Charter, bylaw, and control-related changes under 8-K Items 5.03/5.05/5.06.
BERRY GLOBAL GROUP, INC.: Certificate of incorporation was 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”
TPI COMPOSITES, INC: Extended deadline for notice of director nominations for the 2025 Annual Meeting to May 30, 2025 (effective 2025-04-29).
“On April 29, 2025, the Board of Directors of the Company extended the deadline for notice of director nominations for consideration at the 2025 Annual Meeting to May 30, 2025 pursuant to the Company’s Third Amended and Restated Bylaws”
SRx Health Solutions, Inc.: Amended certificate of incorporation to change company name from Better Choice Company Inc. to SRx Health Solutions, Inc (effective 2025-04-24).
“On April 24, 2025, concurrent with the Merger, we amended our certificate of incorporation to change the name of the Company from "Better Choice Company Inc." to "SRx Health Solutions, Inc."”
Beeline Holdings, Inc.: Filed Certificate of Amendment to Series G Convertible Preferred Stock Certificate of Designations to modify beneficial ownership limitation and anti-dilution price protection adjustment rights (effective 2025-04-25).
“Certificate of Amendment of Series G Preferred Stock On April 25, 2025, the Company filed with the Nevada Secretary of State a Certificate of Amendment to the Series G Convertible Preferred Stock (as amended, “Series G”) Certificate of Designations.”
Solana Co: Amended Certificate of Incorporation to effect a 1-for-15 reverse stock split (effective 2025-05-02).
“On April 30, 2025, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment to its Certificate of Incorporation (the “ Certificate of Amendment ”) to effect the Reverse Stock Split.”
Sharps Technology Inc.: Implemented a 1-for-300 reverse stock split via amendment to Second Amended and Restated Certificate of Incorporation (effective 2025-04-25).
“On April 25, 2025, Sharps Technology Inc., a Nevada corporation (the “ Company ”), amended its Second Amended and Restated Certificate of Incorporation, as amended (the “ Charter Amendment ”), to implement a 1-for-300 reverse stock split, such that every 300 shares of Common Stock (the “ Common Stock ”) were combined into one issued and outstanding share of Common Stock, with no change in the $0.0001 par value per share (the “ Reverse Stock Split ”). The Reverse Stock Split was effective at 11:59 p.m., Eastern Time, on April 27, 2025”
Trump Media & Technology Group Corp.: Reincorporation from Delaware to Florida (effective 2025-04-30).
“At the Annual Meeting, the Company’s stockholders approved the reincorporation of the Company from Delaware to Florida”
North Haven Net REIT: Designated new Class F-IO and Class IO shares, amending the declaration of trust and related partnership/agreements (effective 2025-04-28).
“On April 28, 2025, the Company adopted the Second Amended and Restated Declaration of Trust (the “Amended Declaration of Trust”), pursuant to which the Company designated the new Class F-IO shares and Class IO shares.”
SKYWORKS SOLUTIONS, INC.: Changed registered agent to Cogency Global Inc. and registered office to 850 New Burton Road, Suite 201, Dover, DE 19904, amending Article Second of the Restated Certificate of Incorporation (effective 2025-04-24).
“On April 24, 2025, Skyworks Solutions, Inc. (the “Registrant”), filed a Certificate of Change of Registered Agent and/or Registered Office (the “Certificate of Change”) with the Secretary of State of the State of Delaware to change the Registrant’s registered agent to Cogency Global Inc. and its registered office to 850 New Burton Road, Suite 201, Dover, DE 19904 (Kent County).”
J M SMUCKER Co: Amended regulations to remove requirement that President be a director and update shareholder meeting procedures (effective 2025-04-30).
“On April 30, 2025, the Board of Directors of the Company approved and adopted an amendment and restatement of the Company’s Amended Regulations (the “Amended Regulations”). Among other things, the amendment (i) removes the prior requirement that the President of the Company also be a director of the Company and (ii) updates certain procedural requirements concerning the date, time, place, and conduct of meetings of the Company’s shareholders.”
BEACON ROOFING SUPPLY INC: The company's bylaws were amended and restated in their entirety in connection with the consummation of the Merger and the Offer, effective as of the Effective Time (effective 2025-04-29).
“In connection with the consummation of the Merger and the Offer, the Company’s certificate of incorporation and its bylaws, as in effect immediately prior to the Effective Time, were each amended and restated in their entirety, effective as of the Effective Time.”
