Charter, bylaw, and control-related changes under 8-K Items 5.03/5.05/5.06.
SUNation Energy, Inc.: Increased authorized shares of common stock to 1,000,000,000 shares via Amended Certificate of Incorporation (effective 2024-04-04).
“On April 4, 2024, SUNation Energy, Inc. (the “Company”) filed an Amended Certificate of Incorporation with the Secretary of State of the State of Delaware reflecting an increase of its authorized shares of common stock to 1,000,000,000 shares”
DAYTON POWER & LIGHT CO: Decreased the authorized number of directors on the board from nine to three via an amendment and restatement of the Code of Regulations (effective 2025-04-03).
“On April 3, 2025, the Company's shareholder approved an amendment and restatement of the Code of Regulations of the Company (the " Amended and Restated Code of Regulations "), to, among other things, modify the language in Article II, Section 2 to decrease the authorized number of directors on the Company's board of directors from nine to three.”
LOGILITY SUPPLY CHAIN SOLUTIONS, INC: Bylaws of Merger Sub became bylaws of surviving corporation at effective time.
“the bylaws of Merger Sub, as in effect immediately prior to the Effective Time, became the bylaws of the surviving corporation”
LOGILITY SUPPLY CHAIN SOLUTIONS, INC: Amended and restated articles of incorporation of surviving corporation at effective time of merger.
“the articles of incorporation of the surviving corporation were amended and restated in their entirety”
DPL LLC: Conversion of entity from Ohio corporation to Ohio limited liability company, including name change to DPL LLC and adoption of new organizational documents (effective 2025-04-03).
“On April 3, 2025, DPL Inc. converted its form of business organization from an Ohio corporation to an Ohio limited liability company”
Perma-Pipe International Holdings, Inc.: Amended and restated bylaws to bifurcate the roles of President and Chief Executive Officer, with President serving as Chief Operating Officer (effective 2025-03-31).
“To facilitate the newly created President officer role, the Company adopted amended and restated By-laws (the "By-laws"), effective March 31, 2025. The amendments provide for the bifurcation of the role of President and Chief Executive Officer, in which the role of President will serve in the capacity of Chief Operating Officer.”
KYNTRA BIO, INC.: Amended bylaws to reduce stockholder meeting quorum requirement from a majority to at least one-third of outstanding shares entitled to vote (effective 2025-04-02).
“On April 2, 2025, the board of directors of FibroGen, Inc. (the “Company”) amended and restated the Company’s amended and restated bylaws (as amended and restated, the “Amended and Restated Bylaws”), effective immediately.”
NEVRO CORP: Bylaws amended and restated in their entirety as of the Effective Time pursuant to Merger Agreement.
“the certificate of incorporation of Nevro and the bylaws of Nevro, each as in effect immediately prior to the Effective Time, were each amended and restated in their entirety”
NEVRO CORP: Certificate of incorporation amended and restated in its entirety as of the Effective Time pursuant to Merger Agreement.
“the certificate of incorporation of Nevro and the bylaws of Nevro, each as in effect immediately prior to the Effective Time, were each amended and restated in their entirety”
SPLASH BEVERAGE GROUP, INC.: Filed Certificate of Change to effect a 1-for-40 reverse stock split, reducing authorized shares from 300M to 7.5M and outstanding shares proportionally (effective 2025-03-27).
“The Company filed a Certificate of Change (the “Certificate of Change”) pursuant to Nevada Revised Statutes Section 78.209 with the Secretary of State of the State of Nevada on March 26, 2025, to be effective March 27, 2025 .”
SmartStop Self Storage REIT, Inc.: The Board adopted an amended Code of Ethics and Business Conduct effective April 1, 2025, containing general guidelines for executive officers, directors, and employees (effective 2025-04-01).
“In connection with the Listing, the Board adopted an amended Code of Ethics and Business Conduct, effective as of April 1, 2025, which contains general guidelines applicable to our executive officers, including our principal executive officer, principal financial officer and principal accounting officer, our directors and our employees.”
SmartStop Self Storage REIT, Inc.: Articles Supplementary filed on April 2, 2025 prohibit the Company from electing to be subject to Section 3-803 of the MGCL (MUTA), which would allow classification of the Board without stockholder approval, and such prohibition can only be repealed by stockholder vote (effective 2025-04-02).
