Charter, bylaw, and control-related changes under 8-K Items 5.03/5.05/5.06.
CBRE GROUP, INC.: Rescinded director term limit of 12 years by amending and restating the Amended and Restated By-Laws, Article II, Section 2 (effective 2025-03-05).
“On March 5, 2025 and effective as of such date, the Board of Directors of the Company amended and restated the Company’s Amended and Restated By-Laws. Article II, Section 2, which provided for a director term limit of 12 years, has been rescinded.”
KKR & Co. Inc.: Filed Certificate of Designations establishing terms of Series D Mandatory Convertible Preferred Stock (effective 2025-03-07).
“the Company filed a Certificate of Designations (the “Certificate of Designations”) with the Secretary of State of the State of Delaware on March 7, 2025 to establish the designations, powers, preferences and rights of the Mandatory Convertible Preferred Stock”
SANUWAVE Health, Inc.: Approved a new Code of Business Conduct and Ethics (effective 2025-03-04).
“In connection with the Uplisting, on March 4, 2025, the Board approved a new Code of Business Conduct and Ethics.”
SANUWAVE Health, Inc.: Approve Amended and Restated Bylaws changing notice windows, special meeting prohibition, proxy color, board size, forum selection, and other administrative updates (effective 2025-03-04).
“In connection with the Uplisting (as defined below), on March 4, 2025, the Board of Directors (the “Board”) of Sanuwave Health, Inc. (the “Company”) approved Amended and Restated Bylaws of the Company (the “A&R Bylaws”), which amend and restate the Company’s existing bylaws (the “Existing Bylaws”) in their entirety.”
Professional Diversity Network, Inc.: Reverse stock split at 10-to-1 ratio (effective 2025-03-13).
“On March 7, 2025, the Company filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation with the Secretary of State of Delaware (the “Certificate of Amendment”), which effects the Reverse Stock Split at a ratio of 10-to-1, and such Certificate of Amendment will become effective as of 12:01 a.m. ET on March 13, 2025 (the “Effective Time”).”
Academy Sports & Outdoors, Inc.: Amended Section 3.05 (board vacancies) and Section 9.01 (voting standard for bylaw amendments) to align with the Certificate of Incorporation (effective 2025-03-06).
“On March 6, 2025, the Board of Directors (the “Board”) of Academy Sports and Outdoors, Inc. (the “Company”) amended and restated, effective immediately, the amended and restated bylaws of the Company (the “Bylaws” and, as so further amended and restated, the “Amended and Restated Bylaws”) to reflect the amendments summarized below. Specifically, the Amended and Restated Bylaws amend Section 3.05, which includes language relating to board vacancies, and Section 9.01, which includes the voting standard for Bylaw amendments by stockholders, in each case, to instead refer to the relevant language in the Amended and Restated Certificate of Incorporation of the Company (the “Certificate”).”
AEye, Inc.: Amended Bylaws to address universal proxy rules, reduce quorum, and make other procedural changes (effective 2025-03-06).
“On March 6, 2025, the Board of Directors (the “Board”) of AEye, Inc. (the “Company”) adopted amendments, effective as of the date of adoption, to the Company’s Bylaws (the “Amended Bylaws”), which provided, among other things: · addressed matters relating to Rule 14a-19 under the Securities Exchange Act of 1934, as amended (the “Universal Proxy Rule”), including requiring that any stockholder submitting a nomination notice make a representation as to whether such stockholder intends to solicit proxies in support of director nominees, other than the Company’s nominees, in accordance with the Universal Proxy Rule; · added a requirement that any stockholder directly or indirectly soliciting proxies from other stockholders must use a proxy card color other than white, with the white proxy card being reserved for exclusive use by the Board; · reduced the quorum needed to hold a meeting of the Company’s stockholders from a majority of the shares entitled to vote at such meeting, represented”
DevvStream Corp.: The Board approved and adopted a new Code of Business Conduct applicable to all employees, officers and directors of New PubCo (effective 2024-11-06).
