Charter, bylaw, and control-related changes under 8-K Items 5.03/5.05/5.06.
Techpoint, Inc.: Certificate of incorporation was amended and restated in its entirety at the Effective Time in accordance with the Merger Agreement.
“at the Effective Time, the certificate of incorporation of the Company was amended and restated in its entirety.”
Editas Medicine, Inc.: Increased authorized shares of capital stock from 200,000,000 to 395,000,000 and common stock from 195,000,000 to 390,000,000 (effective 2025-06-02).
“At the Annual Meeting, the Company’s stockholders approved an amendment to the Company’s Restated Certificate of Incorporation (the “Certificate of Amendment”) to increase the number of authorized shares of the Company’s capital stock from 200,000,000 to 395,000,000 and the number of authorized shares of the Company’s common stock from 195,000,000 to 390,000,000. The additional common stock authorized by the Certificate of Amendment has rights identical to the Company’s currently outstanding common stock. The Company filed the Certificate of Amendment, which was effective upon filing, with the Secretary of State of the State of Delaware on June 2, 2025.”
Guild Holdings Co: Amendment to certificate of incorporation to limit monetary liability of officers (effective 2025-05-27).
“As disclosed by Guild Holdings Company (the “Company”) in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 14, 2025 (the “Proxy Statement”), the Board approved an amendment (the “Amendment”) to the Company’s Amended and Restated Certificate of Incorporation limiting the monetary liability of its officers in certain circumstances pursuant to, and consistent with, Section 102(b)(7) of the Delaware General Corporation Law (the “DGCL”), subject to stockholder approval at the Company’s 2025 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, stockholders considered and approved the Amendment. On May 27, 2025, the Company filed with the Secretary of State of Delaware a Certificate of Amendment that reflects the Amendment, which was effective upon filing.”
Cricut, Inc.: Amended Amended and Restated Certificate of Incorporation to permit exculpation of certain officers as allowed by Delaware law (effective 2025-05-29).
“At the Cricut Inc. (the “Company”) 2025 Annual Meeting of Stockholders (the “Annual Meeting”), held on May 28, 2025 via live audio webcast, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to provide for the exculpation of certain of the Company’s officers from liability in specific circumstances, as permitted by Delaware law (the “Charter Amendment”).”
Invest Acquisition Corp: Extended the deadline to consummate an initial business combination by one year, to December 17, 2025 (effective 2024-12-17).
“the shareholders of the Company approved an amendment to the Company’s Amended and Restated Memorandum and Articles of Association, as amended (the “Charter”), to extend the date by which the Company must consummate an initial business combination for one (1) year, from December 17, 2024 to December 17, 2025.”
SCHWAB CHARLES CORP: Eliminated all matters set forth in the Certificate of Designations for Series G Preferred Stock from the Fifth Restated Certificate of Incorporation (effective 2025-06-02).
“On June 2, 2025, 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 5.375% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series G (Series G 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 G Preferred Stock.”
FIRST OF LONG ISLAND CORP: Due to the merger, FLIC ceased to exist and its certificate of incorporation and bylaws ceased to be in effect.
“As a result of the Merger, at the Effective Time, FLIC ceased to exist and the Certificate of Incorporation and the Bylaws of FLIC ceased to be in effect by operation of law.”
Ernexa Therapeutics Inc.: Allowed stockholder action by written consent in addition to meetings (effective 2025-06-02).
“Additionally, effectively June 2, 2025, the Company filed a certificate of amendment to its Amended COI with the Secretary of State of Delaware to allow for action required or permitted to be taken by stockholders of the Company to be effected by written consent of such stockholders in addition to duly called annual or special meetings of such stockholders.”
Ernexa Therapeutics Inc.: Increased authorized common stock from 100,000,000 to 150,000,000 (effective 2025-06-02).
“Effective June 2, 2025, Ernexa Therapeutics Inc. (the “Company”), filed a certificate of amendment to the Company’s Restated Certificate of Incorporation, as amended (the “Amended COI”) with the Secretary of State of Delaware to increase the authorized shares of its common stock from 100,000,000 to 150,000,000.”
WILLAMETTE VALLEY VINEYARDS INC: Separated the roles of President and Chief Executive Officer; President may but need not be CEO (effective 2024-05-27).
