Charter, bylaw, and control-related changes under 8-K Items 5.03/5.05/5.06.
Cantor Equity Partners II, Inc.: Amended and restated memorandum and articles of association filed effective May 2, 2025 in connection with IPO (effective 2025-05-02).
“On May 2, 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.”
Copley Acquisition Corp: Adopted Amended and Restated Memorandum and Articles of Association in connection with IPO (effective 2025-04-30).
“the Company adopted its Amended and Restated Memorandum and Articles of Association (the “Amended Charter”).”
PULTEGROUP INC/MI/: Adopted Amended and Restated By-Laws deleting Article IX (Section 382 transfer restrictions), updating shareholder procedural requirements for director nominations, proposals, special meetings, and written consent, and updating director number/eligibility provisions (effective 2025-05-01).
“On May 1, 2025, the Board of Directors of PulteGroup, Inc. (the “Company”) adopted Amended and Restated By-Laws, effective the same date.”
Protagenic Therapeutics, Inc.new: Approved and filed a certificate of amendment to effect a 1-for-14 reverse stock split of common stock (effective 2025-05-05).
“On May 2, 2025, the Company filed with the Secretary of State of the State of Delaware a certificate of amendment to its third amended and restated certificate of incorporation (the “Certificate of Amendment”) to effect the Reverse Stock Split.”
HUNTINGTON INGALLS INDUSTRIES, INC.: Amended Restated Bylaws to reflect DGCL changes, clarify requirements, and adjust stockholder proposal deadlines (effective 2025-04-30).
“On April 30, 2025, the Board of Directors considered and approved amendments to the Company's restated Bylaws to reflect recent changes to the DGCL, emerging practices, clarify information and other requirements, clarify certain provisions relating to indemnification, and make certain other changes.”
HUNTINGTON INGALLS INDUSTRIES, INC.: Amended Restated Certificate of Incorporation to eliminate personal liability of certain officers and conform special meeting provision.
“As disclosed in our Proxy Statement, the Board of Directors of the Company approved amendments (the "Amendments") to the Company's Restated Certificate of Incorporation (the "Certificate of Incorporation") to: (1) provide for the elimination of personal liability of certain officers for monetary damages for breach of certain fiduciary duties as an officer, to the extent permitted by the Delaware General Corporation Law ("DGCL"), and (2) conform Article Twelfth of the Certificate of Incorporation with the special meeting bylaw provision under the Company's Restated Bylaws, in each case, subject to stockholder approval at the 2025 Annual Meeting.”
Lantheus Holdings, Inc.: Amended and restated Bylaws effective May 1, 2025, adding procedural and disclosure requirements for special meetings, updating meeting rules, revising director nomination and proxy access procedures, providing automatic director reduction on vacancies, and making ministerial changes (effective 2025-05-01).
“On May 1, 2025, the Board of Directors of Lantheus Holdings, Inc. (the “ Company ”) amended and restated the Company’s Bylaws (as so amended and restated, the “ Amended and Restated Bylaws ”), effective immediately. Among other things, the amendments effected by the Amended and Restated Bylaws (i) add procedural and disclosure requirements for stockholders calling special meetings of stockholders, (ii) update procedures and rules relating to stockholder meetings, (iii) revise procedural mechanics and disclosure requirements applicable to stockholder nominations of directors, submissions of proposals regarding other business at stockholder meetings, proxy access and general director eligibility, (iv) provide that the authorized number of directors is automatically reduced upon any vacancy on the Board of Directors of the Company to eliminate such vacancy, (v) make certain changes to conform to recent amendments to the Delaware General Corporation Law and (vi) make certain other minister”
VNOM Sub, Inc.: OpCo LLC agreement supplemented to update Exhibit A ownership of OpCo Units on May 1, 2025, with no other changes to the existing agreement (effective 2025-05-01).
“Item 5.03. Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year. In connection with the Drop Down and the Equity Issuance completed on May 1, 2025, Viper, in its capacity as the sole managing member of the Operating Company, admitted Seller as an additional member under the Third Amended and Restated Limited Liability Company Agreement of the Operating Company, dated as of October 1, 2025, as supplemented on February 14, 2025 and May 1, 2025 solely to update ownership of the OpCo Units reflected on Exhibit A thereto (the “Third OpCo LLC Agreement”). Except for the updates to Exhibit A on May 1, 2025, as described in this Item 5.03, no other changes were made to the Operating Company’s existing limited liability company agreement.”
Vistra Corp.: Board approved an amendment to the Bylaws to conform to the Supermajority Amendment, replacing supermajority voting standards with a simple majority standard (effective 2025-05-02).