“In connection with the Transactions, on November 6, 2024, the Board approved and adopted a new Code of Business Conduct applicable to all employees, officers and directors of New PubCo.”
DevvStream Corp.: DevvStream Corp. changed its fiscal year end to July 31 (effective 2025-03-07).
“Further, in connection with the consummation of the Business Combination, New PubCo changed its fiscal year end to July 31 st.”
DevvStream Corp.: DevvStream Corp. changed its jurisdiction from Delaware to Alberta and became a company under the Business Corporations Act (Alberta), and changed its name to DevvStream Corp (effective 2025-03-07).
“Pursuant to the Business Combination Agreement, on the Closing Date, (a) FIAC changed its jurisdiction from the State of Delaware under the Delaware General Corporation Law to the Province of Alberta, Canada, and thereby become a company existing under the Business Corporations Act (Alberta) and changed its name to DevvStream Corp.”
Piermont Valley Acquisition Corp: Shareholders approved an amendment to eliminate the redemption limitation from the charter, allowing redemptions without regard to the net tangible assets threshold (effective 2025-02-28).
“Proposal No. 2 — The Redemption Limitation Amendment Proposal — a proposal to eliminate, by way of special resolution, from the charter the limitation that the Company may not redeem public shares to the extent that such redemption would result in the Company having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934, as amended) of less than US$5,000,001 in order to allow the Company to redeem public shares irrespective of whether such redemption would exceed the redemption limitation.”
Piermont Valley Acquisition Corp: Shareholders approved an amendment to extend the deadline for the Company to consummate a business combination from March 3, 2025 to March 3, 2026 and allow the board to wind up operations earlier (effective 2025-02-28).
“Proposal No. 1 — The Extension Proposal — proposal to amend, by special resolution, the Company’s amended and restated memorandum of association and articles of association, as amended to extend the date by which the Company would be required to consummate a business combination from March 3, 2025 to March 3, 2026 and (b) to permit the board of directors of the Company, in its sole discretion, to elect to wind up the Company’s operations on an earlier date than March 3, 2026.”
KESTRA MEDICAL TECHNOLOGIES, LTD.: The company's Amended and Restated bye-laws became effective (effective 2025-03-07).
“On March 7, 2025, the Company’s Amended and Restated bye-laws (the “ bye-laws ”), in the form previously filed as Exhibit 3.3 to the Registration Statement, became effective.”
KESTRA MEDICAL TECHNOLOGIES, LTD.: The company increased authorized share capital to US$100,000,000 divided into 100,000,000 common shares and redesignated ordinary shares as common shares (effective 2025-03-07).
“As previously disclosed in the Registration Statement, in connection with the Offering, the Company’s Board of Directors and its sole shareholder approved, among other things, an increase to the Company’s authorized share capital to US$100,000,000 divided into 100,000,000 common shares of par value of US$1.00 each and a redesignation of the Company’s authorized and issued ordinary shares as common shares.”
Bunker Hill Mining Corp.: Company anticipates amending articles of incorporation to increase authorized shares from 1,510,000,000 to 2,510,000,000, subject to stockholder consent.
“the Company anticipates amending its articles of incorporation to increase the total number of shares of capital stock that the Company is authorized to issue from 1,510,000,000 shares to 2,510,000,000 shares, which requires the approval of the Company’s stockholders.”
Criteo S.A.: Amended and restated By-laws to increase share capital and number of shares, effective February 28, 2025 (effective 2025-02-28).
“On February 28, 2025, the Board of Directors of the Company amended and restated the By-laws ( statuts ) of the Company, effective immediately. Article 6 of the By-laws has been amended to provide that, as of February 28, 2025, the Company has a share capital of €1,443,620.975, divided into 57,744,839 shares with a par value of €0.025 each, increased from €1,443,593.525, divided into 57,743,741 shares with a par value of €0.025 each.”
