Charter, bylaw, and control-related changes under 8-K Items 5.03/5.05/5.06.
SUN COMMUNITIES INC: Adopted a revised Code of Conduct and Business Ethics that clarifies reporting processes and makes technical amendments (effective 2025-02-13).
“On February 13, 2025, the Company’s Board of Directors adopted a revised Code of Conduct and Business Ethics (the “Revised Ethics Code”), which applies to all directors, officers and employees of the Company and its subsidiaries.”
KINGSWAY FINANCIAL SERVICES INC: Filing of Class C Certificate of Designations creating Class C Preferred Stock (effective 2025-02-13).
“On February 13, 2025, the Company filed the Class C Certificate of Designations with the Secretary of State of the State of Delaware.”
USBC, Inc.: Approved a 1-for-40 reverse stock split and filed Certificate of Change with Nevada Secretary of State, reducing authorized shares from 300,000,000 to 7,500,000 (effective 2025-02-19).
“The Board of Directors of Know Labs, Inc., a Nevada corporation (the “Company”) approved a reverse stock split of the Company’s authorized and issued and outstanding shares of common stock, par value $0.001 per share (the “Common Stock”) at a ratio of 1-for-40 (the “Reverse Stock Split”). 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 February 10, 2025.”
SOMNIGROUP INTERNATIONAL INC.: Third Certificate of Amendment to Amended and Restated Certificate of Incorporation to change company name to Somnigroup International Inc (effective 2025-02-18).
“The Company's name change became effective as of February 18, 2025 (the "Effective Date") with the filing of the Company's Third Certificate of Amendment to the Amended and Restated Certificate of Incorporation with the Delaware Division of Corporations on February 5, 2025 ("Third Amendment").”
SOMNIGROUP INTERNATIONAL INC.: Amended and restated bylaws solely to reflect new company name Somnigroup International Inc (effective 2025-02-18).
“the Board also adopted and approved the Eighth Amended and Restated By-Laws of the Company ("Eighth Amendment"), effective as of the Effective Date, solely to reflect the new name of the Company. No other changes were made.”
BOLLINGER INNOVATIONS, INC.: Certificate of Amendment to Second Amended and Restated Certificate of Incorporation filed to effect a 1-for-60 reverse stock split (effective 2025-02-18).
“On January 31, 2025, Mullen Automotive Inc. (the “ Company ”) held a Special Meeting of Stockholders, which approved a proposal to authorize a reverse stock split of the common stock, par value $0.001 per share (the “ Common Stock ”) of the Company at a ratio within the range of 1-for-2 to 1-for-100, as determined by the Board of Directors of the Company (the “ Board ”). The Board approved a one-for-sixty (1-for-60) reverse stock split ratio and, on February 14, 2025, 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 the reverse stock split of its Common Stock (the “ Reverse Stock Split ”).”
HYDROFARM HOLDINGS GROUP, INC.: 1-for-10 reverse stock split of common stock (effective 2025-02-12).
“On February 12, 2025, Hydrofarm Holdings Group, Inc. (the “Company”) filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation, as amended (the “Charter Amendment”), with the Secretary of State of the State of Delaware to effect a 1-for-10 reverse stock split (the “Reverse Stock Split”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), effective February 12, 2025 at 5:00 p.m., Eastern Time (the “Effective Time”).”
NEXTNRG, INC.: Company changed its name from EzFill Holdings, Inc. to NextNRG, Inc. via Certificate of Amendment to the Certificate of Incorporation (effective 2025-02-14).
“the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment to the Certificate of Incorporation of the Company (the “Certificate of Amendment”) to change the name of the Company from EzFill Holdings, Inc. to NextNRG, Inc. The Certificate of Amendment took effect as of 9:00AM Eastern Standard Time on February 14, 2025.”
5E Advanced Materials, Inc.: Filed Certificate of Amendment for 1-for-23 reverse stock split of common stock (effective 2025-02-14).
“On February 14, 2025, 5E Advanced Materials, Inc. (the “Company”) filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation (the “Charter Amendment”) with the Secretary of State of the State of Delaware to effect a 1-for-23 reverse stock split (the “Reverse Stock Split”) of the Company's common stock, par value $0.01 per share (the “Common Stock”), effective February 14, 2025 at 5:00 p.m., Eastern Time (the “Effective Time”).”
ADAPTIN BIO, INC.: Registrant ceased to be a shell company as a result of the Merger.
“As a result of the Merger, we have ceased to be a shell company.”
ADAPTIN BIO, INC.: Board adopted a new Code of Ethics in connection with the Merger, applying to all directors, officers, and employees.
“In connection with the Merger, the board of directors adopted a new Code of Ethics, which applies to all directors, officers (including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions) and employees.”
