Charter, bylaw, and control-related changes under 8-K Items 5.03/5.05/5.06.
Forward Industries, Inc.: Amendment to Certificate of Incorporation to increase authorized shares of Series A-1 Preferred Stock from 2,700 to 6,700 shares (effective 2025-03-13).
“On March 11, 2025, the Board of Directors of Forward Industries, Inc. (the “Company”) approved the filing of a Certificate of Amendment to the Company's Certificate of Incorporation (the “Amendment”) to increase the number of authorized shares of Series A-1 Preferred Stock from 2,700 shares to 6,700 shares.”
TELEPHONE & DATA SYSTEMS INC /DE/: Amended Bylaws to define Vice Chair officer role, succession to President, and lead independent director chairing authority (effective 2025-03-13).
“On March 13, 2025, the Board of Directors of TDS adopted amendments (the “Amendments”) to the Bylaws of TDS, as amended and restated as of January 24, 2025, which became effective immediately.”
Celanese Corp: Adopted an amendment to Article VIII, Section 8.01 of the Seventh Amended and Restated By-laws to designate federal district courts as the exclusive forum for claims under the Securities Act of 1933, with a backup state court forum in Delaware (effective 2025-03-14).
“On March 14, 2025, the Board of Directors of Celanese Corporation (the “Company”) adopted and approved an amendment (the “Amendment”) to Article VIII, Section 8.01 of the Company’s Seventh Amended and Restated By-laws (as amended, the “Amended By-laws”), effective immediately.”
Authentic Holdings, Inc.: Board designated Series E Preferred Stock via Certificate of Designation filed with Nevada Secretary of State (effective 2025-03-13).
“On March 13, 2025, pursuant to our Articles of Incorporation, our Board of Directors voted to designate a class of preferred stock entitled Series E Preferred Stock, consisting of up to eighty thousand (80,000) shares.”
Bank of New York Mellon Corp: Filed Certificate of Designations to establish Series K Noncumulative Perpetual Preferred Stock, including dividend and redemption restrictions (effective 2025-03-13).
“On March 13, 2025, the Registrant filed a Certificate of Designations (the “Certificate of Designations”) with the Secretary of State of the State of Delaware to establish the preferences, limitations and relative rights of the Series K Preferred Stock.”
Pacira BioSciences, Inc.: Adopted majority voting standard for election of director nominees in uncontested elections, retained plurality for contested elections (effective 2025-03-12).
“On March 12, 2025, the Board of Directors of Pacira BioSciences, Inc. (the “Company”) approved and adopted the Third Amended and Restated Bylaws of the Company (the “Third Amended and Restated Bylaws”), effective immediately. The Third Amended and Restated Bylaws reflect the adoption of a majority voting standard for the election of director nominees in uncontested director elections, with a plurality vote standard retained for contested director elections.”
OFFICE PROPERTIES INCOME TRUST: Increased authorized common shares from 200,000,000 to 250,000,000 (effective 2025-03-14).
“we increased the number of our authorized common shares from 200,000,000 to 250,000,000, pursuant to the Articles of Amendment to our Amended and Restated Declaration of Trust, as amended, which we filed and which were effective that day.”
Outlook Therapeutics, Inc.: Increased authorized shares of common stock from 60,000,000 to 260,000,000 (effective 2025-03-11).
“the Company’s stockholders approved an amendment to the Company’s Restated Certificate of Incorporation to increase the authorized number of shares of the Company’s common stock from 60,000,000 to 260,000,000 shares. The increase in the authorized number of shares of the Company’s common stock was effected pursuant to a Certificate of Amendment of the Restated Certificate of Incorporation (the “Certificate of Amendment”) filed with the Secretary of State of the State of Delaware on March 11, 2025 and was effective as of such date.”
IMAC Holdings, Inc.: Lowered the required quorum for any meeting of stockholders from a majority to one-third of the votes entitled to vote, if all issued and outstanding shares entitled to vote are present and voted (effective 2025-03-13).