“the board of directors (the “Board”) of Willamette Valley Vineyards, Inc. (the “Company”) approved the Company’s Amended and Restated Bylaws. The Amended and Restated Bylaws were amended to separate the role of President and Chief Executive Officer of the Company.”
CLEARONE INC: Filed Certificate of Amendment to effect a 1-for-15 reverse stock split (effective 2025-06-09).
“The Company's Board of Directors has approved the 1-for-15 reverse split ratio , and the Company has filed with the Delaware Secretary of State a C ertificate of A mendment to its Certificate of Incorporation (the “Certificate of Amendment”) to effect the Reverse Stock Split at the Effective T ime.”
TOOTSIE ROLL INDUSTRIES INC: Added procedural requirements for shareholder director nominations and business proposals, adjusted advance notice window to 90-120 days before anniversary of prior year's meeting, updated provisions for universal proxy rules, clarified meeting notice and adjournment provisions, added Virginia forum (effective 2025-06-02).
“On June 2, 2025, the Board approved and adopted amended and restated Bylaws of the Company (the “Bylaws”), that became immediately effective, which, among other things: (i) added to the Bylaws certain procedural, informational and other requirements to be satisfied in connection with any advance notice relating to director nominations and the presentation of business at shareholder meetings; (ii) adjusted the notice window for shareholders to propose business or nominate directors to be considered at annual meetings to not less than 90 and not more than 120 days before the anniversary of the prior year’s meeting, except in limited circumstances; (iii) updated provisions related to director nominations by shareholders in light of the “universal proxy” rules set forth in Rule 14a-19 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (iv) updated and clarified provisions regarding the date, time, place and notice of meetings of shareholders and the Board’s ability”
Flux Power Holdings, Inc.: Increased authorized shares of common stock from 30,000,000 to 75,000,000 (effective 2025-05-28).
“on May 28, 2025, the Company filed a certificate of amendment (the “Amendment”) to its amended and restated articles of incorporation, as amended (the “Articles of Incorporation”) with the Secretary of State of the State of Nevada to increase the number of authorized shares of common stock of the Company from 30,000,000 to 75,000,000, effective upon filing.”
Penumbra Inc: Third Amended and Restated Bylaws adopted to phase in declassification of the Board and to eliminate supermajority voting requirements (effective 2025-05-28).
“on May 28, 2025, following stockholder approval of the Amended and Restated Charter, as described in Item 5.07 below, an amendment and restatement of the Company’s Second Amended and Restated Bylaws became effective (the “Third Amended and Restated Bylaws”).”
Penumbra Inc: Amended and Restated Certificate of Incorporation filed to phase in declassification of the Board of Directors and to replace supermajority voting requirements with a majority voting standard (effective 2025-05-28).
“On May 28, 2025, Penumbra, Inc. (“Penumbra” or the “Company”) filed an Amended and Restated Certificate of Incorporation (the “Amended and Restated Charter”) with the Secretary of State of the State of Delaware, which became effective upon such filing.”
FATE THERAPEUTICS INC: Increased authorized shares of Common Stock from 250,000,000 to 350,000,000 (effective 2025-05-29).
“to increase the number of authorized shares of Common Stock from 250,000,000 shares to 350,000,000 shares”
Streamex Corp.: Filed Special Voting Certificate of Designation with the Delaware Secretary of State to establish Special Voting Preferred Stock (effective 2025-05-28).
“On and effective May 28, 2025, the Company filed the Special Voting Certificate of Designation with the Secretary of State of the State of Delaware to establish the Special Voting Preferred Stock.”
Clearside Biomedical, Inc.: Increased authorized shares of common stock from 200,000,000 to 400,000,000 (effective 2025-05-30).
“the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “ Amendment ”) to increase the authorized number of shares of common stock from 200,000,000 to 400,000,000”
Checkpoint Therapeutics, Inc.: Amended and restated the bylaws in their entirety pursuant to the merger agreement.
“Pursuant to the Merger Agreement, as of the Effective Time, the Company’s bylaws, as in effect immediately prior to the Effective Time, were amended and restated in their entirety”
Ribbon Communications Inc.: Increased authorized shares of common stock from 240 million to 390 million (effective 2025-05-29).
“At the Annual Meeting, as described below under Item 5.07 below, the stockholders of the Company approved an amendment to the Company’s Restated Certificate of Incorporation, as amended (the “Restated Certificate of Incorporation”) to increase the number of authorized shares of its common stock, par value $0.0001 per share, by 150 million shares to a total of 390 million shares (the “Amendment”).”