ADAPTIN BIO, INC.: Bylaws amended and restated in their entirety effective upon closing of the Merger.
“Prior to the Merger, we amended and restated our bylaws in their entirety, to be effective upon closing of the Merger.”
ADAPTIN BIO, INC.: Amendment and restatement of certificate of incorporation approved by board on February 11, 2025 and by stockholders on the same date, effective upon the Merger (effective 2025-02-11).
“Prior to the Merger, Unite Acquisition’s board of directors approved the amendment and restatement of our certificate of incorporation on February 11, 2025, and stockholders holding 100% of the then outstanding shares of our Common Stock approved the amendment and restatement to our certificate of incorporation on February 11, 2025.”
CENTERSPACE: Board approved updated Code of Conduct and Code of Ethics for Senior Financial Officers, including clarifying and non-substantive revisions (effective 2025-02-18).
“on February 18, 2025, the Board of Trustees of Centerspace (the “Company”) approved and adopted updated and revised versions of the Company’s (i) Code of Conduct (the “Code of Conduct”) and (ii) Code of Ethics for Senior Financial Officers (the “Financial Code of Ethics”).”
WINDTREE THERAPEUTICS INC /DE/: Filed certificate of amendment to effect a 1-for-50 reverse stock split (effective 2025-02-20).
“On February 14, 2025, Windtree Therapeutics, Inc. (the “Company”) filed a certificate of amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Amendment”) with the Secretary of State of the State of Delaware to effectuate a 1-for-50 reverse stock split (the “Reverse Stock Split”) of the outstanding shares of the Company’s common stock (“Common Stock”).”
FinTrade Sherpa, Inc.: Change in shell company status disclosed by reference to Item 1.01.
“Reference is made to the disclosures set forth under Item 1.01 and”
FinTrade Sherpa, Inc.: Amended articles of incorporation to change company name from Lode-Star Mining Inc. to FinTrade Sherpa, Inc (effective 2025-02-14).
“On February 14, 2025, the Company filed a Certificate of Amendment to its Articles of Incorporation with the Nevada Secretary of State to effect the aforementioned name change of the Company.”
ZUORA INC: Bylaws amended and restated in connection with 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 to this Current Report”
ZUORA INC: Certificate of incorporation amended and restated in connection with 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 to this Current Report”
Vivakor, Inc.: Filed Certificate of Designation for Series A Preferred Stock (effective 2025-02-11).
“On February 11, 2025, we filed a Certificate of Designation for our Series A Preferred Stock (the “Certificate of Designation”), with the Secretary of State of the State of Nevada setting forth the rights and preferences of our Series A Preferred Stock.”
Orchid Island Capital, Inc.: The company filed articles of amendment to increase authorized shares from 120,000,000 to 220,000,000 (effective 2025-02-13).
“On February 13, 2025, Orchid Island Capital, Inc. (the “Company”) filed articles of amendment to the Company’s charter to increase the number of authorized shares of stock of the Company from 120,000,000 shares to 220,000,000 shares, consisting of 200,000,000 shares of common stock, $0.01 par value per share, and 20,000,000 shares of preferred stock, $0.01 par value per share (the “Charter Amendment”).”
Pulmatrix, Inc.: Revised voting standards language in Article I, Section 7 of the Bylaws via Amendment No. 2 (effective 2025-02-11).
“On February 11, 2025, the board of directors of Pulmatrix, Inc. (the “Company”) approved Amendment No. 2 (the “Amendment”) to the Restated Bylaws of the Company, as amended (the “Bylaws”), effective as of February 11, 2025. The Amendment amends and restates Article I, Section 7 of the Bylaws in its entirety to revise the voting standards language.”
Wayfair Inc.: Adopted amended bylaws with enhanced advance notice provisions, exclusive forum provisions, emergency bylaws, and DGCL conforming updates (effective 2025-02-12).
“On February 12, 2025, (the “Effective Date”), in connection with a periodic review of the Amended and Restated Bylaws (the “Bylaws”) of the Company, the Board adopted the following amendments to the Bylaws (the “Amended Bylaws”), effective as of the Effective Date: • Article II of the Amended Bylaws enhance and clarify certain procedural mechanics and disclosure requirements set forth in the advance notice provisions for stockholder submissions of proposals regarding business to be brought at annual meetings of stockholders (other than proposals made pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) and stockholder nominations of directors, removes a limitation on stockholder rights to act by consent without a meeting, and provides that any stockholder soliciting proxies from other stockholders must use a proxy card color other than white, which will be reserved for the exclusive use by the Board. • Article X of the Amended Bylaws provid”
Varex Imaging Corp: Approved amendment to Certificate of Incorporation to include an officer exculpation provision limiting or eliminating monetary liability of certain officers for breaches of fiduciary duty of care (effective 2025-02-13).