“on April 2, 2025, the Company filed Articles Supplementary with the State Department of Assessments and Taxation of Maryland, which prohibit the Company from unilaterally electing to be subject to Section 3-803 of Title 3, Subtitle 8 of the Maryland General Corporation Law (the "MGCL"), commonly referred to as the Maryland Unsolicited Takeovers Act ("MUTA")”
SmartStop Self Storage REIT, Inc.: The Board adopted second amended and restated bylaws effective April 1, 2025, requiring a majority of votes cast to elect directors, granting stockholders concurrent power to amend bylaws, and adding updates consistent with Rule 14a-19 (effective 2025-04-01).
“In connection with the Offering, the Board adopted the second amended and restated bylaws (the "Second Amended and Restated Bylaws"), effective as of April 1, 2025, to, among other things, require a majority of all votes cast at a meeting of stockholders duly called and at which a quorum is present to elect a director and to grant the stockholders of the Company the concurrent power to amend the Second Amended and Restated Bylaws.”
BioNexus Gene Lab Corp: Amended articles of incorporation to effect a 1-for-10 reverse stock split (effective 2025-04-07).
“The Articles of Amendment regarding the reverse stock split was filed with the Wyoming Secretary of State on April 1, 2025”
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.”
Siddhi Acquisition Corp (Cayman Islands): On March 31, 2025, in connection with the IPO, the Company filed its amended and restated memorandum and articles of association with the Cayman Islands Registrar of Companies, effective March 31, 2025 (effective 2025-03-31).
“On March 31, 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 March 31, 2025.”
Future FinTech Group Inc.: Articles of Amendment filed to effect a 1-for-10 reverse stock split, reducing authorized common shares from 60,000,000 to 6,000,000 and decreasing issued and outstanding shares accordingly, with $0.001 par value unchanged, effective April 1, 2025, to comply with Nasdaq minimum bid price rule (effective 2025-04-01).
“On March 27, 2025, Future FinTech Group Inc. (the "Company") filed with the Florida Secretary of State's office Articles of Amendment (the “Amendment”) to amend its Second Amended and Restated Articles of Incorporation, as amended (“Articles of Incorporation”). As a result of the Amendment, the Company has authorized and approved a 1-for-10 reverse stock split of the Company’s authorized shares of common stock from 60,000,000 shares to 6,000,000 shares, accompanied by a corresponding decrease in the Company’s issued and outstanding shares of common stock (the "Reverse Stock Split").”
APPLIED OPTOELECTRONICS, INC.: Reduced quorum for special meetings to one-third of voting power (effective 2025-04-02).
“On April 2, 2025, the Board of Directors of Applied Optoelectronics, Inc. (the “Company”) approved an amendment to the Company’s Amended and Restated By-laws (“Amendment No. 1 to the Amended and Restated By-laws”) to reduce the quorum needed for any special meeting of stockholders to one-third (33.33%) of the Company’s voting power of the issued and outstanding shares of capital stock of the Company entitled to vote thereat, present in person or represented by proxy.”
GDL FUND: Adopted Series G Statement of Preferences establishing rights and preferences for Series G Preferred Shares, authorizing 3,500,000 shares with a $10.00 liquidation preference (effective 2025-03-18).
“On March 18, 2025, the Fund adopted the Series G Statement of Preferences establishing and fixing the rights and preferences of the Series G Preferred Shares.”
Venus Concept Inc.: Certificate of Amendment to Junior Preferred Stock Certificate of Designations decreasing authorized shares from 4,100,000 to 2,100,000 (effective 2025-03-31).
“The Junior Preferred Amendment amended the Junior Preferred COD to decrease the authorized shares of Junior Preferred Stock from 4,100,000 to 2,100,000.”
Venus Concept Inc.: Certificate of Amendment to Series Y Preferred Stock Certificate of Designations increasing authorized shares from 900,000 to 1,200,000 and clarifying conversion ratio (effective 2025-03-31).
“to, among other things, (i) increase the authorized shares of Series Y Preferred Stock from 900,000 to 1,200,000 and (ii) clarify that the conversion ratio of Series Y Preferred Stock-to-Common Stock is 1-for-9.0909 (instead of 1-for-100) following the 1-for-11 reverse split of the Common Stock, which occurred on March 3, 2025.”