Kestrel Group Ltd: The company adopted a new Code of Business Ethics and Conduct, effective May 27, 2015 (effective 2015-05-27).
“On May 27, 2015, in connection with the consummation of the Transactions, the Company’s board of directors adopted the Company’s Code of Business Ethics and Conduct (the “Code”), which became effective on such date.”
JENA ACQUISITION Corp II: Filed amended and restated memorandum and articles of association in connection with IPO (effective 2025-05-28).
“On May 28, 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 May 28, 2025.”
MATTEL INC /DE/: Extended officer exculpation to the fullest extent permitted by Delaware law (effective 2025-05-29).
“On May 29, 2025, to effect the Amendment, the Company filed a Certificate of Amendment of the Restated Certificate of Incorporation of the Company (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware, which became effective immediately upon its filing.”
CHEVRON CORP: Amended Restated Certificate of Incorporation to eliminate monetary liability of certain officers (officer exculpation) (effective 2025-05-28).
“The Restated Certificate of Incorporation became effective upon its filing with the Secretary of State of the State of Delaware on May 28, 2025.”
Celsius Holdings, Inc.: Stockholders approved amendment to Articles of Incorporation increasing authorized Common Stock from 300,000,000 to 400,000,000 shares (effective 2025-05-28).
“the Company’s stockholders approved an amendment to the Company’s Articles of Incorporation (the “Amendment”) to increase the number of shares of the Company’s authorized Common Stock from 300,000,000 to 400,000,000.”
HIGH WIRE NETWORKS, INC.: Filed Certificate of Designation for Series H Convertible Preferred Stock (effective 2025-05-22).
“On May 22, 2025, the Company filed a Certificate of Designation for the Series H Stock with the Secretary of State of the State of Nevada”
DarioHealth Corp.: Amended Series A-1 and Series B-1 Certificates of Designation to allow dividends/distributions in the form of pre-funded common stock purchase warrants instead of common stock (effective 2025-05-20).
“On May 20, 2025, the Company, upon obtaining the vote of a majority of the holders of the relevant classes of preferred stock, filed an Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of the Company’s Series A-1 Preferred Stock (the “Series A-1 Certificate of Designation”) and a Third Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of the Company’s Series B-1 Preferred Stock”
SPRUCE BIOSCIENCES, INC.: Filed Certificate of Designation for Series A Preferred Stock, establishing preferences, rights, and limitations including 22,000,000 votes limited to voting on a Reverse Stock Split Proposal, non-convertibility, $100.00 liquidation preference, transfer restrictions, and redemption provisions (effective 2025-05-28).
“On May 28, 2025, in connection with the Purchase Agreement, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of Series A Preferred Stock (the “Series A Certificate of Designation”) with the Secretary of State of the State of Delaware.”
FARADAY FUTURE INTELLIGENT ELECTRIC INC.: Eliminated designation of Series A Preferred Stock from charter after redemption (effective 2025-05-29).
“On May 29, 2025, prior to the Company’s filing of the Certificate of Amendment with the office of the Secretary of State of the State of Delaware, the Company filed a Certificate of Elimination (the “Certificate of Elimination”) with the office of the Secretary of State of the State of Delaware with respect to the Company’s Series A Preferred Stock, par value $0.0001 per share (“Series A Preferred Stock”), following the automatic redemption of all outstanding shares of Series A Preferred Stock after the conclusion of the Company’s Annual Meeting (as defined below).”
FARADAY FUTURE INTELLIGENT ELECTRIC INC.: Increased authorized shares of common stock from 129,245,313 to 167,245,313 and preferred stock from 10,000,000 to 12,900,000 (effective 2025-05-29).
“On May 29, 2025, 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 to effect (i) an increase in the number of authorized shares of common stock, par value $0.0001 per share, of the Company (“Common Stock”) from 129,245,313 shares to 167,245,313 shares, and (ii) an increase in the number of authorized shares of preferred stock, par value $0.0001 per share, of the Company (“Preferred Stock”) from 10,000,000 shares to 12,900,000 shares, increasing the total number of authorized shares of Common Stock and Preferred Stock from 139,245,313 shares to 180,145,313 shares.”
