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
ANEB Anebulo Pharmaceuticals, Inc.

Anebulo Pharmaceuticals, Inc.: Conforming amendment to Bylaws related to board declassification (effective 2025-04-11).

“On April 11, 2025, the Company’s Board of Directors approved an amendment (the “ Bylaws Amendment ”) to the Amended and Restated Bylaws of the Company (the “ Bylaws ”) to include conforming language related to the board declassification in the Company’s Bylaws.”
ANEB Anebulo Pharmaceuticals, Inc.

Anebulo Pharmaceuticals, Inc.: Declassify Board of Directors, directors to stand for election annually (effective 2025-04-11).

“On April 11, 2025, the Company filed the Declassification Charter Amendment with the Secretary of State of the State of Delaware.”
ANEB Anebulo Pharmaceuticals, Inc.

Anebulo Pharmaceuticals, Inc.: Increase authorized common stock from 50M to 75M (effective 2025-04-11).

“On April 11, 2025, the Company filed the Share Increase Amendment with the Secretary of State of the State of Delaware.”
Sonder Holdings Inc.

Sonder Holdings Inc.: Amendment to Certificate of Designation to increase authorized shares of Series A Preferred Stock from 43.3 million to 61.28 million (effective 2025-04-11).

“the Company filed a Certificate of Amendment to the Certificate of Designation to increase the number of authorized shares of Series A Preferred Stock from 43.3 million to 61.28 million.”
Forge Global Holdings, Inc.

Forge Global Holdings, Inc.: Filed a Certificate of Amendment to effect a 1-for-15 reverse stock split of common stock, reducing authorized shares and adjusting equity awards and warrants proportionately (effective 2025-04-14).

“On April 14, 2025, Forge Global Holdings, Inc. (the “Company”) filed an amendment to its Certificate of Incorporation to effectuate a reverse stock split of the Company’s issued and outstanding shares of common stock, par value $0.0001 per share (the “Common Stock”).”
PAYCOR HCM, INC.

PAYCOR HCM, INC.: Company was acquired via merger; certificate of incorporation and bylaws were amended and restated in connection with the merger.

“the certificate of incorporation of the Company, as in effect immediately prior to the Effective Time, was amended and restated in its entirety to be in the form of the certificate of incorporation attached as Exhibit 3.1, which is incorporated herein by reference, and the bylaws of the Company were amended and restated to be in the form of the bylaws attached as Exhibit 3.2, which is incorporated herein by reference.”
Bowen Acquisition Corp

Bowen Acquisition Corp: Shareholders approved an amendment to the Company's amended and restated memorandum and articles of association to extend the deadline to consummate a business combination by up to three one-month increments from April 14, 2025 to as late as July 14, 2025 (effective 2025-04-14).

“a proposal to amend the Company’s Articles to extend the date by which the Company has to consummate a business combination by up to three one-month increments, from April 14, 2025 to as late as July 14, 2025”
Blackstone Infrastructure Strategies L.P.

Blackstone Infrastructure Strategies L.P.: Fund entered into Second Amended and Restated Limited Partnership Agreement establishing a Unit Redemption Plan with quarterly redemption limits, deadlines, pricing, and early redemption deduction (effective 2025-04-11).

“On April 11, 2025, the Fund entered into its Second Amended and Restated Limited Partnership Agreement (the “Second A&R LPA”), with the General Partner, and each of the Fund’s limited partners. This amendment and restatement effects certain changes to provide the terms of the Fund’s unit redemption program (“Unit Redemption Plan”) as described below.”
PINNACLE FINANCIAL PARTNERS INC

PINNACLE FINANCIAL PARTNERS INC: Changed the company's mailing address and registered agent name/office via Articles of Amendment (effective 2025-04-07).

“Pinnacle Financial Partners, Inc. (the “Company”) filed Articles of Amendment to the Amended and Restated Charter of the Company, as amended (the “Articles of Amendment”), with the Secretary of State of the State of Tennessee effective April 7, 2025. The Articles of Amendment changed (i) the Company’s mailing address to “21 Platform Way South, Suite 2300, Nashville, Tennessee 37203” and (ii) the name and office of the Company’s registered agent to “ Robert A. McCabe, Jr., 21 Platform Way South, Suite 2300, Nashville, Tennessee 37203”.”
BINI BOLLINGER INNOVATIONS, INC.

BOLLINGER INNOVATIONS, INC.: Effective April 11, 2025, the company filed a Certificate of Amendment to effect a 1-for-100 reverse stock split of common stock (effective 2025-04-11).