“On March 13, 2025, the Board of Directors (the “Board”) of the Company approved an amendment to the Company’s by-laws (the “By-laws”), effective immediately, to lower the required quorum for any meeting of the stockholders from a majority to one-third (1/3) of the votes if all the issued and outstanding shares of stock entitled to vote at such meeting were present and voted (the “New Quorum Requirement”).”
Fly-E Group, Inc.: Approved amendment to Certificate of Incorporation to increase authorized shares from 100,000,000 to 300,000,000 and classify board into three classes with staggered three-year terms (effective 2025-03-10).
“On March 10, 2025, the Company filed with the Secretary of State of the State of Delaware an amendment to the Certificate of Incorporation to increase the authorized shares of common stock of the Company from 100,000,000 shares to 300,000,000 shares and to classify the board of directors of the Company into three classes with staggered three-year terms (the “Amendment”).”
WESTERN DIGITAL CORP: Board approved amendments to the Amended and Restated Bylaws, including revisions to advance notice provisions, universal proxy rules, meeting administration, and other conforming changes (effective 2025-03-13).
“On March 13, 2025, the Board of Directors (the “Board”) of Western Digital Corporation (the “Company”) approved amendments to the Company’s Amended and Restated Bylaws (the “Bylaws”). The Bylaws became effective immediately upon their adoption.”
Ascent Solar Technologies, Inc.: Ascent Solar Technologies adopted a bylaw amendment reducing the quorum requirement for stockholder meetings from a majority to one-third of voting power, and clarifying that the required vote for stockholder approval is based on the voting power of shares present (effective 2025-03-07).
“On March 7, 2025, the Board of Directors of Ascent Solar Technologies, Inc. (the “Company”) adopted an amendment (the “Amendment”) to the Company’s bylaws. The Amendment makes the following two changes to the bylaws. First, the Amendment reduces the quorum required for the transaction of business at stockholder meetings from (i) the holders of a majority of the stock issued and outstanding and entitled to vote, to (ii) the holders of one-third of the voting power of the outstanding shares of stock entitled to vote.”
Spirit Aviation Holdings, Inc.: Amended and restated bylaws effective on the Effective Date as part of a plan.
“the Company amended and restated its certificate of incorporation (the “Charter”) and bylaws (the “Bylaws”), each of which became effective on the Effective Date.”
Spirit Aviation Holdings, Inc.: Amended and restated certificate of incorporation effective on the Effective Date as part of a plan.
“the Company amended and restated its certificate of incorporation (the “Charter”) and bylaws (the “Bylaws”), each of which became effective on the Effective Date.”
Beeline Holdings, Inc.: Changed company name from Eastside Distilling, Inc. to Beeline Holdings, Inc. and effected a one-for-10 reverse stock split (effective 2025-03-10).
“On March 10, 2025, Beeline Holdings, Inc., formerly known as Eastside Distilling, Inc. (the “Company”) filed a Certificate of Amendment to its Amended and Restated Articles of Incorporation with the Nevada Secretary of State for purposes of (i) changing the Company’s name from Eastside Distilling, Inc. to Beeline Holdings, Inc. and (ii) effecting a reverse stock split of all outstanding shares of the Company’s common stock, par value $0.0001 per share, at a ratio of one-for-10, which became effective with The Nasdaq Stock Market, LLC on March 12, 2025.”
PLIANT THERAPEUTICS, INC.: Adopted Certificate of Designation for Series A Junior Participating Preferred Stock in connection with stockholder rights agreement (effective 2025-03-13).
“In connection with the adoption of the Rights Agreement described in Item 3.03 of this Current Report, the Board approved a Certificate of Designation of Series A Junior Participating Preferred Stock, which designates the rights, preferences and privileges of 300,000 shares of a series of the Company’s preferred stock, par value $0.0001 per share, designated as Series A Junior Participating Preferred Stock.”
GRIFFON CORP: Adopted conforming bylaw amendment to reduce board size from 12-14 to 9-11 directors (effective 2025-03-11).
“The By-law Amendment contains a conforming amendment related to the Charter Amendment, to reduce the size of the Board from a range of twelve to fourteen directors to a range of nine to eleven directors.”
GRIFFON CORP: Adopted amendments to Certificate of Incorporation to reduce board size from 12-14 to 9-11 directors and add officer exculpation provision (effective 2025-03-11).