BEACON ROOFING SUPPLY INC: The company's certificate of incorporation was amended and restated in its entirety in connection with the consummation of the Merger and the Offer, effective as of the Effective Time (effective 2025-04-29).
“In connection with the consummation of the Merger and the Offer, the Company’s certificate of incorporation and its bylaws, as in effect immediately prior to the Effective Time, were each amended and restated in their entirety, effective as of the Effective Time.”
SELECT MEDICAL HOLDINGS CORP: Reduced voting threshold to a majority of outstanding shares to amend the Bylaws and remove a Director for cause, effective upon the Charter amendment (effective 2025-04-28).
“The Board previously also approved an amendment to the Bylaws, which became effective upon the effectiveness of the foregoing amendment to the Charter.”
SELECT MEDICAL HOLDINGS CORP: Eliminated supermajority voting requirements from the Charter, reducing voting threshold to a majority of outstanding shares to amend the Bylaws and certain enumerated provisions of the Charter (effective 2025-04-28).
“The amendment of the Charter became effective upon the filing of a certificate of amendment with the Delaware Secretary of State on April 28, 2025.”
Liberty TripAdvisor Holdings, Inc.: Amended and restated Amended and Restated Bylaws in their entirety at Effective Time.
“at the Effective Time, the Amended and Restated Bylaws of Liberty TripAdvisor, as amended, as in effect immediately prior to the Effective Time, was amended and restated in its entirety”
Liberty TripAdvisor Holdings, Inc.: Amended and restated Restated Certificate of Incorporation in its entirety at Effective Time.
“at the Effective Time, the Restated Certificate of Incorporation of Liberty TripAdvisor, as amended, as in effect immediately prior to the Effective Time, was amended and restated in its entirety”
Liberty TripAdvisor Holdings, Inc.: Amended Restated Certificate of Incorporation to modify Certificate of Designations of LTRPP in connection with merger (effective 2025-04-29).
“on April 29, 2025, prior to the Effective Time, the Restated Certificate of Incorporation of Liberty TripAdvisor was amended to amend certain provisions of the Certificate of Designations of LTRPP”
AltEnergy Acquisition Corp: Filed amendment to Certificate of Incorporation to extend business combination deadline from May 2, 2025 to May 1, 2026 (effective 2025-04-25).
“On Apri1 25, 2025, to effectuate the Extension, the Company filed an amendment to the Certificate of Incorporation (the “Amendment”) with the Secretary of State of the State of Delaware.”
Inflection Point Acquisition Corp. III: Company adopted amended and restated memorandum and articles of association in connection with IPO (effective 2025-04-24).
“On April 24, 2025, in connection with the IPO, the Company adopted its Amended and Restated Memorandum and Articles of Association (the “ Amended Charter ”), effective the same day.”
Crane Harbor Acquisition Corp.: On April 24, 2025, in connection with its IPO, the Company filed a second amended and restated memorandum and articles of association with the Cayman Islands General Registry (effective 2025-04-24).
“On April 24, 2025, in connection with the IPO, the Company filed its second amended and restated memorandum and articles of association (the “ Amended and Restated Memorandum ”) with the Cayman Islands General Registry.”
FIRST HORIZON CORP: Section 3.2 amended to set board size at 14 members until the 2025 annual meeting, then 12 members thereafter, and correct a typographical error (effective 2025-04-28).
“On April 28, 2025, the Board of Directors unanimously approved amendments to Section 3.2 of the Bylaws of First Horizon Corporation, effective immediately. As amended, that Section provides that the Board of Directors consists of fourteen members until directors are elected at the 2025 annual meeting of shareholders; after that election, the Board of Directors will consist of twelve members.”
BANK OF AMERICA CORP /DE/: Filed Certificate of Designations to amend Restated Certificate of Incorporation, fixing terms of Series OO Preferred Stock (effective 2025-04-29).
“On April 29, 2025, the Corporation filed a Certificate of Designations (the “Certificate of Designations”) with the Secretary of State of the State of Delaware to amend its Restated Certificate of Incorporation.”
HCA Healthcare, Inc.: Amended certificate of incorporation to provide for exculpation of officers as permitted by Delaware law (effective 2025-04-25).
“On April 24, 2025, the Company filed the Certificate of Amendment with the Delaware Secretary of State, to be effective April 25, 2025. A copy of the Certificate of Amendment, as filed with the Delaware Secretary of State, is attached hereto as Exhibit 3.1 and is incorporated herein by reference.”
Dogecoin Cash, Inc.: Company changed its name from Cannabis Sativa, Inc. to Dogecoin Cash, Inc (effective 2025-04-25).