Intra-Cellular Therapies, Inc.: Bylaws amended and restated in their entirety to mirror Merger Sub's bylaws, with conformed indemnification provisions.
“In addition, pursuant to the Merger Agreement at the Effective Time, the bylaws of the Company were amended and restated in their entirety to be in the form of the bylaws of Merger Sub as in effect at the Effective Time (except that references to the name of Merger Sub were replaced by reference to the name of the Company and the indemnification provisions were conformed to the indemnification provisions of the Restated Bylaws of the Company as in effect immediately prior to the Effective Time).”
Intra-Cellular Therapies, Inc.: Certificate of incorporation amended and restated in connection with merger effective time.
“Pursuant to the Merger Agreement, at the Effective Time, the Restated Certificate of Incorporation of the Company was amended and restated and, as so amended and restated, shall be the certificate of incorporation of the Company until further amended.”
Desktop Metal, Inc.: Bylaws amended and restated in their entirety effective at the Effective Time of the Merger.
“Pursuant to the Merger Agreement, effective as of the Effective Time, the certificate of incorporation and the bylaws of the Company were amended and restated in their entirety.”
Desktop Metal, Inc.: Certificate of incorporation amended and restated in its entirety effective at the Effective Time of the Merger.
“Pursuant to the Merger Agreement, effective as of the Effective Time, the certificate of incorporation and the bylaws of the Company were amended and restated in their entirety.”
Carriage House Event Center, Inc.: Amended Bylaws to clarify corporate governance procedures including shareholder meetings, written consent, board powers, officer roles, stock transfers, and record dates (effective 2025-03-31).
“On March 31, 2025, the Board of Directors (the “Board”) of CARRIAGE HOUSE EVENT CENTER, INC., a Colorado for-profit corporation (the “Company”), approved and adopted amendments (the “Amendments”) to the Company's Bylaws (the “Bylaws”) by unanimous written consent, pursuant to authority granted under Section 7-108-202 of the Colorado Business Corporation Act and as provided in the Bylaws.”
Perfect Moment Ltd.: Filed Certificate of Designations for Series AA Preferred Stock establishing rights, preferences, and terms (effective 2025-03-28).
“On March 28, 2025, the Company filed the Certificate of Designations with the Secretary of State of the State of Delaware to establish the voting rights, powers, preferences and privileges, and the relative, participating, optional or other rights, and the qualifications, limitations or restrictions thereof, of the Series AA Preferred Stock.”
HP INC: Decreased number of authorized directors from 15 to 13 effective at the annual meeting on April 14, 2025, due to two directors not standing for re-election (effective 2025-04-14).
“On April 1, 2025, the Board of Directors (the "Board") of HP Inc. (the "Company") adopted amendments to the Company's amended and restated bylaws (the "Bylaws"). The amendments, described below, and amended and restated Bylaws are effective April 14, 2025. The amendments to the Bylaws are solely to decrease the number of authorized directorships comprising the Board from 15 to 13 in connection with Aida Alvarez and Robert Bennett not standing for re-election at the Company's annual meeting, resulting in each stepping down from the Board effective at the annual meeting on April 14, 2025.”
Future FinTech Group Inc.: Approved a 1-for-10 reverse stock split by amending Articles of Incorporation to reduce authorized common shares from 60,000,000 to 6,000,000 (effective 2025-04-01).
“On March 27, 2025, Future FinTech Group Inc. (the "Company") filed with the Florida Secretary of State's office Articles of Amendment (the “Amendment”) to amend its Second Amended and Restated Articles of Incorporation, as amended (“Articles of Incorporation”). As a result of the Amendment, the Company has authorized and approved a 1-for-10 reverse stock split of the Company’s authorized shares of common stock from 60,000,000 shares to 6,000,000 shares, accompanied by a corresponding decrease in the Company’s issued and outstanding shares of common stock (the "Reverse Stock Split").”
Pactiv Evergreen Inc.: Company's Amended and Restated Bylaws were amended and restated in their entirety at the Effective Time of the Merger.