“On February 13, 2025, at the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Varex Imaging Corporation (the “Company”), the Company’s stockholders approved an amendment to the Varex Imaging Corporation Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to provide for the limitation or elimination of monetary liability of certain officers of the company for breaches of the fiduciary duty of care, to the fullest extent permitted under Delaware law (the “Amendment”).”
Datavault AI Inc.: Changed company name to Datavault AI Inc. via Certificate of Amendment to Certificate of Incorporation (effective 2025-02-13).
“On February 13, 2025, WiSA Technologies, Inc. filed a Certificate of Amendment to its Certificate of Incorporation with the Secretary of State of the State of Delaware to change its name to "Datavault AI Inc."”
BioNexus Gene Lab Corp: Filed Articles of Amendment to authorize creation of Series Z Convertible Preferred Stock with special voting rights tied to a Reverse Stock Split proposal (effective 2025-02-11).
“On February 11, 2025, the Company filed with the Wyoming Secretary of State Articles of Amendment to its Articles of Incorporation (a true and correct copy of which is attached hereto as Exhibit 3.6) (“Amendment”). The Amendment authorizes the creation of one (1) share of the Series Z Convertible Preferred Stock.”
Aardvark Therapeutics, Inc.: Amended and restated bylaws effective immediately prior to IPO, establishing procedures for stockholder proposals and director nominations, modifying indemnification provisions, and conforming to amended certificate (effective 2025-02-14).
“the amended and restated bylaws of the Company (the “Amended and Restated Bylaws”), previously approved by the Board and the Company’s stockholders, became effective as of immediately prior to the completion of the IPO on February 14, 2025”
Aardvark Therapeutics, Inc.: Amended and restated certificate of incorporation in connection with IPO, including increasing authorized common stock to 490M shares, eliminating preferred stock references, authorizing 10M undesignated preferred shares, requiring two-thirds vote for director removal, establishing classified board, (effective 2025-02-14).
“on February 14, 2025, the Company filed its fourth amended and restated certificate of incorporation (the “Amended and Restated Certificate”) with the Secretary of State of the State of Delaware”
Lucent Holdings, Inc.: Amended Articles of Incorporation to change the name of the corporation to Lucent Holdings, Inc (effective 2025-02-14).
“The Articles of Incorporation were amended changing the name of the corporation to Lucent Holdings, Inc. after Board of Directors approval.”
Volato Group, Inc.: Approved a 1-for-25 reverse stock split of Class A common stock, amending the Certificate of Incorporation (effective 2025-02-24).
“On February 12, 2025, the Board unanimously approved a reverse stock split of the Company’s Common Stock, at a ratio of 1-for-25 (the “Reverse Stock Split”).”
Cycurion, Inc.: Ceased to be a shell company as a result of the Business Combination.
“As a result of the Business Combination, the Company ceased to be a shell company.”
Cycurion, Inc.: Adopted a new code of conduct (that serves as code of ethics) effective upon the Closing Date.
“Effective upon the Closing Date, in connection with the completion of the Business Combination, the Board adopted a new code of conduct, which is applicable to all of the Company’s directors, officers, and employees”
Cycurion, Inc.: Adopted amended and restated bylaws via A&R Bylaws, effective as of the Closing Date.
“the Company adopted amended restated bylaws pursuant to an Amended and Restated Bylaws (the “A&R Bylaws”).”
Cycurion, Inc.: Amended and restated certificate of incorporation via Second A&R Certificate of Incorporation, effective as of the Closing Date.
“In connection with the completion of the Business Combination, the Company amended and restated its certificate of incorporation, effective as of the Closing Date, pursuant to the Second A&R Certificate of Incorporation”
Fold Holdings, Inc.: Company ceased to be a shell company as a result of the Business Combination.
“As a result of the Business Combination, the Company ceased to be a shell company.”
Fold Holdings, Inc.: Adopted a new Code of Business Ethics and Conduct (effective 2025-02-14).
“In connection with the Business Combination, on February 14, 2025, the Board approved and adopted a new Code of Business Ethics and Conduct applicable to all employees, officers and directors of the Company.”
Fold Holdings, Inc.: Amended and restated bylaws effective as of the Closing (effective 2025-02-14).
“and amended and restated its bylaws (as amended, the “A&R Bylaws”) effective as of the Closing”
Fold Holdings, Inc.: Amended and restated certificate of incorporation effective as of the Closing (effective 2025-02-14).
“On February 14, 2025, in connection with the consummation of the Transactions, the Company amended and restated its certificate of incorporation, effective as of the Closing (the “A&R Charter”)”
Sandisk Corp: Adopted Amended and Restated Bylaws on February 12, 2025, in connection with separation from Western Digital Corporation (effective 2025-02-12).