“On April 25, 2025, Cannabis Sativa, Inc. (the "Company") completed a corporate name change to Dogecoin Cash, Inc. pursuant to a Certificate of Amendment to its Articles of Incorporation filed with the State of Nevada.”
Easterly Government Properties, Inc.: Articles of Amendment filed to effect a 1-for-2.5 reverse stock split and adjust par value of common stock (effective 2025-04-28).
“On April 25, 2025, Easterly Government Properties, Inc. (the “Company”) filed with the State Department of Assessments and Taxation of Maryland two Articles of Amendment (the “Amendments”) to its Articles of Amendment and Restatement that: (i) provided for a 1-for-2.5 reverse stock split of the issued and outstanding shares of common stock of the Company, par value $0.01 per share (the “Common Stock”), effective at 12:01 a.m. Eastern time on April 28, 2025, and (ii) provided for the par value of the issued and outstanding shares of Common Stock to be changed from $0.025 per share (as a result of the reverse stock split) back to $0.01 per share, effective at 12:02 a.m. Eastern Time on April 28, 2025.”
ONESPAWORLD HOLDINGS Ltd: Amended articles of association to declassify the board and provide for annual election of all directors phased in over three years beginning with the 2025 annual meeting (effective 2025-04-23).
“On April 23, 2025, the Board of Directors (“Board”) of OneSpaWorld Holdings Limited (the “Company”), approved an amendment to the Company’s Second Amended and Restated Articles of Association to provide for the declassification of the Board and the annual election of all directors phased in over a three-year period beginning with the 2025 annual meeting of shareholders (the “Articles Amendment”).”
FOXO TECHNOLOGIES INC.: Implemented a 1-for-10 reverse stock split of Class A Common Stock (effective 2025-04-28).
“On April 22, 2025, FOXO Technologies Inc., a Delaware corporation (the “ Company ”), amended its Second Amended and Restated Certificate of Incorporation, as amended (the “ Charter Amendment ”), to implement a 1-for-10 reverse stock split”
Inspirato Inc: Removed outdated provisions referencing the business combination (de-SPAC merger) and associated lock-up period; implemented immaterial administrative updates (effective 2025-04-23).
“On April 23, 2025, the Board of Directors of Inspirato, Inc., a Delaware corporation (the "Company"), approved an Amendment to the Bylaws of the Company (the " Amendment"). The Amendment, which was adopted effective as of April 23, 2025, removed outdated provisions referencing the business combination (de-SPAC merger) and associated lock-up period, which are no longer applicable, and implemented immaterial administrative updates for consistency, clarity and formatting.”
Dragonfly Energy Holdings Corp.: Increased authorized common stock from 250,000,000 to 400,000,000 shares (effective 2025-04-25).
“On April 25, 2025, Dragonfly Energy Holdings Corp. (the " Company ") filed a Certificate of Amendment (the " Amendment ") to the Company’s Articles of Incorporation with the Secretary of State of the State of Nevada to increase the number of authorized shares of the Company’s common stock, par value of $0.0001 per share (" Common Stock ") from 250,000,000 shares to 400,000,000 shares.”
Bio Green Med Solution, Inc.: Removed the Series E Ownership Limitation on conversion and voting of Series E Convertible Preferred Stock (effective 2025-04-25).
“The Restated Certificate of Designation removes such Series E Ownership Limitation so that the shares of Series E Convertible Preferred Stock may be converted and voted without regard to such Series E Ownership Limitation.”
Bio Green Med Solution, Inc.: Increased authorized common stock from 250,000,000 to 600,000,000 shares (effective 2025-04-25).
“The Certificate of Amendment increased the number of authorized shares of the Company’s common stock from two hundred fifty million (250,000,000) to six hundred million (600,000,000).”
DOMINOS PIZZA INC: Amended by-laws to eliminate supermajority vote required for shareholders to amend by-laws and create a new shareholder right to call a special meeting (effective 2025-04-23).
“the Board of Directors of the Company approved an amendment to the Company’s by-laws (the “By-Laws”), which became effective concurrently with the effectiveness of the Amended Charter as the Fifth Amended and Restated By-Laws of the Company (the “Amended By-Laws”). The By-Laws were amended to eliminate the supermajority vote required for shareholders to amend the By-Laws and create a new shareholder right to call a special meeting”
DOMINOS PIZZA INC: Amended Second Restated Certificate of Incorporation to eliminate supermajority voting provisions and create a new shareholder right to call a special meeting, and eliminated historical exclusion of Bain Capital as an interested stockholder (effective 2025-04-23).