Keros Therapeutics, Inc.: Amended and Restated Bylaws to update advance notice provisions for director nominations, enhance disclosure requirements, clarify stockholder meeting procedures, and make conforming edits (effective 2025-03-05).
“On March 5, 2025, in connection with a periodic review of corporate governance matters, the board of directors (the “Board”) of Keros Therapeutics, Inc. (the “Company”) approved and adopted the Amended and Restated Bylaws of the Company (as so amended and restated, the “Amended and Restated Bylaws”), effective immediately.”
PMGC Holdings Inc.: Filed a Certificate of Amendment to effect a 1-for-7 reverse stock split of common stock, effective March 10, 2025 (effective 2025-03-10).
“On February 28, 2025, PMGC Holdings Inc. (the “Company”) filed a Certificate of Amendment to the Company’s Articles of Incorporation, as amended (the “Certificate of Amendment”), to effect a 1-for-7 reverse stock split (the “Split”) of the shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), to be effective on March 10, 2025.”
Arcadium Lithium plc: Articles of association amended and restated to approve validity of unanimous written consent by all members in lieu of a general meeting (effective 2025-03-06).
“On March 6, 2025, shortly after the Effective Time, the articles of association of the Company were amended and restated to approve the validity of a unanimous written consent by all members in lieu of a general meeting of the Company.”
NewHold Investment Corp. III: Filed amended and restated memorandum and articles of association in connection with IPO (effective 2025-02-27).
“On February 27, 2025, in connection with the IPO, the Company filed its amended and restated memorandum and articles of association”
OLIN Corp: Increased the size of the Board from nine to ten directors (effective 2025-03-05).
“Olin’s Board approved an amendment to Article II, Section 1 of Olin’s Bylaws to increase the size of the Board from nine to ten, effective March 5, 2025.”
WEYCO GROUP INC: Amended Article III, Section 3.01 to change the number of directors from seven to a range of six to eight and to remove phased declassification language (effective 2025-03-04).
“Article III, Section 3.01 was amended to modify the number of directors required to serve on the Company’s Board. Pursuant to the amendment, the number of directors of the Company shall be at least six (6) and no more than (8), with the specific number of directors to be determined from time to time by resolution of the Board. Previously, the bylaws called for seven directors.”
Beeline Holdings, Inc.: Increased authorized Series G shares from 11,000,000 to 15,000,000 (effective 2025-02-27).
“On February 27, 2025, the Board of Directors (the “Board”) of the Company filed a Certificate of Amendment (the “Amendment”) to the Series G Certificate of Designations increasing the authorized shares of Series G from 11,000,000 shares to 15,000,000 shares.”
AZEK Co Inc.: Stockholders approved amendments to the restated certificate of incorporation to remove references to former private equity sponsors, make other immaterial changes, and remove the sponsor corporate opportunity waiver provision (effective 2025-03-05).
“At the Annual Meeting (as defined below), upon the recommendation of the Board of Directors, the stockholders of the Company approved amendments to the Company’s restated certificate of incorporation to (i) remove references to the Company's former private equity sponsors and make certain other immaterial changes and (ii) remove the sponsor corporate opportunity waiver provision (together, the “Charter Amendments”). As a result, the Company filed a Certificate of Amendment setting forth the Charter Amendments (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware on March 5, 2025. The Certificate of Amendment became effective upon filing.”
Abacus Global Management, Inc.: Company changed its corporate name to Abacus Global Management, Inc. via a Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation filed with the Delaware Secretary of State (effective 2025-02-27).
“Abacus Life, Inc. (the “Company”) changed its corporate name to Abacus Global Management, Inc., pursuant to a Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of the Company (the “Certificate of Amendment”) filed with the Delaware Secretary of State on February 27, 2025 (the “Name Change”).”