“On April 10, 2025, Mullen Automotive Inc. (the “ Company ”) filed a Certificate of Amendment (the “ Amendment ”) to its Second Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to effect a one-for-one hundred (1-for-100) reverse stock split (the “ Reverse Stock Split ”) of its common stock, par value $0.001 per share (the “ Common Stock ”).”
WATT Energous Corp

Energous Corp: Amended bylaws to change quorum requirement to one-third of outstanding shares and eliminate requirement for stockholder list at meetings (effective 2025-04-08).

“On April 8, 2025, the Board of Directors of Energous Corporation d/b/a Energous Wireless Power Solutions (the “Company”) approved certain amendments to the Company’s amended and restated bylaws (as amended and restated, the “Second A&R Bylaws”), effective immediately.”
PTPI Petros Pharmaceuticals, Inc.

Petros Pharmaceuticals, Inc.: Increased authorized shares of Common Stock from 250,000,000 to 7,000,000,000 and made a corresponding change to total authorized capital stock shares (effective 2025-04-11).

“the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Share Increase Amendment”) to increase the number of authorized shares of the Common Stock from 250,000,000 shares to 7,000,000,000”
MGTE Marblegate Capital Corp

Marblegate Capital Corp: As a result of the Business Combination, the Company ceased to be a shell company (effective 2025-04-11).

“As a result of the Business Combination, which fulfilled the definition of an “initial business combination” as required by MAC’s organizational documents, the Company ceased to be a shell company upon the closing of the Business Combination.”
MGTE Marblegate Capital Corp

Marblegate Capital Corp: New MAC adopted amended and restated bylaws, effective immediately prior to the Closing (effective 2025-04-11).

“and adopted amended and restated bylaws (the “ Amended and Restated Bylaws ”), which became effective immediately prior to the Closing.”
MGTE Marblegate Capital Corp

Marblegate Capital Corp: On the Closing Date, New MAC amended and restated its certificate of incorporation, effective upon filing with the Secretary of State of Delaware (effective 2025-04-11).

“On the Closing Date, New MAC amended and restated its certificate of incorporation (as amended and restated, the “ Amended and Restated Charter ”), which became effective upon filing with the Secretary of State of the State of Delaware on the Closing Date and included the amendments proposed by “ Proposal No. 2—The Organizational Document Proposals ””
PHX MINERALS INC.

PHX MINERALS INC.: Amended Section 1.01 of the Third Amended and Restated Bylaws to remove the requirement that the annual meeting date be within six months following the end of the fiscal year (effective 2025-04-09).

“Section 1.01 has been revised as follows: “An annual meeting of the stockholders, for the election of directors to succeed those whose terms expire and for the transaction of such other business as may properly come before the meeting in accordance with the provisions of these Bylaws and the DGCL, shall be held at such place, if any, either within or without the State of Delaware, or by means of remote communication, on such date, and at such time as the Board shall each year fix.””
OLD DOMINION ELECTRIC COOPERATIVE

OLD DOMINION ELECTRIC COOPERATIVE: Expanded Gifts section to include Corruption and Bribery (effective 2025-11-01).

“On April 8, 2025, the Code of Ethics of Old Dominion Electric Cooperative was amended, with an effective date of November 1, 2025. The material change to the Code of Ethics is the expansion of the Gifts section to include Corruption and Bribery.”
KROS Keros Therapeutics, Inc.

Keros Therapeutics, Inc.: Certificate of Designations establishing Preferred Shares filed with Delaware Secretary of State (effective 2025-04-09).

“the Board approved the Certificate of Designations establishing the Preferred Shares and the rights, preferences and privileges thereof. The Certificate of Designations was filed with the Secretary of State of the State of Delaware on April 9, 2025.”
NVTS Navitas Semiconductor Corp

Navitas Semiconductor Corp: Amended bylaws to specify deadline for stockholder director nomination notices for the 2025 annual meeting (effective 2025-04-08).

“On April 8, 2025 , the board of directors of Navitas Semiconductor Corporation (the “Company”) amended the Company’s Amended and Restated Bylaws (the “Bylaws”) to specify the deadline for stockholders to provide written notice of their intention to nominate director candidates for election at the Company’s 2025 annual stockholders’ meeting.”
KIDZ Classover Holdings, Inc.

Classover Holdings, Inc.: Registrant ceased to be a shell company after a business combination.

“As a result of the Business Combination, the Company ceased to be a shell company (as defined in Rule 12b-2 of the Exchange Act).”
IPALCO ENTERPRISES, INC.

IPALCO ENTERPRISES, INC.: The By-Laws were amended to increase the maximum authorized number of directors from eleven to sixteen (effective 2025-04-04).