“the shareholders voted to amend the Company’s Second Restated Certificate of Incorporation to eliminate the supermajority voting provisions contained therein and create a new shareholder right to call a special meeting (collectively, the “Charter Amendments”), in addition to eliminating a historical exclusion of Bain Capital, LLC, the Company’s former principal shareholder, as an “interested stockholder” for purposes of Section 203 of the Delaware General Corporation Law”
MARIN SOFTWARE INC: Amendment to Articles of Incorporation via Certificate of Designation for Series A Preferred Stock (effective 2025-04-25).
“Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. The description of the Certificate of Designation set forth under Item 3.02 of this Current Report on Form 8-K is incorporated herein by reference.”
TON Strategy Co: Filed Certificate of Designation for Series D Non-Convertible Preferred Stock, designating 7500 shares with stated value, preferred return, and redemption terms (effective 2025-04-23).
“On April 23, 2025, the Company filed a certificate of designation of preferences and rights (the “Certificate of Designation”) of Series D Non-Convertible Preferred Stock (the “Series D Preferred Stock”), with the Secretary of State of Nevada, designating 7500 shares of non-convertible preferred stock, par value $0.0001 of the Company, as Series D Preferred Stock.”
CaliberCos Inc.: Stockholders approved a reverse stock split authorized by the board, and the Company filed a Certificate of Amendment to its Third Amended and Restated Certificate of Incorporation with the State of Delaware to effect a one-for-twenty reverse stock split of Common Stock, effective May 2, 2025 (effective 2025-05-02).
“On April 21, 2025, CaliberCos Inc. (the “ Company ”, “we”, “our”) held a Special Meeting of Stockholders (the “ Special Meeting ”). At the Special Meeting, the stockholders approved a proposal authorizing a reverse stock split of the Company’s Class A common stock, par value $0.001 per share (the “ Class A Common Stock ”) and the Company’s Class B common stock, par value $0.001 per share (the “ Class B Common Stock ”, together with the Class A Common Stock, the “ Common Stock ”), at an exchange ratio within the range of 1-for-5 to 1-for-20, inclusive, as determined by the board of directors of the Company (the “ Board ”). Following the Special Meeting, the Board approved a one-for-twenty (1-for-20) reverse stock split of the Common Stock (the “Reverse Stock Split”) and the Company filed a Certificate of Amendment (the “ Amendment ”) to its Third Amended and Restated Certificate of Incorporation (as amended to date, the “ Certificate of Incorporation ”) with the Secretary of State of th”
Beneficient: Filed certificate of designation for Series B-7 Preferred Stock, setting forth rights, preferences, and restrictions (effective 2025-04-21).
“On April 21, 2025, the Company filed a certificate of designation (the "B-7 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-7 Preferred Stock.”
Morgan Stanley Direct Lending Fund: Removed Article II Section 2.13 (Ratification) and Article III Section 3.14 (Interested Directors) from the bylaws (effective 2025-04-23).
“On April 23, 2025, the board of directors of Morgan Stanley Direct Lending Fund (the “Company”) adopted and approved the Company’s Second Amended and Restated Bylaws, effective as of such date, in order to remove Section 2.13, Ratification, and Section 3.14, Interested Directors.”
Markforged Holding Corp: Bylaws amended and restated in their entirety.
“the Company’s certificate of incorporation and bylaws were amended and restated in their entirety”
Markforged Holding Corp: Certificate of incorporation amended and restated in its entirety.
“the Company’s certificate of incorporation and bylaws were amended and restated in their entirety”
Tevogen Bio Holdings Inc.: Amended Bylaws to modify procedure for deciding on director resignation after failed majority vote in uncontested election (effective 2025-04-21).
“On April 21, 2025, the Board of Directors of Tevogen Bio Holdings Inc. (the “Company”) amended the Bylaws of the Company (as so amended and restated, the “Bylaws”) to modify the procedure for making a decision regarding a resignation tendered by a director who fails to receive a majority of votes cast in an uncontested election.”
CERO THERAPEUTICS HOLDINGS, INC.: Filed Certificate of Designations for Series D convertible preferred stock (effective 2025-04-22).
“On April 22, 2025, CERo Therapeutics Holdings, Inc. (the “Company”) filed the Certificate of Designations of Rights and Preferences of the Series D Preferred Stock (the “Certificate of Designations”) for the purpose of designating and establishing the Company’s Series D convertible preferred stock, par value $0.0001 per share (the “Series D Preferred Stock”).”