Concord Acquisition Corp II: Extended the deadline to consummate a business combination from March 3, 2025 to December 31, 2025 (effective 2025-02-28).
“As approved by its stockholders at the Special Meeting, the Company filed an amendment to its amended and restated certificate of incorporation with the Delaware Secretary of State on February 28, 2025 (the “Charter Amendment”), to extend the date by which the Company has to consummate a business combination from March 3, 2025 (the “Termination Date”) to December 31, 2025, or such earlier date as may be determined by the board of directors of the Company (the “Extended Date”).”
Orion Properties Inc.: Amended Bylaws (First Amendment to Second Amended and Restated Bylaws) to change corporate name to Orion Properties Inc (effective 2025-03-05).
“On March 5, 2025, the Company amended its Articles of Amendment and Restatement and Bylaws solely to change the corporate name from “Orion Office REIT Inc.” to “Orion Properties Inc.””
Orion Properties Inc.: Amended Articles of Amendment and Restatement to change corporate name from Orion Office REIT Inc. to Orion Properties Inc (effective 2025-03-05).
“On March 5, 2025, the Company amended its Articles of Amendment and Restatement and Bylaws solely to change the corporate name from “Orion Office REIT Inc.” to “Orion Properties Inc.””
UMH PROPERTIES, INC.: Increased authorized shares of common stock by 25,000,000, from 163,713,800 to 188,713,800, and reclassified 5,000,000 shares of common stock as Series D Preferred Stock (effective 2025-03-05).
“On March 5, 2025 UMH Properties, Inc. (the “Company”) filed with the State Department of Assessments and Taxation of the State of Maryland (the “SDAT”) an amendment (the “Articles of Amendment”) to the Articles of Incorporation of the Company to increase the Company’s authorized shares of common stock, par value $0.10 per share (“Common Stock”), by 25,000,000 shares.”
Stellar Bancorp, Inc.: The Board reduced the shareholder threshold to call a special meeting from 50% to 25% of outstanding voting shares, and amended provisions for amending bylaws by shareholders or the Board (effective 2025-02-26).
“On February 26, 2025, the Board of Directors (the “Board”) of Stellar Bancorp, Inc. (the “Company”) approved the amendment and restatement of the Company’s Bylaws (as so amended and restated, the “Bylaws”), which became effective upon approval. The Board approved amendments to the Bylaws to amend (i) Section 2.03 of the Bylaws to reduce the threshold for shareholders to call a special meeting of the shareholders from not less than 50% of the issued and outstanding shares of the Company entitled to vote at such special meeting to not less than 25% of the issued and outstanding shares of the Company entitled to vote at such special meeting, subject to the requirements and procedures set forth in the Bylaws; and (ii) Section 5.04 of the Bylaws to provide that (a) the shareholders of the Company may alter, amend, or repeal the Bylaws or may adopt new bylaws by the affirmative vote of the holders of a majority of the issued and outstanding shares of capital stock of the Company entitled to”
Presurance Holdings, Inc.: Filed Certificate of Designation designating 1,500 shares of Series B Preferred Stock with terms including senior liquidation preference, dividend rate, optional redemption, and voting power limited to 19.99% of aggregate voting power (effective 2025-02-27).
“On February 27, 2025, the Company filed the Certificate of Designation of Series B Preferred Stock (the “Certificate of Designation”) to the Company’s Second Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Michigan, effective as of such date”
Rithm Property Trust Inc.: Filed Articles Supplementary designating 2,300,000 shares of Series C Preferred Stock with specified preferences and rights (effective 2025-03-03).
“On March 3, 2025, the Company filed Articles Supplementary to the Company’s Articles of Amendment and Restatement (the “Articles Supplementary”) with the State of Assessments and Taxation of the State of Maryland to classify and designate 2,300,000 shares of the Company’s authorized but unissued preferred stock as shares of the Series C Preferred Stock”
Edgemode, Inc.: Company filed a Certificate of Designation for Series C Preferred Stock that will be used to vote on a future amendment to the Articles of Incorporation to increase authorized capital (effective 2025-03-03).