“The Charter Amendment approved by the Shareholders was made effective by filing with the Secretary of State of the State of Delaware on March 11, 2025.”
ENvue Medical, Inc.: Filed Certificate of Amendment to effect a 1-for-11 reverse stock split of common stock (effective 2025-03-13).
“On March 12, 2025, NanoVibronix, Inc. (the “ Company ”) filed a Certificate of Amendment (the “ Certificate of Amendment ”) to the Company’s Amended and Restated Certificate of Incorporation (as amended, the “ Certificate of Incorporation ”) with the Secretary of State of Delaware to effect a 1-for-11 reverse stock split of the shares of the Company’s common stock, par value $0.001 per share (the “ Common Stock ”), either issued and outstanding or held by the Company as treasury stock, effective as of 4:05 p.m. (Delaware time) on March 13, 2025 (the “ Reverse Stock Split ”).”
Workhorse Group Inc.: Filed Certificate of Change to effect a 1-for-12.5 reverse stock split, reducing authorized common stock from 450M to 36M shares (effective 2025-03-17).
“On March 12, 2025, Workhorse Group Inc. (the “Company”) announced that the Board of Directors of the Company approved a reverse stock split (the “Reverse Split”) of the Company’s authorized shares and issued and outstanding shares of common stock, par value $0.001 per share (the “Common Stock”), at a ratio of 1-for-12.5. The Company expects that the Reverse Split will be effective as of March 17, 2025”
Titan Environmental Solutions Inc.: Filed Certificate of Designation creating Series C Convertible Preferred Stock (effective 2025-03-06).
“On March 6, 2025, the Company filed a Certificate of Designation of the Preferences of Preferred Stock (the “Certificate of Designation”) pursuant to which it authorized the issuance of up to 6.5 million shares of Series C Preferred Stock and created the terms of the Series C Preferred Stock.”
Honest Company, Inc.: Amended the bylaws to update advance notice informational requirements, clarify director nomination at special meetings, provide for replacement of uncertificated shares, and clarify expense advancement for directors or executive officers (effective 2025-03-06).
“On March 6, 2025, the Board of Directors of The Honest Company, Inc. (the “Company”) approved and adopted amendments to the Company’s bylaws (as so amended, the “Bylaws”).”
Aditxt, Inc.: Certificate of amendment filed to effect a 1-for-250 reverse stock split of common stock, effective March 14, 2025 at 4:01 p.m. ET (effective 2025-03-14).
“On March 12, 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 March Reverse Stock Split. The March Reverse Stock Split will become effective as of 4:01 p.m. Eastern Time on March 14, 2025”
SunPower Inc.: Changed fiscal year end from December 31 to a 52-to-53-week fiscal year ending on the Sunday closest to December 31, effective for fiscal year ended December 29, 2024 (effective 2024-12-29).
“On March 10, 2025, the Company’s Board of Directors approved a change in the Company’s fiscal year end from December 31 to a 52-to-53-week fiscal year that ends on the Sunday closest to December 31. This change is effective for the fiscal year ended December 29, 2024.”
Bannix Acquisition Corp.: Amendment to extend the business combination deadline from March 14, 2025 to June 14, 2025, with up to three monthly extensions, and to remove the need for further stockholder votes for such extensions (effective 2025-03-10).
“the Company will file an amendment to its Amended and Restated Certificate of Incorporation with the Delaware Secretary of State on March 10, 2025 (the "March 2025 Amendment") to extend the date by which the Company must (1) complete a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination involving the Company and one or more businesses ("Business Combination"), (2) cease its operations except for the purpose of winding up if it fails to complete such Business Combination, and (3) redeem 100% of the Company's common stock included as part of the units sold in the Company's initial public offering that was consummated on September 14, 2021, from March 14, 2025, as extended, and to allow the Company, without another stockholder vote, to further extend the date to consummate a Business Combination on a monthly basis up to three (3) times by an additional one (1) month each time after March 14, 2025 or later extended dea”
Aspen Technology, Inc.: Amended and restated the bylaws in their entirety pursuant to the Merger Agreement.
