secwatch / observer

Governance Changes

Charter, bylaw, and control-related changes under 8-K Items 5.03/5.05/5.06.

8-K items 5.03, 5.05, 5.06 JSON
DOGP Dogecoin Cash, Inc.

Dogecoin Cash, Inc.: Amended bylaws to expressly authorize the Chairperson of the Board to also serve as an officer of the Company (effective 2025-01-13).

“Effective January 13, 2025, the Board of Directors of Dogecoin Cash, Inc. (the “Company”) approved and adopted amendments to the Company’s bylaws. The amended bylaws expressly authorize the Chairperson of the Board to also serve as an officer of the Company.”
BSAI BLUSKY AI INC.

BLUSKY AI INC.: Company changed its name to BLUSKY AI INC (effective 2025-01-14).

“On January 14, 2025, the Company filed a Certificate of Amendment with the State of Nevada changing its name to “BLUSKY AI INC.””
BLNE Beeline Holdings, Inc.

Beeline Holdings, Inc.: Increased authorized shares of Series G Preferred Stock from 6,000,000 to 11,000,000 via Certificate of Amendment to Series G Certificate of Designations (effective 2025-01-21).

“On January 21, 2025, the Company filed with the Nevada Secretary of State a Certificate of Amendment to the Series G Certificate of Designations increasing the authorized shares of Series G from 6,000,000 shares to 11,000,000 shares.”
PAVM PAVmed Inc.

PAVmed Inc.: Information incorporated by reference from Item 3.02; no substantive change described.

“The information set forth and incorporated by reference under Item 3.02 is incorporated under this item by reference.”
Qrons Inc.

Qrons Inc.: Amended Articles of Incorporation to reduce Series A Preferred Stock designation from 10,000 to 2,000 shares and establish Series B Convertible Preferred Stock with 8,000 shares (effective 2025-01-02).

“On January 2, 2025, the Company filed with the State of Wyoming an Articles of Amendment to its Articles of Incorporation (the “Articles of Amendment”), which (a) restated the Certificate of Designation of the Company’s Series A Preferred Stock, as summarized below, and (b) established a Series B Convertible Preferred Stock”
TRNR Interactive Strength, Inc.

Interactive Strength, Inc.: Amended conversion price of Series C Convertible Preferred Stock from $1.00 to $3.25 per share (effective 2025-01-16).

“On January 16, 2025, the Company filed a Certificate of Amendment (the “CoD Amendment”) to the Company’s Certificate of Designation of Series C Convertible Preferred Stock (“Series C”) with the Secretary of State of the State of Delaware to amend the conversion price of the Series C from $1.00 to $3.25 per share.”
INKT MiNK Therapeutics, Inc.

MiNK Therapeutics, Inc.: Filed Certificate of Amendment to effect a 1-for-10 reverse stock split of common stock (effective 2025-01-28).

“On January 17, 2025, MiNK Therapeutics, Inc. (the “Company”) filed a Certificate of Amendment (the “Certificate of Amendment”) to its Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware to effect a reverse stock split of the Company’s issued and outstanding common stock, par value $0.00001 (the “Common Stock”) at a ratio of 1-for-10 (the “Reverse Stock Split”).”
RIBB Ribbon Acquisition Corp.

Ribbon Acquisition Corp.: Adopted Amended and Restated Memorandum and Articles of Association in connection with IPO (effective 2025-01-14).

“On January 14, 2025, and in connection with the IPO, the Company adopted its Amended and Restated Memorandum and Articles of Association.”
ENVB Enveric Biosciences, Inc.

Enveric Biosciences, Inc.: Filed a Certificate of Amendment to effect a 1-for-15 reverse stock split of common stock (effective 2025-01-27).

“On January 17, 2025, Enveric Biosciences, Inc. (the “Company”) filed a Certificate of Amendment of Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of Delaware to effect a 1-for-15 reverse stock split of the shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), either issued and outstanding or held by the Company as treasury stock, effective as of 8:00 a.m. (New York time) on January 27, 2025 (the “Reverse Stock Split”).”
PEBK PEOPLES BANCORP OF NORTH CAROLINA INC

PEOPLES BANCORP OF NORTH CAROLINA INC: Adopted Third Amended and Restated Bylaws implementing majority voting standard in uncontested director elections approved by shareholders in 2021 (effective 2025-01-16).