“On March 3, 2025, Edgemode, Inc. (the “Company”) filed with the Nevada Secretary of State a Certificate of Designation of Series C Preferred Stock (the “Certificate of Designation”).”
TPT GLOBAL TECH, INC.: Amendment to Articles of Incorporation to effect a reverse stock split followed by a forward split, changing the capital structure.
“the Board has determined to Amend the Articles of Incorporation to amend the capital structure of the Company by a reverse split which shall be followed effective the following day by a forward split.”
GAXOS.AI INC.: Reincorporation from Delaware to Nevada; Nevada Charter and Nevada Bylaws became effective (effective 2025-03-03).
“On February 28, 2025, Gaxos Delaware filed (i) a certificate of conversion with the Secretary Gaxos Delaware of State of the State of Delaware (the “Certificate of Conversion”) and (ii) articles of conversion with the Secretary of State of the State of Nevada (“Articles of Conversion”), pursuant to which the Reincorporation became effective on March 3, 2025”
Live Oak Acquisition Corp. V: Filed amended and restated memorandum and articles of association in connection with IPO (effective 2025-02-27).
“On February 28, 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 February 27, 2025.”
LINCOLN NATIONAL CORP: Increased number of authorized Board members from ten to eleven by amending Article II, Section 1 of the Bylaws (effective 2025-03-03).
“The Board approved an amendment to the Amended and Restated Bylaws of the Company (the “Bylaws”), effective March 3, 2025, to modify the language in Article II, Section 1 of the Bylaws to increase the number of authorized Board members from ten to eleven.”
BIOMARIN PHARMACEUTICAL INC: Approved and adopted Amended and Restated Bylaws, effective February 25, 2025, with updates to advance notice provisions, director election standards, officer removal, and administrative updates (effective 2025-02-25).
“On February 25, 2025, the Board of Directors (the "Board") of BioMarin Pharmaceutical Inc. (the "Company") approved and adopted the Company's Amended and Restated Bylaws (as so amended, the "Amended Bylaws"), effective as of February 25, 2025.”
CROSSFIRST BANKSHARES, INC.: CrossFirst's articles and bylaws ceased to be in effect upon merger; Busey's organizational documents became governing documents.
“As of the Effective Time, the Articles of Incorporation, as amended, and the Bylaws of CrossFirst ceased to be in effect by operation of law.”
FiEE, Inc.: Company changed its name from Minim, Inc. to FiEE, Inc. via a Certificate of Amendment to its Amended and Restated Certificate of Incorporation (effective 2025-02-27).
“On February 27, 2025, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment to its Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) to change the name of the Company from Minim, Inc. to FiEE, Inc., effective as of February 27, 2025.”
Alzamend Neuro, Inc.: Decreased stockholder meeting quorum requirement from majority to 35% of outstanding capital stock entitled to vote (effective 2025-02-28).
“The only substantive change of the First Amendment from the Bylaws was to amend Article II, Section 2.6 of the Bylaws to decrease the quorum requirement for a meeting of stockholders from a majority of the outstanding capital stock of the Company entitled to vote, represented in person or by proxy, to 35% of the outstanding capital stock of the Company entitled to vote, represented in person or by proxy.”
Angel Oak Mortgage REIT, Inc.: The board of directors amended and restated the bylaws to permit stockholders to alter or repeal any bylaw provision or adopt new bylaws by majority vote, removing the board's exclusive power over bylaw changes (effective 2025-02-27).