“the Company’s amended and restated bylaws, as in effect immediately prior to the Effective Time, were amended and restated in their entirety as set forth on Exhibit B to the Merger Agreement (the “ Amended and Restated Bylaws ”).”
Aspen Technology, Inc.: Amended and restated the certificate of incorporation in its entirety pursuant to the Merger Agreement.
“the Company’s amended and restated certificate of incorporation, as in effect immediately prior to the Effective Time, was amended and restated in its entirety as set forth on Exhibit A to the Merger Agreement (the “ Amended and Restated Certificate of Incorporation ”).”
BNB PLUS CORP.: Amended certificate of incorporation to effect a 1-for-50 reverse stock split (effective 2025-03-14).
“The Certificate of Amendment will be filed with the Secretary of State of the State of Delaware on March 13, 2025, and the Reverse Stock Split will become effective in accordance with the terms of the Certificate of Amendment at 12:01 a.m. Eastern Time on Friday, March 14, 2025 (the “Effective Time”).”
Toll Brothers, Inc.: Amendment to Second Restated Certificate of Incorporation to change director removal standard from 66-2/3% to majority vote of combined voting power of shares entitled to vote generally in election of directors, with or without cause (effective 2025-03-11).
“At the Annual Meeting of Stockholders (“Annual Meeting”) held on March 11, 2025, the stockholders of Toll Brothers, Inc. (the “Company”) approved a proposed amendment (the “Amendment”) to Article Five, Part IV of the Company’s Second Restated Certificate of Incorporation, as amended, to provide that a majority, rather than 66-2/3%, of the combined voting power of the then outstanding shares of stock entitled to vote generally in the election of directors, voting together as a single class, may remove any director from office, with or without cause.”
SOLESENCE, INC.: Company changed its name from Nanophase Technologies Corporation to Solesence, Inc (effective 2025-03-10).
“On March 10, 2025, Nanophase Technologies Corporation (the “Company”) filed a Certificate of Amendment to the Company’s Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware to change the Company’s name to “Solesence, Inc.””
Mativ Holdings, Inc.: Eliminated temporary governance provisions from the bylaws that were set to expire after the next annual meeting (effective 2025-03-11).
“On March 11, 2025, the Board of Directors of the Company approved an amendment and restatement of the Company’s bylaws (as amended and restated, the “Amended and Restated Bylaws”). The amendments eliminate the temporary governance provisions contemplated by the Agreement and Plan of Merger, dated March 28, 2022, which were otherwise set to expire immediately following the upcoming annual meeting of stockholders and are further described in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 6, 2022.”
Premier Air Charter Holdings Inc.: Changed fiscal year end from March 31 to December 31 (effective 2025-03-11).
“On March 11 2025, the Board approved a change in fiscal year end of the Company from March 31st to December 31st.”
CaliberCos Inc.: Filed Certificate of Designation establishing Series AA Cumulative Redeemable Preferred Stock (effective 2025-03-05).
“On March 5, 2025, CaliberCos Inc. (the “Company”) filed a Certificate of Designations, Preferences and Rights (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 AA Cumulative Redeemable Preferred Stock, par value $0.001 (the “Series AA Preferred Stock”).”
FARADAY FUTURE INTELLIGENT ELECTRIC INC.: Amendment to Certificate of Incorporation to increase authorized common stock from 104,245,313 to 129,245,313 and total authorized shares from 114,245,313 to 139,245,313. Also filed a Certificate of Elimination to remove designation of Series A Preferred Stock after redemption (effective 2025-03-10).
“On March 10, 2025, Faraday Future Intelligent Electric Inc. (the “Company”) filed an amendment (the “Certificate of Amendment”) to the Company’s Third Amended and Restated Certificate of Incorporation (as amended, the “Charter”) with the office of the Secretary of State of the State of Delaware to effect an increase in the number of authorized shares of common stock, par value $0.0001 per share, of the Company (“Common Stock”) from 104,245,313 to 129,245,313, increasing the total number of authorized shares of Common Stock and preferred stock from 114,245,313 to 139,245,313.”