“On January 16, 2025, the Board of Directors of the Registrant adopted the Third Amended and Restated Bylaws of Peoples Bancorp of North Carolina, Inc., a complete copy of which is attached hereto as Exhibit 3(iii).”
HWNI HIGH WIRE NETWORKS, INC.

HIGH WIRE NETWORKS, INC.: Designated Series F Preferred Stock with conversion rights, voting rights, and dividend restrictions (effective 2025-01-13).

“The Company filed a Certificate of Designation of Preferences, Rights and Limitations of Series F Preferred Stock of High Wire Networks, Inc. (the “COD”) with the Secretary of State of the State of Nevada on January 13, 2025.”
FBRT Franklin BSP Realty Trust, Inc.

Franklin BSP Realty Trust, Inc.: Extended mandatory conversion date for Series H Preferred Stock from January 21, 2025 to January 21, 2026, and added monthly conversion right for up to 4,487 shares through December 2025 (effective 2025-01-16).

“On January 16, 2025, Franklin BSP Realty Trust, Inc. (the “ Company ”) filed Amendment No. 3 (the “ Amendment ”) to the Articles Supplementary (the “ Series H Articles Supplementary ”) relating to the Company’s Series H Convertible Preferred Stock, $0.01 par value per share (the “ Series H Preferred Stock ”) with the Maryland State Department of Assessments and Taxation, which Amendment became effective upon filing.”
OUT OUTFRONT Media Inc.

OUTFRONT Media Inc.: Articles of Amendment filed to effectuate a 1-for-1.024549 reverse stock split of common stock, effective at 9:00 a.m. Eastern Time on January 17, 2025, with cash paid for fractional shares. Authorized shares and par value unchanged (effective 2025-01-17).

“OUTFRONT Media Inc. (the “Company”) filed Articles of Amendment to its charter (as amended, the “Charter”), effective at 9:00 a.m. Eastern Time on January 17, 2025, to effectuate the Company's previously announced 1-for-1.024549 reverse stock split on the Company’s common stock, $0.01 par value per share (the “Common Stock”), such that every holder of Common Stock will receive one share of Common Stock for every 1.024549 shares of Common Stock held by such holder.”
IONI I-ON Digital Corp.

I-ON Digital Corp.: Increased authorized shares of Common Stock from 100,000,000 to 250,000,000 (effective 2025-01-17).

“Effective January 17, 2025, I-ON Digital Corp. (the “Company”) filed a Certificate of Amendment to its Certificate of Incorporation with the Secretary of State of the State of Delaware increasing the number of authorized shares of Common Stock from 100,000,000 to 250,000,000.”
MBIO MUSTANG BIO, INC.

MUSTANG BIO, INC.: Amendment to Certificate of Incorporation to effect a 1-for-50 reverse stock split (effective 2025-01-15).

“On January 15, 2025, Mustang Bio, Inc. (the “Company”) filed a Certificate of Amendment (the “Amendment”) to its Amended and Restated Certificate of Incorporation, as amended, with the Secretary of State of the State of Delaware to effect a 1-for-50 reverse stock split (the “Reverse Stock Split”) of the Company’s shares of common stock, $0.0001 par value.”
Broad Capital Acquisition Corp

Broad Capital Acquisition Corp: Amended Charter to extend business combination deadline by up to twelve one-month extensions to January 13, 2026 and reduce monthly extension fee (effective 2025-01-13).

“(a) to extend the date by which we have to consummate a business combination from January 13, 2025”
BZAI Blaize Holdings, Inc.

Blaize 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.”
BZAI Blaize Holdings, Inc.

Blaize Holdings, Inc.: Adopted new Code of Business Ethics and Conduct in connection with the business combination (effective 2025-01-13).

“on January 13, 2025, the Board approved and adopted a new Code of Business Ethics and Conduct applicable to all employees, officers and directors of the Company.”
BZAI Blaize Holdings, Inc.

Blaize Holdings, Inc.: Amended and restated bylaws effective as of the closing of the business combination (effective 2025-01-13).

“and amended and restated its bylaws (as amended, the “A&R Bylaws”) effective as of the Closing.”
BZAI Blaize Holdings, Inc.

Blaize Holdings, Inc.: Amended and restated certificate of incorporation effective as of the closing of the business combination (effective 2025-01-13).

“On January 13, 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”)”
Papaya Growth Opportunity Corp. I

Papaya Growth Opportunity Corp. I: Stockholders approved a charter amendment at the Special Meeting.