“the Company adopted Amended and Restated Bylaws (the “Bylaws”) on February 12, 2025.”
Archimedes Tech SPAC Partners II Co.: Adopted Amended and Restated Memorandum and Articles of Association in connection with the IPO (effective 2025-02-10).
“On February 10, 2025, and in connection with the IPO, the Company adopted its Amended and Restated Memorandum and Articles of Association.”
Coeur Mining, Inc.: Increased authorized shares of common stock from 600,000,000 to 900,000,000 (effective 2025-02-13).
“On February 13, 2025, in connection with the Arrangement and in accordance with the terms of the Arrangement Agreement, Coeur’s certificate of incorporation was amended in the form attached hereto as Exhibit 3.1 (the “Certificate of Incorporation Amendment”), to increase the number of authorized shares of Coeur Common Stock from 600,000,000 shares to 900,000,000 shares”
LOUISIANA-PACIFIC CORP: Removed director retirement age limit and designated federal district courts as exclusive forum for Securities Act claims (effective 2025-02-13).
“On February 13, 2025, the Board of Directors (the “Board”) of Louisiana-Pacific Corporation (the “Company”) adopted the Second Amended and Restated Bylaws of the Company (the “Amended Bylaws”).”
MDU RESOURCES GROUP INC: Amended and restated bylaws to revise director nomination and stockholder proposal procedures, including updates for universal proxy card rules, and make administrative changes (effective 2025-02-13).
“On February 13, 2025, the Company’s board of directors approved amended and restated bylaws of the Company (as so amended and restated, the “Bylaws”), effective immediately.”
INTEVAC INC: Amended and restated bylaws to designate state and federal courts in Delaware as the exclusive forum for governance disputes (effective 2025-02-12).
“On February 12, 2025 , in connection with the transactions contemplated by the Merger Agreement, the Company’s Board of Directors amended and restated the Amended and Restated Bylaws of the Company (the “Bylaws Amendment”). The Bylaws Amendment provides for the state and federal courts located within the State of Delaware to be the exclusive forum for various governance disputes concerning the Company and other persons.”
Track Group, Inc.: Amended bylaws to eliminate physical stock certificates and provide for dematerialization of securities (effective 2025-02-10).
“On February 10, 2025, the Board of Directors (the “ Board ”) of Track Group, Inc. (the “ Company ”) approved an amendment (the “ Amendment ”) to the Company’s Bylaws to amend the provisions relating to certificates of stock and to provide for the dematerialization of the Company’s securities.”
FARMERS & MERCHANTS BANCORP: Amended Bylaws Sections 7.5 and 7.6 to permit issuance of uncertificated shares for Direct Registration System eligibility and conforming changes (effective 2025-02-11).
“On February 11, 2025, the Board of Directors (the “Board”) of Farmers & Merchants Bancorp, a Delaware corporation (the “Company,” “we” or “us”), approved amendments to the Amended By-laws of the Company (the “Bylaws”), effective February 11, 2025, that permit the Company to issue uncertificated securities.”
Edesa Biotech, Inc.: Filed notice of alteration to articles to create rights, preferences and restrictions for Series B-1 Convertible Preferred Shares (effective 2025-02-12).
“On February 12, 2025, the Company filed a notice of alteration to its articles to create the rights, preferences and restrictions pertaining to the Preferred Shares.”
NFiniTi inc.: Company ceased to be a shell company following acquisition of Artisan Beverages (effective 2025-02-10).
“As a result of the consummation of the transactions contemplated by the Share Exchange Agreement, Artisan Beverages became our wholly-owned operating subsidiary and we are no longer a shell company as that term is defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended.”
Boxlight Corp: Reverse stock split at a 1-for-5 ratio, effective 5:01 p.m. ET on February 14, 2025, to comply with Nasdaq Bid Price Rule (effective 2025-02-14).
“The Board of Directors (“Board”) of Boxlight Corporation, a Nevada corporation (the “Company”), approved a reverse stock split of the Company’s authorized, issued and outstanding shares of Class A common stock, par value $0.0001 per share (“Class A Common Stock”), at a ratio of 1-for-5 (the “Reverse Stock Split”).”
Reliance Global Group, Inc.: Increased authorized common stock from 117,647,058 shares to 2,000,000,000 shares, par value unchanged (effective 2025-02-07).
“On February 7, 2025, Reliance Global Group, Inc. (the “Company”) filed articles of amendment (the “Amendment”) to its articles of incorporation, as amended, with the Florida Secretary of State. The Amendment had the effect of increasing the total number of authorized shares of the Company’s common stock, $0.086 par value per share, from 117,647,058 to 2,000,000,000.”
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.