Vocodia Holdings Corp: Amended articles of incorporation to increase authorized common shares to 15,000,000,000, effective February 28, 2025 (effective 2025-02-28).
“Effective February 28, 2025, the Company amended its articles of incorporation to increase the number of authorized common shares to 15,000,000,000.”
Vocodia Holdings Corp: Amended the Designation of Series A Preferred Stock to restore voting rights, with each share having voting power equivalent to 10,000 shares of common stock, effective February 24, 2025 (effective 2025-02-24).
“Effective February 24, 2025, the Company amended the Designation of the Series A Preferred Stock to restore voting rights previously eliminated.”
First Eagle Private Credit Fund: Amended and Restated Bylaws adopted, amending the Fund's bylaws to require annual shareholder meetings and amend provisions regarding shareholder meetings, election of trustees, and rights of trustees, officers, employees and agents to clarify compliance with NASAA Omnibus Guidelines (effective 2025-03-11).
“On March 11, 2025, the Board adopted the Amended and Restated Bylaws of the Fund (the “ Amended and Restated Bylaws ”), which amend the Fund’s previously effective bylaws to, among other things, (i) require annual shareholder meetings, (ii) amend certain provisions regarding shareholder meetings, including to clarify compliance with NASAA guidelines, (iii) amend certain provisions regarding the election of Trustees, (iv) amend certain provisions regarding the rights of Trustees, officers, employees and agents to clarify, including to clarify compliance with the NASAA Omnibus Guidelines.”
First Eagle Private Credit Fund: Third Amended and Restated Declaration of Trust adopted, amending the Fund's declaration of trust, including to require annual shareholder meetings, amend election, removal, indemnification, expense allocation, roll-up, derivative action, offering period, principal transaction, distribution, adviser (effective 2025-03-11).
“On March 11, 2025, the Board of Trustees (the “ Board ”) of the Fund adopted the Third Amended and Restated Declaration of Trust of the Fund (the “ Third Amended and Restated Declaration of Trust ”), which amends the Fund’s previously effective declaration of trust at the request of state securities regulators to, among other things, (i) require annual shareholder meetings, (ii) amend certain election and removal provisions for the members of the Board”
PANTAGES CAPITAL ACQUISITION Corp: Company amended its amended and restated memorandum and articles of association to change its name from 'Shepherd Ave Capital Acquisition Corporation' to 'Aifeex Nexus Acquisition Corporation' (effective 2025-03-11).
“On March 11, 2025, Shepherd Ave Capital Acquisition Corporation, a Cayman Islands exempted company (the “ Company ”), held an extraordinary general meeting (the “ Shareholder Meeting ”). At the Shareholder Meeting, the shareholders of the Company, by special resolution, approved the proposal to amend Company’s amended and restated memorandum and articles of associations (the “ Charter ”) to change the Company’s name from “Shepherd Ave Capital Acquisition Corporation” to “Aifeex Nexus Acquisition Corporation” (the “ Name Change ”). Promptly following the approval, the Company filed a Second Amended and Restated Memorandum and Articles of Association (the “ Amended Charter ”) with the Cayman Islands Companies Register to effect the Name Change.”
CUMULUS MEDIA INC: Adopted director resignation policy for majority vote standard in uncontested elections (effective 2025-03-04).
“On March 4, 2025, the Board of Directors (the “Board”) of Cumulus Media Inc. (the “Company”), in part based upon feedback received during the Company’s extensive stockholder engagement efforts over the past year, unanimously approved an amendment (the “Bylaw Amendment”) to Section 2.7 of the Company’s Bylaws, as amended and restated (the “Bylaws”) to implement a director resignation policy to require that any incumbent director nominee who does not receive a majority of the votes cast in an election that is not a Contested Election (as defined therein) will promptly tender his or her resignation for consideration in accordance with the procedures set forth in Section 2.7 of the Bylaws.”
REALLOYS INC. reported a fiscal year change.
“Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. The matters described in Item 1.01 of this Current Report on Form 8-K are incorporated herein by reference to the extent applicable.”
I-ON Digital Corp.: Amended Certificate of Designation of Series C Convertible Preferred Stock to increase votes per share from one to 20 (effective 2025-03-07).