“Contingent upon stockholder approval of the Supermajority Amendment at the Annual Meeting and the subsequent filing of the Amended and Restated Certificate of Incorporation, the Board approved an amendment to the Company’s amended and restated bylaws (the “Bylaws”), to conform the Bylaws to the proposed Supermajority Amendment, as described above.”
Vistra Corp.: Stockholders approved three Charter Amendments: officer exculpation, repeal of waiver of corporate opportunities, and removal of supermajority voting standards for amending certificate of incorporation (effective 2025-05-02).
“The Charter Amendments effected the following changes, respectively: (i) the exculpation from liability for certain Company officers under certain circumstances, as permitted by Delaware law; (ii) the repeal of provisions relating to the waiver of corporate opportunities in favor of former principal stockholders of the Company; and (iii) the removal of the 66 2/3% supermajority voting standards for the Company’s stockholders to amend certain provisions of the Restated Certificate of Incorporation, replacing such provisions with a simple majority standard in each case, as applicable following the stockholder vote (the “Supermajority Amendment”).”
Shift4 Payments, Inc.: Filed Certificate of Designations to establish Series A Mandatory Convertible Preferred Stock (effective 2025-05-05).
“In connection with the issuance of Series A Mandatory Convertible Preferred Stock, the Company filed a Certificate of Designations (the “Certificate of Designations”) with the Delaware Secretary of State on May 5, 2025, to establish the designations, powers, preferences and rights of the Series A Mandatory Convertible Preferred Stock and the qualifications, limitations and restrictions thereof.”
Transcode Therapeutics, Inc.: Filed a Certificate of Amendment to effect a 1-for-28 reverse stock split of common stock, effective May 15, 2025 (effective 2025-05-15).
“On May 5, 2025, TransCode Therapeutics, Inc., (the “Company”) filed with the Secretary of State of the State of Delaware a Certificate of Amendment (the “Certificate of Amendment”) to its Amended and Restated Certificate of Incorporation to effect a 1-for-28 reverse stock split (the “Reverse Split”) of the Company’s issued and outstanding shares of common stock, par value $0.0001 per share (the “Common Stock”), as of 12:01 a.m. Eastern Time on May 15, 2025 (the “Effective Time”).”
NORTHERN REVIVAL ACQUISITION Corp: Extended date to consummate initial business combination from May 4, 2025 to January 4, 2026 (effective 2025-05-02).
“The amendments to the Company's charter will have an effective date of May 2, 2025.”
USA Rare Earth, Inc.: Amended Certificate of Designation to reduce the conversion price of Series A Preferred Stock to $7.00 upon consummation of the Private Placement (effective 2025-05-01).
“On May 1, 2025, in connection with the Private Placement, and following approval of the board of directors of the Company and the required holders of the Company’s 12.0% Series A Cumulative Convertible Preferred Stock (the “ Series A Preferred Stock ”), the Company adopted and filed with the Secretary of State of the State of Delaware, a certificate of amendment (the “ Certificate of Amendment ”) to the Company’s Certificate of Designation of Preferences, Rights and Limitations of 12.0% Series A Cumulative Convertible Preferred Stock (the “ Certificate of Designation ”).”
EVANS BANCORP INC: Evans Bancorp's certificate of incorporation ceased by operation of law; NBT's restated certificate remains in effect.
“The Restated Certificate of Incorporation and Amended and Restated Bylaws of NBT, as in effect immediately prior to the Effective Time, remain in effect as the Restated Certificate of Incorporation and Amended and Restated Bylaws of NBT as the surviving entity of the Merger”
EVANS BANCORP INC: Evans Bancorp's bylaws ceased by operation of law upon merger; NBT's amended and restated bylaws remain in effect as surviving entity.
“As a result of the Merger, at the effective time of the Merger, Evans ceased to exist and the Certificate of Incorporation and the Bylaws of Evans ceased to be in effect by operation of law.”
BECTON DICKINSON & CO: Amended Article II, Section 2.D. to update procedural and disclosure requirements for advance notice of nominations and other business at annual meetings, including revisions for Rule 14a-19, defined terms, order of business, and appointment of officers (effective 2025-04-29).
“On April 29, 2025, the Board of Directors of Becton, Dickinson and Company (the “Company”) amended Article II, Section 2.D. of the By-laws (the “By-laws”) of the Company to update certain procedural and disclosure requirements relating to the advance notice of nominations and other business at an annual meeting of shareholders.”
PLUS THERAPEUTICS, INC.: Increased authorized shares of common stock from 100,000,000 to 2,000,000,000 (effective 2025-05-02).
