR COMSCORE, INC.

COMSCORE, INC.: Certificate of Amendment to Certificate of Designations of Series B Preferred Stock filed June 20, 2025, increasing authorized designated shares from 100,000,000 to 104,000,000 and clarifying counting of shares issued as dividend payments toward mandatory conversion threshold (effective 2025-06-20).

“Also on June 20, 2025, the Company filed a Certificate of Amendment to the Certificate of Designations of the Series B Preferred Stock (the "COD Certificate of Amendment") with the Secretary of State of the State of Delaware. The COD Certificate of Amendment became effective with the Secretary of State upon filing. As previously disclosed, the COD Certificate of Amendment (i) increases the number of authorized shares of preferred stock designated as Series B Preferred Stock from 100,000,000 to 104,000,000 and (ii) clarifies that shares of Series B Preferred Stock issued as payment for accrued dividends on the Series B Preferred Stock, or in lieu thereof, will count toward the $100,000,000 threshold required for the Company to undertake a mandatory conversion (as defined in the Certificate of Designations) of the Series B Preferred Stock.”
SCOR COMSCORE, INC.

COMSCORE, INC.: Certificate of Amendment to Amended and Restated Certificate of Incorporation filed June 20, 2025, increasing authorized shares from 118,750,000 to 121,750,000 and common shares from 13,750,000 to 16,750,000 (effective 2025-06-20).

“On June 20, 2025, the Company filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation (the "COI Certificate of Amendment") with the Secretary of State of the State of Delaware. The COI Certificate of Amendment became effective with the Secretary of State upon filing. As previously disclosed, the COI Certificate of Amendment increases (i) the total number of shares authorized for issuance from 118,750,000 to 121,750,000 and (ii) the number of shares of common stock authorized for issuance from 13,750,000 to 16,750,000.”
PBYI PUMA BIOTECHNOLOGY, INC.

PUMA BIOTECHNOLOGY, INC.: Amended and restated bylaws primarily to align with updates to Delaware law, with conforming changes (effective 2025-06-19).

“On June 19, 2025, the Board of Directors of Puma Biotechnology, Inc. (the “Company”) approved and adopted an amendment and restatement of the Company’s Fourth Amended and Restated Bylaws (as so amended, the “Amended Bylaws”) primarily to revise provisions in order to be more in line with certain updates to Delaware law.”
MWAI MedWellAI, Inc.

MedWellAI, Inc.: Company name changed to MedwellAI, Inc. via Amendment to Articles of Incorporation (effective 2025-05-30).

“On May 30, 2025, Integrated Ventures, Inc. (the “Company”) received confirmation from the Secretary of State of the State of Nevada of the filing of the Amendment to Articles of Incorporation (the “Amendment to Articles”), which effected the change of the Company’s name to “MedwellAI, Inc.” (the “Name Change”).”
HYPD HYPERION DEFI, INC.

HYPERION DEFI, INC.: Filed Certificate of Designation for Series A Preferred Stock, establishing terms of a new series of preferred stock (effective 2025-06-20).

“On June 20, 2025, the Company filed a Certificate of Designation of Preferences, Rights and Limitations with the Secretary of State of the State of Delaware to provide for the designation of shares of the Series A Preferred Stock (the "Certificate of Designation"), which became effective upon filing.”
GANX Gain Therapeutics, Inc.

Gain Therapeutics, Inc.: Increased authorized shares of common stock from 50,000,000 to 100,000,000 (effective 2025-06-24).

“On June 24, 2025, Gain Therapeutics, Inc. (the “Company”) filed a Certificate of Amendment (the “Certificate of Amendment”) to the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware to increase the number of authorized shares of the Company’s common stock from 50,000,000 shares to 100,000,000 shares.”
TRUG TruGolf Holdings, Inc.

TruGolf Holdings, Inc.: Approved and filed an amendment to the amended and restated certificate of incorporation to effect a 1-for-50 reverse stock split, effective at 12:01 a.m. Eastern Time on June 23, 2025 (effective 2025-06-23).