“On April 4, 2025, the Board approved an amendment to the By-Laws of the Company (the " By-Law Amendment "), to modify the language in Article III, Section 2 to increase the maximum authorized number of directors on the Board from eleven to sixteen.”
LIPO LIPELLA PHARMACEUTICALS INC.

LIPELLA PHARMACEUTICALS INC.: Increased the number of designated Series C Voting Convertible Preferred Stock shares from 1,050,000 to 1,260,000 (effective 2025-04-08).

“On April 8, 2025, the Company filed a Certificate of Amendment of Certificate of Designation of Preferences, Rights and Limitations of Series C Voting Convertible Preferred Stock (the “Series C Certificate of Amendment”) with the Secretary of State of the State of Delaware. The Series C Certificate of Amendment amended the Certificate of Designation of Preferences, Rights and Limitations of Series C Voting Convertible Preferred Stock of the Company (the “Certificate of Designation”) to increase the number of shares of the Company’s Series C Voting Convertible Preferred Stock, par value $0.0001 per share, designated pursuant to the Certificate of Designation from 1,050,000 shares to 1,260,000 shares.”
SNTL Sentinel Holdings Ltd.

Sentinel Holdings Ltd.: Amended by-laws to reflect corporate name change (effective 2025-04-04).

“In connection with our name change, our board of directors amended our by-laws to reflect the corporate name Sentinel Holdings Ltd., also effective on April 4, 2025.”
SNTL Sentinel Holdings Ltd.

Sentinel Holdings Ltd.: Changed corporate name from James Maritime Holdings Inc. to Sentinel Holdings Ltd (effective 2025-04-04).

“On September 11, 2024, we filed with the Secretary of State of the State of Nevada a Certificate of Amendment to our Amended and Restated Articles of Incorporation to change our corporate name from James Maritime Holdings Inc. to Sentinel Holdings Ltd., effective April 4, 2025.”
NEO NEOGENOMICS INC

NEOGENOMICS INC: Sets forth advance notice procedures and disclosure requirements for stockholder director nominations (effective 2025-04-04).

“On April 4, 2025, the Board of Directors (the "Board") of NeoGenomics, Inc. (the "Company"), approved an amendment (the "Amendment") to the Company's Amended and Restated Bylaws, as amended (the "Amended and Restated Bylaws"), effective as of such date.”
SNX TD SYNNEX CORP

TD SYNNEX CORP: Amendments to Restated Certificate of Incorporation to eliminate supermajority voting requirements, remove obsolete provisions, and limit liability of certain officers (effective 2025-04-07).

“On April 7, 2025, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment to the Company’s Restated Certificate of Incorporation, as amended (“Charter Amendment”) to adopt such amendments, which became effective upon filing.”
Accolade, Inc.

Accolade, Inc.: Amended and restated bylaws effective upon completion of the merger.

“Effective upon completion of the Merger, the bylaws of the Company, as in effect immediately prior to the Merger, were amended and restated to be in the form of the bylaws attached as Exhibit 3.2 hereto.”
Accolade, Inc.

Accolade, Inc.: Amended and restated certificate of incorporation effective upon completion of the merger.

“Effective upon completion of the Merger, the certificate of incorporation of the Company, as in effect immediately prior to the Merger, was amended and restated to be in the form of the certificate of incorporation attached as Exhibit 3.1 hereto.”
EDGM Edgemode, Inc.

Edgemode, Inc.: Company ceased being a shell company as a result of the closing of the Share Exchange.

“As a result of the closing of the Share Exchange described in Items 1.01 and 2.01 of this report, which description is incorporated by reference in this Item 5.06 of this report, the Company ceased being a shell company as such term is defined in Rule 12b-2 under the Exchange Act.”
EDGM Edgemode, Inc.

Edgemode, Inc.: Increased authorized common stock to 7,000,000,000 shares via Certificate of Amendment filed with Nevada Secretary of State (effective 2025-04-07).

“Effective April 7, 2025, the Company filed with the Nevada Secretary of State a Certificate of Amendment to the Company’s Certificate of Incorporation, as amended, increasing the Company’s authorized common stock to 7,000,000,000 shares.”
ACNT ASCENT INDUSTRIES CO.

ASCENT INDUSTRIES CO.: Amended bylaws to remove stock certificate issuance and provide for dematerialization of securities (effective 2025-04-04).

“On April 4, 2025, the Board of Directors (the "Board") approved and adopted the Amended and Restated Bylaws (as amended and restated, the “Bylaws”) to amend the provisions relating to the issuance of certificates of stock and to provide for the dematerialization of the Company's securities.”
HFUS Hartford Creative Group, Inc.