“the stockholders of the Company approved a Certificate of Amendment (the “Amendment”) to the Company’s Certificate of Incorporation, as amended (the “Certificate of Incorporation”), to increase the authorized shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), from 100,000,000 shares to 2,000,000,000 shares”
NeuroMetrix, Inc.: The Surviving Corporation adopted the Fourth Amended and Restated Certificate of Incorporation in connection with the Merger.
“At the Effective Time and in connection with the Merger, the Surviving Corporation adopted the Fourth Amended and Restated Certificate of Incorporation, in the form attached hereto as Exhibit 3.1(the “ Amended and Restated Certificate ”).”
NeuroMetrix, Inc.: The Surviving Corporation adopted Amended and Restated Bylaws in connection with the Merger.
“At the Effective Time and in connection with the Merger, the Surviving Corporation adopted the Amended and Restated Bylaws, in the form attached hereto as Exhibit 3.2 (the “ Amended and Restated Bylaws ”).”
UNIVERSAL LOGISTICS HOLDINGS, INC.: Company converted from Michigan to Nevada corporation; adopted new Nevada Articles of Incorporation and Bylaws effective May 1, 2025 (effective 2025-05-01).
“On May 1, 2025, the Company completed the Conversion by filing, among other things, a Certificate of Conversion with the Corporations Division of the Department of Licensing and Regulatory Affairs of the State of Michigan, as well as Articles of Conversion and the Nevada Articles with the Secretary of State of the State of Nevada.”
Venus Concept Inc.: Amended Senior Preferred Stock Certificate of Designations to clarify voting rights adjustment following the 11-for-1 reverse stock split effective March 3, 2025 (effective 2025-04-30).
“On April 30, 2025 , the Company filed a Certificate of Amendment with the Secretary of State of the State of Delaware (the “ Certificate of Amendment ”), thereby amending the Certificate of Designations with respect to the Company’s Senior Convertible Preferred Stock (“ Senior Preferred Stock ”), as filed with the Secretary of State of the State of Delaware on May 15, 2023 and as amended by that certain Certificate of Amendment filed with the Secretary of State of the State of Delaware on June 22, 2023 (the “ Certificate of Designations ”).”
FIRST BUSINESS FINANCIAL SERVICES, INC.: Amended By-Laws to transfer authority from President to CEO for calling shareholder and board meetings, signing stock certificates, and revised meeting chairperson provisions (effective 2025-04-25).
“Effective April 25, 2025, the Board of Directors (the “Board”) of First Business Financial Services, Inc. (the “Company”) approved certain amendments to the Company’s Amended and Restated By-Laws (the “By-Laws”) in light of the Company’s current leadership structure.”
iQSTEL Inc: Amended Articles of Incorporation via Certificate of Change to effect a 1-for-80 reverse stock split (effective 2025-05-02).
“The Board of Directors of iQSTEL Inc., a Nevada corporation (the “Company”), has approved a reverse stock split of the Company’s authorized, issued and outstanding shares of common stock, par value $0.001 per share (the “Common Stock”), at a ratio of 1-for-80 (the “Reverse Stock Split”). The Reverse Stock Split was effective on May 2, 2025 (the “Market Effective Date”).”
Leet Technology Inc.: Adoption of amended and restated memorandum and articles of association of LEET BVI following merger, changing share structure and governance provisions.
“The following description of the material terms of LEET BVI’s articles of association and shares following the Merger includes a summary of certain provisions of its amended and restated memorandum and articles of association following the completion of the Merger.”
Valion Bio, Inc.: Filed Certificate of Designation for Series B Non-Voting Convertible Preferred Stock, designating new series of preferred stock with specific rights and preferences (effective 2025-04-29).
“Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On April 29, 2025, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of the Series B Non-Voting Convertible Preferred Stock (the “Certificate of Designation”) with the Secretary of State of the State of Delaware in connection with the Offering discussed above in Item 1.01.”
Sharplink, Inc.: Filing of Certificate of Amendment to the Amended and Restated Certificate of Incorporation to effect a 1-for-12 reverse stock split of common stock (effective 2025-05-02).
“On May 2, 2025, SharpLink Gaming, Inc. (“SharpLink” or the “Company”) filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware (the “Amendment”). The Amendment provides for a reverse stock split (the “Reverse Stock Split”) of the Company’s common stock (“Common Stock”), par value $0.0001 per share, at a ratio of 1-for-12, effective as of 5:00 p.m. Eastern Time on May 5, 2025.”