“Pursuant to the terms of the Merger Agreement, at the Effective Time and by virtue of the Merger, the Company’s Amended and Restated Certificate of Incorporation, as amended, and its Amended and Restated Bylaws, as in effect immediately prior to the Effective Time, were each further amended and restated in their entirety, to read as set forth in Exhibits 3.1 and 3.2, respectively, to this Current Report, and are incorporated herein by reference.”
Pactiv Evergreen Inc.: Company's Amended and Restated Certificate of Incorporation was amended and restated in its entirety at the Effective Time of the Merger.
“Pursuant to the terms of the Merger Agreement, at the Effective Time and by virtue of the Merger, the Company’s Amended and Restated Certificate of Incorporation, as amended, and its Amended and Restated Bylaws, as in effect immediately prior to the Effective Time, were each further amended and restated in their entirety, to read as set forth in Exhibits 3.1 and 3.2, respectively, to this Current Report, and are incorporated herein by reference.”
AUDDIA INC.: Filed Certificate of Amendment to effect a one-for-seventeen reverse stock split of common stock (effective 2025-03-28).
“On March 27, 2025, Auddia Inc. (the “Company”) filed a Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware to effect a reverse stock split of the Company’s common stock at a ratio of one-for-seventeen (17).”
Ellington Credit Co: Adopted new code of ethics for principal executive and senior financial officers effective on conversion date.
“the Board adopted a new Code of Ethics for Principal Executive and Senior Financial Officers”
Ellington Credit Co: Changed fiscal year end to March 31, with first full year ending March 31, 2026 (effective 2026-03-31).
“the Fund changed its fiscal year to end on March 31, the day prior to the Conversion, with the Fund’s first full year following Conversion to end on March 31, 2026”
Ellington Credit Co: Adopted amended and restated by-laws upon redomicile from Maryland to Delaware (effective 2025-03-28).
“the Fund adopted an Amended and Restated Declaration of Trust (the "Declaration of Trust") and Amended and Restated By-Laws (the "By-Laws")”
Ellington Credit Co: Adopted amended and restated declaration of trust upon redomicile from Maryland to Delaware (effective 2025-03-28).
“the Fund adopted an Amended and Restated Declaration of Trust (the "Declaration of Trust")”
Angi Inc.: Amended bylaws to provide that vacancies and newly created directorships may be filled only by the board of directors (effective 2025-03-31).
“Concurrently with the effectiveness of the Charter Amendment at the Effective Time, an amendment (the “Bylaw Amendment”) to Angi’s Amended and Restated Bylaws became effective, which Bylaw Amendment provides that vacancies and newly created directorships on the Angi board of directors may be filled only by the Angi board of directors.”
Angi Inc.: Amended certificate of incorporation to classify board of directors until 2032, prohibit stockholder action by written consent, and subject company to Section 203 of DGCL (effective 2025-03-31).
“On March 31, 2025, Angi filed a Certificate of Amendment (the “Charter Amendment”) to its Amended and Restated Certificate of Incorporation, as amended, with the Secretary of State of the State of Delaware, which became effective as of 4:31 p.m. Eastern Time, on March 31, 2025 (the “Effective Time”), to (i) provide for the Angi board of directors to be classified until Angi’s 2032 annual meeting of stockholders, (ii) provide that Angi stockholders must take action at a meeting of stockholders and may not act by written consent in lieu of a meeting, and (iii) make Angi subject to Section 203 of the General Corporation Law of the State of Delaware relating to limitations on business combinations with interested stockholders.”
HCW Biologics Inc.: Filed Certificate of Amendment of Certificate of Incorporation to effect a 1-for-40 reverse stock split, with an effective date of April 11, 2025 (effective 2025-04-11).
“The Company effected the Reverse Stock Split pursuant to the Company’s filing of an Certificate of Amendment of Certification of Incorporation with the Secretary of State of the State of Delaware on March 31, 2025”
Arculus System Co., Ltd.: Amended Articles of Incorporation to change name to Arculus System Co., Ltd. and authorize preferred stock (effective 2025-03-05).
“On March 5, 2025, the Company amended its Articles of Incorporation to: (i) change its name to Arculus System Co., Ltd., and (ii) authorize 75,000,000, $0.001 par value preferred stock.”