“The Amendment was filed with the Secretary of State of the State of Delaware and the Reverse Stock Split became effective in accordance with the terms of the Amendment at 12:01 a.m. Eastern Time on June 23, 2025 (the “Effective Time”).”
GDST Goldenstone Acquisition Ltd.

Goldenstone Acquisition Ltd.: Approved amendment to Amended and Restated Certificate of Incorporation to extend business combination deadline to June 21, 2026 (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.”
AXIN Axiom Intelligence Acquisition Corp 1

Axiom Intelligence Acquisition Corp 1: Filed amended and restated memorandum and articles of association effective June 18, 2025 in connection with IPO (effective 2025-06-18).

“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 June 18, 2025.”
TISI TEAM INC

TEAM INC: Filed Certificate of Correction to undo a Charter Amendment that was not properly approved, restoring the prior certificate of incorporation as it existed before the ineffective amendment (effective 2025-06-24).

“On June 24, 2025, the Company filed the Certificate of Correction with the Delaware Secretary of State to undo the Charter Amendment.”
APEI AMERICAN PUBLIC EDUCATION INC

AMERICAN PUBLIC EDUCATION INC: Filed Certificate of Elimination to remove all matters related to Series A Senior Preferred Stock from the Charter (effective 2025-06-23).

“On June 23, 2025, American Public Education, Inc. (the “Company”) filed a Certificate of Elimination (the “Certificate of Elimination”) to its Fifth Amended and Restated Certificate of Incorporation (the “Charter”) with the Secretary of State of the State of Delaware eliminating from the Charter all matters set forth in the Certificate of Designation of Series A Senior Preferred Stock, as filed with the Secretary of State of the State of Delaware on December 28, 2022, with respect to its Series A Senior Preferred Stock, $0.01 par value per share (the “Preferred Stock”).”
Semler Scientific, Inc.

Semler Scientific, Inc.: Adopted Fifth Amended and Restated Bylaws to remove Section 13 regarding DGCL 228 and revise Section 47 to harmonize with certificate of incorporation (effective 2025-06-22).

“On June 22, 2025, Semler Scientific, Inc.’s board of directors approved and adopted its Fifth Amended and Restated Bylaws, or the Fifth A&R Bylaws, with immediate effect.”
BBIO BridgeBio Pharma, Inc.

BridgeBio Pharma, Inc.: Amendment to Certificate of Incorporation to include an officer exculpation provision limiting liability of certain officers as permitted by Delaware law (effective 2025-06-23).

“an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended and/or restated from time to time (the “Certificate of Incorporation”) to limit the liability of certain officers of the Company as permitted under current Delaware law (the “Officer Exculpation Amendment”).”
DTCX Datacentrex, Inc.

Datacentrex, Inc.: Filed Certificate of Designation for Series C Convertible Preferred Stock, designating 200,000 shares with stated value of $60.00 and voting on as-converted basis (effective 2025-06-17).

“On June 17, 2025, the Company filed with the Nevada Secretary of State a Certificate of Designation, Preferences, Rights and Limitations of Series C Convertible Preferred Stock (the “COD”) designating 200,000 shares of Series C, par value $0.001.”
SIDU Sidus Space Inc.

Sidus Space Inc.: Changed quorum requirement for stockholder meetings to one-third of outstanding shares (effective 2025-06-20).

“On June 20, 2025, the Board of Directors of Sidus Space, Inc. (the “Company”) approved an amendment of the Company’s Bylaws (the “Bylaws”) to change the quorum for stockholder meetings to equal one-third (33.33%) of the shares issued and outstanding and entitled to vote on the matters at the meeting.”
AMRZ Amrize Ltd

Amrize Ltd: Adopted a Code of Business Conduct effective upon consummation of the spin-off.

“the Company Board adopted a Code of Business Conduct effective as of the consummation of the Spin-off.”

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.