Republic Digital Acquisition Co: Filed amended and restated memorandum and articles of association in connection with IPO (effective 2025-04-30).
“On May 1, 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 April 30, 2025.”
NRG ENERGY, INC.: Stockholders approved amendment and restatement of the certificate of incorporation to eliminate supermajority voting, remove classified board references, and make technical updates (effective 2025-05-01).
“the Company’s stockholders approved the amendment and restatement of the Company’s Amended and Restated Certificate of Incorporation (the “Restated Charter”) to (i) eliminate supermajority voting requirements applicable to the Company’s common stock; (ii) remove obsolete references to a classified board and specify the standard for removal of directors in accordance with Delaware law; and (iii) make other technical and administrative updates.”
Applied Digital Corp.: Filed Certificate of Designation for Series G Convertible Preferred Stock designating 156,000 shares with a stated value of $1,000 per share (effective 2025-04-30).
“On April 30, 2025, the Company filed a Certificate of the Designations, Powers, Preferences and Rights of Series G Convertible Preferred Stock with the Secretary of State of the State of Nevada designating 156,000 shares out of the authorized but unissued shares of its preferred stock as Series G Preferred Stock with a stated value of $1,000 per share”
NSTAR ELECTRIC CO: Revised supermajority voting provisions to majority-only vote and allowed virtual annual shareholder meetings (effective 2025-05-01).
“On May 1, 2025, Eversource Energy filed an amendment to its Declaration of Trust (the “Amendment”) with the Secretary of the Commonwealth of Massachusetts to revise all provisions that require more than a majority vote to a majority-only vote and allow annual meetings of Shareholders to be held in person or virtually as the Board may determine.”
Mueller Water Products, Inc.: Amended and restated Bylaws to update advance notice provisions, address universal proxy rules, modify meeting procedures, and add exclusive forum provisions for Delaware and federal securities claims (effective 2025-04-30).
“On April 30, 2025, in connection with a periodic review of corporate governance matters and the universal proxy rules adopted by the U.S. Securities and Exchange Commission (the “Universal Proxy Rules”), the Board of Directors (the “Board”) of Mueller Water Products, Inc. (the “Company”) amended and restated the Company’s Bylaws (the “Amended Bylaws), effective on that date.”
ONE Group Hospitality, Inc.: Fiscal year changed from calendar-based to 52/53-week fiscal year ending on last Sunday in December (effective 2025-04-29).
“On April 29, 2025, the Board of Directors of The ONE Group Hospitality, Inc. (the “Company”) approved changing the Company’s fiscal year from a calendar-based fiscal year to a 52/53-week fiscal year ending on the last Sunday in December.”
Columbia Financial, Inc.: Board of Directors adopted a revised Code of Ethics and Business Conduct, amending and restating the prior code with updates including public disclosure responsibilities, outside director positions, antitrust compliance, and political activities, effective April 29, 2025 (effective 2025-04-29).
“Effective April 29, 2025, the Board of Directors of Columbia Financial, Inc. (the “ Company ”) adopted a revised Columbia Financial, Inc. Code of Ethics and Business Conduct (the “ Code ”) that amended, restated, and replaced the Company’s prior Code of Ethics and Business Conduct.”
Jade Biosciences, Inc.: Company ceased to be a shell company as a result of the Merger (effective 2025-04-28).
“As a result of the Merger, the Company ceased to be a shell company (as defined in Rule 12b-2 of the Exchange Act) as of the Closing Date.”
Jade Biosciences, Inc.: Adoption of a new Code of Business Conduct and Ethics, effective April 28, 2025, superseding the prior code (effective 2025-04-28).
“On April 28, 2025, in connection with the Closing, the Board adopted a new Code of Business Conduct and Ethics of the Company (the “ Code of Conduct ”), effective as of such date. The Code of Conduct supersedes the existing Code of Business Conduct and Ethics, as previously adopted by Aerovate’s board of directors (the “ Existing Code of Conduct ”).”
Jade Biosciences, Inc.: Adoption of Nevada bylaws in connection with Redomestication from Delaware to Nevada (effective 2025-04-28).
“The Company ceased to be governed by Aerovate’s second amended and restated certificate of incorporation and Aerovate’s amended and restated bylaws and instead is governed by the provisions of the Nevada articles of incorporation (the “ Nevada Charter ”) and the Nevada bylaws (the “ Nevada Bylaws ”).”
Jade Biosciences, Inc.: Amendments to Aerovate's second amended and restated certificate of incorporation to increase authorized shares from 150,000,000 to 300,000,000, effect a 1-for-35 reverse stock split, and change the company name to Jade Biosciences, Inc (effective 2025-04-28).