Kochav Defense Acquisition Corp.: Filed amended and restated memorandum and articles of association in connection with IPO (effective 2025-05-27).
“On May 27, 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 May 27, 2025.”
Wintergreen Acquisition Corp.: Amended and Restated Memorandum and Articles of Association became effective in connection with the IPO (effective 2025-05-28).
“the Company’s Amended and Restated Memorandum and Articles of Association (the “Amended and Restated Charter”) filed with the Cayman Islands Registrar of Companies became effective on May 28, 2025.”
BNB PLUS CORP.: Certificate of Incorporation amended to effect a 1-for-15 reverse stock split (effective 2025-06-02).
“At the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) held on May 22, 2025, the stockholders of Applied DNA Sciences, Inc. (the “Company”) authorized the board of directors of the Company (the “Board”), in its discretion, to amend the Company’s Certificate of Incorporation, as amended (the “Certificate of Incorporation”), to effect a reverse split of the Company’s outstanding common stock, par value $0.001 (the “Common Stock”), at a ratio between one-for-five (1:5) and one-for-fifty (1:50), with such final ratio to be determined by the Board. The Board determined to set the reverse stock split ratio at one-for-fifteen (1:15) (the “Reverse Stock Split”) and approved the final form of the Certificate of Amendment to the Certificate of Incorporation to effectuate the Reverse Stock Split (the “Certificate of Amendment”).”
Integer Holdings Corp: Amendment to Amended and Restated Bylaws to delete in full former Article 9, which permitted ratification of prior actions by the Board or by the Company's stockholders (effective 2025-05-21).
“the only change effected by the amendment to the Amended and Restated Bylaws was to delete in full former Article 9, which permitted ratification of prior actions by the Board or by the Company's stockholders.”
Integer Holdings Corp: Amendment to Restated Certificate of Incorporation to include an officer exculpation provision, eliminating monetary liability of certain officers in certain circumstances as permitted by Delaware law (effective 2025-05-23).
“to provide for the elimination of monetary liability of certain officers of the Company in certain circumstances as permitted by Delaware law.”
ORAGENICS INC: The company filed Articles of Amendment to effect a one-for-thirty reverse stock split of common stock, effective June 3, 2025 (effective 2025-06-03).
“On May 27, 2025, Oragenics, Inc. (the “ Company ”) filed Articles of Amendment (the “ Amendment ”) to its Amended and Restated Articles of Incorporation, as amended, with the Secretary of State of Florida to effect a One-for-Thirty (1-for-30) reverse stock split (the “ Reverse Stock Split ”) of the Company’s shares of Common Stock, $0.001, par value (the “ Common Stock ”). The Company anticipates that the Reverse Stock Split will become effective at 12:01 a.m. Eastern Time on June 3, 2025 (the “ Effective Time”) and that the Common Stock will be quoted on NYSE American Stock Market (the “ NYSE American ”) on a post-split basis at the open of business on June 3, 2025. The Company’s shareholders approved the Reverse Stock Split at the Company’s 2024 Annual Meeting of Stockholders held on May 2, 2025, at a ratio between One-for-Five (1-for 5) to One-for Fifty (1-for-50), with such ratio to be determined in the discretion of the Company’s Board of Directors (the “ Board ”) and with such re”
Equitable Holdings, Inc.: Amended certificate of incorporation and bylaws to grant stockholders right to call a special meeting (effective 2025-05-28).
“Proposal 7: The Company’s stockholders approved amendments to the Company’s Certificate of Incorporation and By-laws to create a stockholder right to call a special meeting.”
Equitable Holdings, Inc.: Amended certificate of incorporation to limit liability of certain officers as permitted by Delaware law (effective 2025-05-28).
“At the Annual Meeting, the stockholders of the Company voted to approve amendments to the Company’s Second Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to limit the liability of certain officers as permitted by Delaware law”
HeartSciences Inc.: The Company filed a Certificate of Designations with the Texas Secretary of State designating 4,285,714 shares of preferred stock as Series D Convertible Preferred Stock, with terms including conversion rights, liquidation preference, ranking, and no voting rights (effective 2025-05-21).
“On May 21, 2025, the Company submitted the Certificate of Designations of Preferences, Rights and Limitations of Series D Convertible Stock (the “Certificate of Designations”) with the Secretary of State of the State of Texas (the “Texas Secretary of State”) designating 4,285,714 shares of the Company’s preferred stock as “Series D Convertible Preferred Stock”.”