Arculus System Co., Ltd.: Amended Articles of Incorporation to change name to arculus system (effective 2025-02-20).
“On February 20, 2025, Azzurro Solutions Corp. (the “Company”) amended its Articles of Incorporation to change its name to arculus system.”
Direct Selling Acquisition Corp.: Amended certificate of incorporation to extend business combination deadline from March 28, 2025 to April 28, 2025, with option for up to five additional monthly extensions until September 28, 2025 (effective 2025-03-28).
“On March 26, 2025, Direct Selling Acquisition Corp. (“ DSAQ ” or the “ Company ”) held a special meeting of stockholders (the “ Special Meeting ”) to amend DSAQ’s amended and restated certificate of incorporation (the “ Charter ” or the “ Certificate of Incorporation ”) to extend the date by which DSAQ has to consummate a business combination (the “ Charter Extension ”) from March 28, 2025 (the “ Termination Date ”) to April 28, 2025 (the “ Charter Extension Date ”) and to allow DSAQ, without the need for another stockholder vote, to elect to extend the Termination Date to consummate a business combination on a monthly basis for up to five times by an additional one month each time after the Charter Extension Date, by resolution of DSAQ’s board of directors (the “ Board ”), if requested by DSAC Partners LLC, a Delaware limited liability company (the “ Sponsor ”) upon five days’ advance notice prior to the applicable Termination Date, until September 28, 2025, or a total of up to six mo”
VOXX International Corp: Bylaws of the surviving corporation became the bylaws of Merger Sub in effect immediately prior to the effective time.
“the bylaws of Merger Sub in effect immediately prior to the Effective Time became the bylaws of the Surviving Corporation”
VOXX International Corp: Amended and restated certificate of incorporation of the surviving corporation effective at the merger effective time.
“the certificate of incorporation of the Surviving Corporation was amended and restated in its entirety”
SANDY SPRING BANCORP INC: Sandy Spring's articles of incorporation and bylaws ceased upon merger; Atlantic Union's organizational documents became governing instruments by operation of law.
“At the Effective Time, the Articles of Incorporation, as amended, of Sandy Spring and the Bylaws of Sandy Spring ceased to be in effect by operation of law and the organizational documents of Atlantic Union (as successor to Sandy Spring by operation of law) remained the Articles of Restatement of Articles of Incorporation of and the Bylaws of Atlantic Union, in each case as in effect as of immediately prior to the Effective Time.”
AUTOZONE INC: Reduced required percentage of voting stock to call a special meeting from a majority to 25% (effective 2025-03-26).
“On March 26, 2025, the Board of Directors (the “Board”) of AutoZone, Inc. (the “Company”) adopted and approved amended and restated by-laws of the Company (the “Ninth Amended and Restated By-Laws”), effective immediately, to reduce the required percentage of the Company’s issued and outstanding voting stock required to call a special meeting of shareholders from a majority to twenty-five percent (25%)”
Hyperscale Data, Inc.: Filed a Certificate of Designation to establish terms of Series B Convertible Preferred Stock (effective 2025-03-31).
“On March 31, 2025, Hyperscale Data, Inc. (the “ Company ”) filed a Certificate of Designation, Rights and Preferences (the “ Certificate of Designation ”) with the Secretary of State of the State of Delaware to establish the preferences, voting powers, limitations as to dividends or other distributions, qualifications, terms and conditions of redemption and other terms and conditions of the Company’s Series B Convertible Preferred Stock”
INTEVAC INC: Bylaws amended and restated in their entirety effective at the merger effective time.
“the Company’s certificate of incorporation and by-laws were each amended and restated in their entirety.”
INTEVAC INC: Certificate of incorporation amended and restated in its entirety effective at the merger effective time.
“the Company’s certificate of incorporation and by-laws were each amended and restated in their entirety.”
POWERDYNE INTERNATIONAL, INC.: Amended certificate of incorporation to increase authorized common stock to 3 billion shares and preferred stock to 20 million shares (effective 2025-03-25).
“On March 25, 2025, The Delaware Secretary of State approved an amendment authorizing the Company to increase the number of authorized shares of common stock to three billion twenty million (3,020,000,000) shares, consisting of three billion (3,000,000,000) shares of common stock and twenty million (20,000,000) shares of preferred 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.