“Aerovate’s stockholders approved, among other matters, amendments to the second amended and restated certificate of incorporation of Aerovate to (i) increase the number of authorized shares of Company common stock from 150,000,000 shares to 300,000,000 (the “ Authorized Share Increase ”), (ii) effect the Reverse Stock Split and (iii) effect the redomestication of Aerovate from the State of Delaware to the State of Nevada by conversion (the “ Redomestication ”) by means of a plan of conversion (the “ Plan of Conversion ”), in each case as described in the Proxy Statement/Prospectus.”
Trump Media & Technology Group Corp.: Adopted new Bylaws in connection with reincorporation to Florida (effective 2025-04-30).
“adopted new Bylaws (the “ Bylaws ”). The Reincorporation became effective as of April 30, 2025”
Trump Media & Technology Group Corp.: Reincorporated from Delaware to Florida and filed new Articles of Incorporation with Florida Secretary of State (effective 2025-04-30).
“the Company filed its Articles of Incorporation (the “ Articles of Incorporation ”) with the Florida Secretary of State”
Vacasa, Inc.: Bylaws of Merger Sub became the bylaws of the Company in connection with merger.
“Pursuant to the terms of the Merger Agreement, at the Company Merger Effective Time, the bylaws of Company Merger Sub as in effect immediately prior to the Company Merger Effective Time became the bylaws of the Company (the “Bylaws”).”
Vacasa, Inc.: Amended and restated the Certificate of Incorporation in connection with merger.
“Pursuant to the terms of the Merger Agreement, at the Company Merger Effective Time, the Company’s Amended and Restated Certificate of Incorporation, as in effect immediately prior to the Company Merger Effective Time, was amended and restated in its entirety (the “Charter”).”
Berto Acquisition Corp.: Adopted Amended and Restated Memorandum and Articles of Association in connection with IPO (effective 2025-04-29).
“On April 29, 2025, in connection with the IPO, the Company adopted its Amended and Restated Memorandum and Articles of Association (the “ Articles ”), effective the same day.”
Real Asset Acquisition Corp.: Adopted Amended and Restated Memorandum and Articles of Association effective April 28, 2025, in connection with the IPO (effective 2025-04-28).
“On April 28, 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.”
Digital Asset Acquisition Corp.: Adopted Amended and Restated Memorandum and Articles of Association in connection with the IPO (effective 2025-04-28).
“On April 28, 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.”
OLD NATIONAL BANCORP /IN/: Amended and Restated By-Laws to increase Board size from 15 to 16 directors (effective 2025-05-01).
“Effective May 1, 2025, the Amended and Restated By-Laws of Old National, dated February 21, 2024 (the “Amended and Restated By-Laws”), were amended to increase the size of the Board from 15 to 16 directors (the “By-Laws Amendment”)”
OLIN Corp: Amended Article II, Section 1 of the Bylaws to decrease the Board size from ten to nine directors following Mr. Bunch's term completion (effective 2025-05-01).
“On May 1, 2025, the Board approved an amendment to Article II, Section 1 of Olin’s Bylaws to decrease the size of the Board from ten to nine directors, following the completion of Mr. C. Robert Bunch’s term on the Board.”
BALL Corp: Amended bylaws to set board size between nine and fifteen members, with exact number determined by the Board (effective 2025-04-30).
“Ball Corporation (the "Company") amended the Bylaws of the Company to establish that the size of the Board shall be between nine and fifteen members and the exact number of directors will be determined by the Board from time to time.”
TreeHouse Foods, Inc.: Approved amendment to Restated Certificate of Incorporation to limit liability of certain officers as permitted by Delaware law (effective 2025-04-24).
“As disclosed in Proposal 4 of the definitive proxy statement of TreeHouse Foods, Inc. (the “Company”) filed with the Securities and Exchange Commission on March 13, 2025 in connection with the 2025 Annual Meeting of the Company’s stockholders, the Board of Directors approved an amendment (the “Amendment”) to the Company’s Amended and Restated Certificate of Incorporation to provide exculpation from liability for certain Company officers in certain circumstances as permitted by Delaware law, subject to stockholder approval at the Annual Meeting.”
BERRY GLOBAL GROUP, INC.: Bylaws were amended and restated in connection with the merger effective as of the Effective Time.
“the certificate of incorporation and the bylaws of Berry were amended and restated in their entirety to be in the form of the certificate of incorporation and bylaws of Merger Sub in effect as of immediately prior to the Effective Time, subject to certain changes as set forth in the Merger Agreement”
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.