GPGI, Inc.: Increased authorized Common Stock from 250M to 1B shares and removed obsolete provisions related to eliminated dual class structure via Third Amended and Restated Certificate of Incorporation.
“The Company has filed with the Secretary of State of Delaware a Third Amended and Restated Certificate of Amendment reflecting each of the Authorized Stock Increase Amendment and the Obsolete Provisions Removal Amendment, which was effective upon filing.”
Incannex Healthcare Inc.: Amended Certificate of Incorporation to increase authorized common shares from 100,000,000 to 800,000,000 (effective 2025-05-27).
“On May 27, 2025, the Company filed with the Secretary of State of the State of Delaware an amendment to the Certificate of Incorporation to increase the authorized shares of common stock of the Company from 100,000,000 shares to 800,000,000 shares”
Silvaco Group, Inc.: Amended and Restated Bylaws to eliminate the 'for cause' requirement for removal of directors (effective 2025-05-22).
“the Board of Directors of the Company approved Amended and Restated Bylaws of the Company on May 22, 2025, to eliminate the “for cause” requirement for the removal of directors.”
Silvaco Group, Inc.: Amended and Restated Certificate of Incorporation to allow removal of directors without cause (effective 2025-05-28).
“our stockholders approved an Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate”) to allow for the removal of directors by stockholders without cause. The Amended and Restated Certificate was filed with the Secretary of State of the State of Delaware and became effective on May 28, 2025.”
Knife River Corp: Removed supermajority voting requirements and made other immaterial, non-substantive and ministerial changes via Second Amended and Restated Bylaws (effective 2025-05-22).
“on May 22, 2025, the Board of Directors of the Company amended and restated the Company’s Amended and Restated Bylaws (as amended and restated, the “Second Amended and Restated Bylaws”), effective as of that date, to similarly remove the related two-thirds (66 2 / 3 %) supermajority voting requirements to align with the Second Amended and Restated Certificate of Incorporation, as well as make other immaterial, non-substantive and ministerial changes.”
Knife River Corp: Eliminated supermajority voting requirements and made other immaterial, non-substantive and ministerial changes via Second Amended and Restated Certificate of Incorporation (effective 2025-05-22).
“the Company’s stockholders approved the amendment and restatement of the Company’s Amended and Restated Certificate of Incorporation to eliminate the two-thirds (66 2 / 3 %) supermajority voting requirements and make other immaterial, non-substantive and ministerial changes (as amended and restated, the “Second Amended and Restated Certificate of Incorporation”)”
Tron Inc.: Corrected conversion price of Series A Preferred Stock from $0.50 to $0.56 per share via Amended & Restated Certificate of Designation (effective 2025-05-23).
“on May 23, 2025 the Company filed an Amended & Restated Certificate of Designation (the “ A&R Series A Certificate of Designation ”) to correct the conversion price of the Series A Preferred Stock from $0.50 per share to $0.56 per share.”
Pelican Acquisition Corp: Adoption of Second Amended and Restated Memorandum and Articles of Association (effective 2025-05-22).
“On May 22, 2025, the Company adopted its Second Amended and Restated Memorandum and Articles of Association.”
Armada Acquisition Corp. II: Amended and Restated Memorandum and Articles of Association became effective on May 20, 2025 (effective 2025-05-20).
“The Company’s Amended and Restated Memorandum and Articles of Association became effective on May 20, 2025.”
OLD SECOND BANCORP INC: Filed a Certificate of Amendment to increase authorized shares of common stock from 60,000,000 to 120,000,000 (effective 2025-05-23).
“On May 23, 2025, Old Second Bancorp, Inc. (the “Company”) filed a Certificate of Amendment to its Restated Certificate of Incorporation with the Secretary of State of Delaware to increase the number of authorized shares of the Company’s common stock from 60,000,000 to 120,000,000.”
Builders FirstSource, Inc.: The Board approved amendments to the Amended and Restated By-laws to declassify the Board of Directors, effective concurrently with the charter amendments (effective 2025-05-27).
“Additionally, the Board approved amendments to the Company’s Amended and Restated By-laws (the “By-laws”), which became effective concurrently with the effectiveness of the Amended and Restated Certificate of Incorporation. The By-laws were amended and restated to declassify the Company’s Board.”
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.