Hartford Creative Group, Inc.: Certificate of Change filed to effect a 1-for-4 reverse stock split, reducing authorized common shares from 300,000,000 to 75,000,000, with no change to par value or preferred stock authorized (effective 2025-03-31).

“Pursuant to Nevada Revised Statutes Section 78.209, on March 31, 2025, the Company filed the Certificate of Change (the “Certificate”) with the Secretary of State of the State of Nevada to effect the Reverse Split.”
VNCE VINCE HOLDING CORP.

VINCE HOLDING CORP.: Amended and restated bylaws to update procedures for designating Board and Board committee members (effective 2025-04-04).

“On April 4, 2025, the Board of Directors (the "Board") of Vince Holding Corp. (the "Company") approved an amendment and restatement of the Company's bylaws (the "Third Amended and Restated Bylaws") to update certain provisions related to the procedures for designating Board and Board committee members.”
NTLA Intellia Therapeutics, Inc.

Intellia Therapeutics, Inc.: Amended and restated bylaws to adopt majority vote standard in uncontested elections, implement proxy solicitation procedures consistent with Rule 14a-19, and make clarifying changes (effective 2025-04-03).

“On April 3, 2025, based on the recommendation of the nominating and corporate governance committee of the board of directors (the “Board”) of Intellia Therapeutics, Inc. (the “Company”), the Board adopted and approved the amendment and restatement of the Company’s Second Amended and Restated By-laws in their entirety, effective as of April 3, 2025.”
BENF Beneficient

Beneficient: Filed certificate of designation for Series B-6 Preferred Stock, establishing rights, preferences, and restrictions (effective 2025-04-04).

“On April 4, 2025, the Company filed a certificate of designation (the “B-6 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-6 Preferred Stock.”
Leafly Holdings, Inc. /DE

Leafly Holdings, Inc. /DE: Reduced quorum requirement for stockholder meetings from a majority to one third of the voting power of all outstanding shares (effective 2025-04-01).

“Effective April 1, 2025, the Board of Directors of the Company amended the Company’s Amended and Restated Bylaws (“ Bylaws ”) to reduce the quorum requirement for a meeting of stockholders from a majority of the voting power of all outstanding shares of capital stock to one third of the voting power of all outstanding shares of capital stock.”
Leafly Holdings, Inc. /DE

Leafly Holdings, Inc. /DE: Filed Certificate of Designation designating one share of Series A Preferred Stock with specific voting, dividend, liquidation, and redemption rights (effective 2025-04-01).

“On April 1, 2025, the Company filed a Certificate of Designation of Series A Preferred Stock (the “ Series A Certificate of Designation ”) with the Secretary of State of the State of Delaware.”
VEEE Twin Vee PowerCats, Co.

Twin Vee PowerCats, Co.: Amended Certificate of Incorporation to effect a 1-for-10 reverse stock split (effective 2025-04-07).

“Accordingly, on April 4, 2025, the Company filed an amendment (the “Amendment”) to its Certificate of Incorporation with the Secretary of State of the State of Delaware to effect a reverse stock split, with an effective time (the “Effective Time”) of 11:59 p.m. Eastern Time on April 7, 2025 (the “Reverse Stock Split”).”
TGL TREASURE GLOBAL INC

TREASURE GLOBAL INC: Certificate of Amendment to Certificate of Incorporation to effect a 1-for-50 reverse stock split (effective 2025-04-07).

“As previously disclosed, Treasure Global Inc (the “Company”) filed on April 2, 2025, a Certificate of Amendment to the Certificate of Incorporation, as amended, of the Company with the Secretary of State of the State of Delaware (the “Certificate of Amendment”) that provides for a 1-for-50 reverse stock split (the “Reverse Stock Split”) of its shares of common stock, par value $0.00001 per share (the “Common Stock”), that became effective at 12:00 a.m. on April 7, 2025 (the “Effective Time”).”
SZZL Sizzle Acquisition Corp. II

Sizzle Acquisition Corp. II: Filed amended and restated memorandum and articles of association in connection with IPO (effective 2025-04-01).

“On April 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 1, 2025.”
VistaOne, L.P.

VistaOne, L.P.: Amended and restated Limited Partnership Agreement effective April 1, 2025, modifying governance, board composition, leverage limits, and other operational provisions (effective 2025-04-01).

“On April 1, 2025, the Fund entered into an Amended and Restated Limited Partnership Agreement (the “Fund LPA”) with VistaOne GP, L.P., the Fund’s general partner (the “General Partner”), and each of the Fund’s limited partners. The Fund LPA amended and restated the Fund’s initial Limited Partnership Agreement, dated as of September 30, 2024.”
FIRST BANCSHARES INC /MS/

FIRST BANCSHARES INC /MS/: The Amended and Restated Articles of Incorporation of The First ceased to be in effect and were replaced by the Articles of Incorporation of Renasant.