“On March 7, 2025, I-ON Digital Corp. (the “Company”) filed a Certificate of Amendment to its Certificate of Designation of Series C Convertible Preferred Stock with the Secretary of State of the State of Delaware (the “Certificate of Amendment”) increasing the number of votes per share of the Series C Convertible Preferred Stock from one to 20.”
Avalon GloboCare Corp.: Reduced stockholder meeting quorum requirement to one-third of voting power (effective 2025-03-07).
“The Amendment reduces the quorum at any meeting of stockholders, except as otherwise required by law or by the Avalon Charter or the Avalon Bylaws, to one-third of the voting power of the shares of capital stock outstanding and entitled to vote at the meeting, present in person, present by remote communication, if applicable, or represented by proxy.”
Avalon GloboCare Corp.: Filed Certificates of Elimination to remove designations for Series A and Series B Preferred Stock from the certificate of incorporation (effective 2025-03-07).
“On March 7, 2025, Avalon filed a Certificate of Elimination relating to each of the Series A Preferred Stock and the Series B Preferred Stock (the “Eliminations of Designation”) with the Secretary of State of the State of Delaware, thereby terminating the designations of the Series A Preferred Stock and the Series B Preferred Stock.”
Checkpoint Therapeutics, Inc.: The board adopted an amendment to the bylaws establishing exclusive forum provisions for certain internal and securities claims, effective upon execution of the Merger Agreement (effective 2025-03-09).
“the Company Board adopted an amendment (the “ Bylaws Amendment ”) to the bylaws of the Company (the “ Bylaws ”), which became effective concurrently with the execution of the Merger Agreement.”
Longevity Health Holdings, Inc.: Company amended and restated its Bylaws to reflect the name change (effective 2025-03-05).
“In connection with the Name Change, the Company’s Board of Directors (the “Board”) also amended and restated the Company’s Bylaws to reflect the Name Change (the “Amended and Restated Bylaws”), effective as of the Effective Date.”
Longevity Health Holdings, Inc.: Company filed Certificate of Amendment to change its corporate name from Carmell Corporation to Longevity Health Holdings, Inc (effective 2025-03-05).
“On March 5, 2025, Carmell Corporation, a Delaware corporation (the “Company”), filed with the Secretary of State of the State of Delaware a Certificate of Amendment to the Company’s Third Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) to change its corporate name to “Longevity Health Holdings, Inc.” (the “Name Change”), effective as of March 5, 2025 (the “Effective Date”).”
AMAZE HOLDINGS, INC.: Adopted an amendment to Fresh Vine's bylaws inserting a new Article XI to exempt acquisitions of controlling interest under the Merger Agreement from Nevada control-share statutes.
“Effective upon entry into the Merger Agreement, Fresh Vine’s board of directors adopted an amendment to Fresh Vine’s bylaws. The amendment inserts a new Article XI that states that the “Acquisition of Controlling Interest” statutes set forth in Sections 78.378 through 78.3793, inclusive, of the Nevada Revised Statutes shall not apply to any “acquisition” of a “controlling interest” (as each term is defined therein) in Fresh Vine resulting from the Merger Agreement.”
HERSHEY CO: The Company amended its By-laws to require the Chairman of the Board to be an independent director, with a transition exception for the current CEO, and to implement a majority voting standard for uncontested director elections and a director resignation policy for any incumbent nominee who receives (effective 2025-03-04).
“On March 4, 2025, the Board of Directors (the “Board”) of The Hershey Company (the “Company”) amended the Company’s By-laws, as amended and restated as of February 21, 2017 (the “Bylaws”), to reflect the amendments discussed herein (the “Amendments”).”
Chubb Ltd: Share capital reduction from CHF 209,812,993 to CHF 206,053,710.50; amendment of Article 3 of the Articles of Association to reflect cancellation of 7,518,565 treasury shares (effective 2025-03-07).
“Article 3 of the Company’s Articles of Association was amended to effect the share capital reduction, reflecting the change in share capital from CHF 209,812,993, divided into 419,625,986 registered shares, to CHF 206,053,710.50, divided into 412,107,421 registered shares.”
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.