“On February 27, 2025, the board of directors (the “Board”) of Angel Oak Mortgage REIT, Inc., a Maryland corporation (the “Company”) amended and restated the Company’s bylaws by adopting and approving the Company’s Fourth Amended and Restated Bylaws (the “A&R Bylaws”). The A&R Bylaws now permit the Company’s stockholders to alter or repeal any provision of the bylaws of the Company and to adopt new bylaws if any such alteration, repeal or adoption is approved by the affirmative vote of a majority of the votes entitled to be cast on the matter (the “Bylaw Amendment”). Previously, the Board had the exclusive power to adopt, alter or repeal any provision of the bylaws and to make new bylaws.”
Navitas Semiconductor Corp: Amended Bylaws to shorten the deadline for stockholder director nomination notices from the 90th to the 60th day before the first anniversary of the prior year's annual meeting (effective 2025-03-02).
“On March 2, 2025 , the board of directors of Navitas Semiconductor Corporation (“Navitas” or the “Company”) amended the Company’s Amended and Restated Bylaws (the “Bylaws”) to shorten the deadline for stockholders to provide written notice of director nominations at annual stockholders’ meetings from the 90th day to the 60th day before the first anniversary of the preceding year’s annual meeting.”
Apollo Asset Backed Credit Co LLC: Execution of Fourth Amended and Restated Limited Liability Company Agreement adding BD Shares and updating terms for T-S, T-I, P-S, and P-I shares (effective 2025-02-28).
“On February 28, 2025, the Company executed its Fourth Amended and Restated Limited Liability Company Agreement (the “Fourth A&R LLCA”), which amended and restated the Company’s Third Amended and Restated Limited Liability Company Agreement, dated as of October 25, 2024.”
Fifth Era Acquisition Corp I: Filed amended and restated memorandum and articles of association in connection with IPO, effective February 27, 2025 (effective 2025-02-27).
“On February 27, 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 February 27, 2025.”
FIRST BUSEY CORP /NV/: Amended bylaws to set board size, director designations, leadership roles, and committee composition post-merger.
“effective as of the Effective Time, the Second Amended and Restated Bylaws of Busey were amended to provide for certain arrangements related to the Board and the Bank Board (such amendment, the “Bylaw Amendment,””
FIRST BUSEY CORP /NV/: Amended articles of incorporation to increase authorized shares of common stock from 100 million to 200 million.
“Busey filed (i) a Certificate of Amendment with the Nevada Secretary of State in order to amend its articles of incorporation (as amended, the “Articles”) to increase the number of authorized shares of Busey Common Stock from 100 million to 200 million (the “Articles Amendment”)”
DAKTRONICS INC /SD/: Amended bylaws to require a Lead Independent Director if the Board Chair is not an independent director (effective 2025-03-03).
“The Amended Bylaws codify the Company’s existing practice, as contemplated by the Company’s Board of Directors Corporate Governance Guidelines, by amending the Bylaws to require the directors to select a Lead Independent Director in the event that the Chairperson of the Board is not an Independent Director.”
PREMIER FINANCIAL CORP: Second Amended and Restated Code of Regulations ceased to be in effect; Wesbanco's Bylaws became effective (effective 2024-12-11).
“At the Effective Time, the Second Amended and Restated Articles of Incorporation and the Seconded Amended and Restated Code of Regulations, as amended, of Premier ceased to be in effect by operation of law and the organizational documents of Wesbanco (as successor to Premier by operation of law) remained the Amended and Restated Articles of Incorporation, as amended December 11, 2024, and the Bylaws, as amended and restated as of May 4, 2021, of Wesbanco”
PREMIER FINANCIAL CORP: Second Amended and Restated Articles of Incorporation ceased to be in effect by operation of law upon merger; Wesbanco's articles became governing documents (effective 2024-12-11).
“At the Effective Time, the Second Amended and Restated Articles of Incorporation and the Seconded Amended and Restated Code of Regulations, as amended, of Premier ceased to be in effect by operation of law and the organizational documents of Wesbanco (as successor to Premier by operation of law) remained the Amended and Restated Articles of Incorporation, as amended December 11, 2024, and the Bylaws, as amended and restated as of May 4, 2021, of Wesbanco”
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.