“At the Effective Time, the Amended and Restated Articles of Incorporation and the Amended and Restated Bylaws of The First ceased to be in effect by operation of law and the organizational documents of Renasant (as successor to The First by operation of law) remained the Articles of Incorporation, as amended, of Renasant and the Amended and Restated Bylaws of Renasant, in each case including all amendments thereto as in effect as of immediately prior to the Effective Time.”
POTBELLY CORP

POTBELLY CORP: Amended bylaws to adopt majority voting for directors in uncontested elections, with resignation policy, and update proxy solicitation requirements under Rule 14a-19 (effective 2025-04-02).

“On April 2, 2025, the Board of Directors of Potbelly Corporation (the “Company”) amended and restated the Company’s by-laws (the “By-laws”).”
SOBR SOBR Safe, Inc.

SOBR Safe, Inc.: Filed a Certificate of Amendment to effect a 1-for-10 reverse stock split of common stock (effective 2025-04-04).

“On March 31, 2025, SOBR Safe, Inc., a Delaware corporation (the “Company”), filed a Certificate of Amendment (the “Certificate of Amendment”) to the Company’s Certificate of Incorporation, as previously amended, with the Secretary of State of the State of Delaware for the purpose of effecting a 1-for-10 reverse stock split of the Company’s common stock, $0.00001 par value per share (the “Common Stock”).”
GNL Global Net Lease, Inc.

Global Net Lease, Inc.: Amended Article XV to grant stockholders, in addition to the Board, the power to alter, amend, or repeal bylaws by majority vote, subject to certain limitations requiring Board approval for changes to Articles XII and XV (effective 2025-04-02).

“April 2, 2025, the Board of Directors (the “Board”) of Global Net Lease, Inc. (the “Company”) amended and restated the Company’s Second Amended and Restated Bylaws (the “Existing Bylaws,” and as amended and restated, the “Amended and Restated Bylaws”) to amend Article XV of the Existing Bylaws to give the Company’s stockholders, in addition to the Board, the power to alter, amend or repeal the Amended and Restated Bylaws or to make new bylaws by the affirmative vote of the holders of a majority of the outstanding shares of common stock of the Company entitled to vote on the matter pursuant to a binding proposal submitted for approval at a duly called annual or special meeting of stockholders.”
NAVI NAVIENT CORP

NAVIENT CORP: Amended and restated Bylaws to implement director resignation guidelines for majority vote failures and allow Nomination and Governance Committee Chair to call special board meetings (effective 2025-04-03).

“the Company’s Bylaws, which Third Amended and Restated Bylaws (the “Amended Bylaws”) became effective on April 3, 2025.”
FOXO FOXO TECHNOLOGIES INC.

FOXO TECHNOLOGIES INC.: Removed automatic conversion right at two-year anniversary for Series D Preferred Stock (effective 2025-03-31).

“On March 31, 2025, FOXO Technologies Inc., a Delaware corporation (the “ Company ”), filed an amendment to the Company’s Certificate of Incorporation (the “ Certificate of Incorporation ”), in the form of an Amendment to the Certificate of Designation (the “ Amended Designation ”) of the Company’s previously designated “Series D Cumulative Convertible Redeemable Preferred Stock” (the “ Series D Preferred Stock ”). The Amended Designation removes Section 6(e), which was the right to an automatic conversion at the two-year anniversary from issuance, which, if retained, could mean the value issued being treated as a liability on the Company’s balance sheet.”
MSSAF Metal Sky Star Acquisition Corp

Metal Sky Star Acquisition Corp: Amended Amended and Restated Memorandum and Articles of Association to extend business combination deadline and eliminate redemption limitation (effective 2025-04-02).

“On April 2, 2025, following the approval of the proposals described above, the Company adopted the amendments to the Amended and Restated Memorandum and Articles of Association.”
SOUL Soulpower Acquisition Corp.

Soulpower Acquisition Corp.: Filed amended and restated memorandum and articles of association effective April 1, 2025, in connection with the IPO (effective 2025-04-01).

“On April 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 1, 2025.”
UYSC UY Scuti Acquisition Corp.

UY Scuti Acquisition Corp.: Adopted Second Amended and Restated Memorandum and Articles of Association in connection with IPO (effective 2025-03-31).

“On March 31, 2025, in connection with the IPO, the Company adopted its Second Amended and Restated Memorandum and Articles of Association (the “Amended Charter”), effective the same day.”

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.