FASTENAL CO: Amended Restated Articles of Incorporation to effect a two-for-one forward stock split, increasing authorized common shares to 1,600,000,000 (effective 2025-05-21).
“On April 24, 2025, the Company’s Restated Articles of Incorporation were amended pursuant to the authority afforded to the Board in connection with the forward stock split. At the Effective Time, the amendment will increase the number of shares of Common Stock authorized for issuance to 1,600,000,000 shares with no change in par value.”
HSBC USA INC /MD/: Amended and restated bylaws to adopt gender-neutral language and extend non-executive director appointment terms to expire on the third anniversary or at the first annual meeting on or following that anniversary (effective 2025-04-24).
“On April 24, 2025 , the Board of Directors of HSBC USA Inc. (the "Board") approved an amendment to and a restatement of its bylaws (the "Bylaws"), which were effective immediately upon such approval by the Board.”
Hyperscale Data, Inc.: Amended the definition of 'Conversion Price' in the Certificate of Designation of Series B Convertible Preferred Stock to a formula based on a floor price and a variable percentage of VWAP with a maximum price cap (effective 2025-04-23).
“the definition of “Conversion Price” was amended read as follows: “ Conversion Price ” means the greater of (i) $0.40 per share (the “ Floor Price ”), which Floor Price shall not be adjusted for stock dividends, stock splits, stock combinations and other similar transactions and (ii) 75% of the Corporation’s lowest VWAP on any Trading Day during the five Trading Days immediately prior to the date of conversion into shares of Common Stock, but not greater than $10.00 per share (the “ Maximum Price ”), which Maximum Price shall be adjusted for stock dividends, stock splits, stock combinations and other similar transactions.””
Outdoor Holding Co: Name change from AMMO, Inc. to Outdoor Holding Company via filing of Certificate of Amendment (effective 2025-04-21).
“To effectuate the Name Change, on April 21, 2025, the Company filed with the Delaware Secretary of State a certificate of amendment (the “Certificate of Amendment”) to the Company’s amended and restated certificate of incorporation.”
IQVIA HOLDINGS INC.: Amended the Amended and Restated Certificate of Incorporation to provide officer exculpation to the fullest extent permitted by Delaware law and remove obsolete classified board provisions, effective upon filing (effective 2025-04-24).
“On April 24, 2025, IQVIA Holdings Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders. Among other matters, stockholders approved a proposal to amend the Company’s Amended and Restated Certificate of Incorporation (the “Charter”) to provide for the exculpation from liability for certain officers of the Company to the fullest extent permitted by Delaware law and to remove obsolete provisions relating to the Company’s previous classified board structure.”
VivoSim Labs, INC.: Amended and restated Amended and Restated Bylaws to reflect the corporate name change to VivoSim Labs, Inc., effective April 24, 2025, with no other changes (effective 2025-04-24).
“effective April 24, 2025, the Company amended and restated its Amended and Restated Bylaws (the “Bylaws”) to reflect the Name Change (the “A&R Bylaws”).”
VivoSim Labs, INC.: Changed company name from Organovo Holdings, Inc. to VivoSim Labs, Inc. via Certificate of Fourth Amendment to Certificate of Incorporation, effective April 24, 2025 at 12:01 a.m. Eastern Time, no stockholder approval required under DGCL (effective 2025-04-24).
“Effective at 12:01 a.m. (Eastern Time) on April 24, 2025, Organovo Holdings, Inc., a Delaware corporation (the “Company”), changed its name to VivoSim Labs, Inc. (the “Name Change”) by filing a Certificate of Fourth Amendment (the “Certificate of Amendment”) to its Certificate of Incorporation, as amended (the “Certificate of Incorporation”), with the Secretary of State of the State of Delaware on April 23, 2025.”
X4 Pharmaceuticals, Inc: Filed a certificate of amendment to effect a 1-for-30 reverse stock split of common stock, effective April 28, 2025 (effective 2025-04-28).
“On April 24, 2025, X4 Pharmaceuticals, Inc. (the “Company”) filed an amendment (the “Certificate of Amendment”) to its Restated Certificate of Incorporation, as amended and/or restated from time to time, to effectuate a reverse stock split of the Company’s issued and outstanding shares of common stock, par value $0.001 per share (the “Common Stock”).”
Facts are extracted by an LLM and gated to those whose source quote is present verbatim in the filing text. Coverage is best-effort while backfill and monitoring mature; this is not yet a full-market index. See methodology.