“the Company’s stockholders approved the Charter Amendment”
TGT TARGET CORP

TARGET CORP: Expanded Lead Independent Director provision to require appointment if Chair is not independent; made conforming changes to executive titles (effective 2025-01-15).

“On January 15, 2025, in connection with a periodic review of the Bylaws of Target Corporation (“Target”), the Board of Directors (the “Board”) of Target amended and restated Target’s Bylaws (the “Amended and Restated Bylaws”), effective immediately.”
AREN Arena Group Holdings, Inc.

Arena Group Holdings, Inc.: Adopted Third Restated Bylaws updating director nominations for universal proxy rules, restricting proxy card color, and reducing board size to six (effective 2025-01-13).

“On January 13, 2025, the Board adopted an amendment and restatement of the Company’s Second Amended and Restated Bylaws (as further amended and restated, the “Third Restated Bylaws”) to, among other things: ● make certain updates to director nominations by stockholders in light of the “universal proxy” rules adopted by the U.S. Securities and Exchange Commission, including to require 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 Rule 14a-19 of the Securities and Exchange Act of 1934 and for such stockholder to provide the Company with a certification demonstrating compliance with such requirement; ● add a provision that any stockholder soliciting proxies from other stockholders must use a proxy card other than white, which is reserved for exclusive use by the Board, and eliminates the requirement that the Company make a stockholder list available for inspection at a meeting”
RIME Algorhythm Holdings, Inc.

Algorhythm Holdings, Inc.: Amended Certificate of Incorporation to effect a 1-for-200 reverse stock split and increase authorized common stock from 100,000,000 to 800,000,000 shares (effective 2025-01-14).

“On January 14, 2025, the Certificate of Amendment to effect the Reverse Split and increase the authorized shares of common stock, was filed with the Secretary of State of Delaware.”
Scorpius Holdings, Inc.

Scorpius Holdings, Inc.: Amended certificate of incorporation to effect a 1-for-20 reverse stock split, with the Charter Amendment to be filed and become effective January 21, 2025 (effective 2025-01-21).

“Following the Special Meeting, the Board approved the filing of a Certificate of Amendment to the Certificate of Incorporation (the “Charter Amendment”) to effect a reverse stock split at a final split ratio of 1-for-20 (the “Reverse Stock Split”).”
FUNI Hypha Labs, Inc.

Hypha Labs, Inc.: Increased authorized common stock from 250,000,000 to 880,000,000 shares and preferred stock from 10,000,000 to 70,000,000 shares (effective 2025-01-15).

“Hypha Labs, Inc. (the “Company”) filed with the Secretary of State of Nevada a Certificate of Amendment to the Articles of Incorporation of the Company (the “Certificate of Amendment”), which increased (1) the authorized number of shares of common stock of the Company from 250,000,000 shares to 880,000,000 shares, and (2) the authorized number of shares of preferred stock of the Company from 10,000,000 shares to 70,000,000 shares. The Certificate of Amendment became effective on January 15, 2025.”
Gatos Silver, Inc.

Gatos Silver, Inc.: Certificate of incorporation amended and restated in connection with merger.

“the certificate of incorporation of Gatos Silver was amended and restated as set forth in Exhibit 3.1 to this Current Report on Form 8-K. Additionally, the by-laws of Gatos Silver were amended and restated as set forth in Exhibit 3.2 to this Current Report on Form 8-K.”
PLMK Plum Acquisition Corp, IV

Plum Acquisition Corp, IV: Amended and Restated Memorandum and Articles of Association became effective (effective 2025-01-16).

“The Company's Amended and Restated Memorandum and Articles of Association became effective on January 16, 2025.”
ARCH RESOURCES, INC.

ARCH RESOURCES, INC.: Bylaws of Merger Sub became bylaws of Arch, subject to exceptions in Merger Agreement.

“the bylaws of Merger Sub in effect immediately prior to the Effective Time became the bylaws of Arch (subject to certain exceptions as set forth in the Merger Agreement)”
ARCH RESOURCES, INC.

ARCH RESOURCES, INC.: Amended and restated certificate of incorporation in connection with merger at Effective Time.

“At the Effective Time, Arch’s Restated Certificate of Incorporation was amended and restated in accordance with the Merger Agreement”
VRM Vroom, Inc.

Vroom, Inc.: Adopted amended and restated Bylaws effective as of the Effective Date.

“the Board adopted (i) the Company’s Certificate of Incorporation to, among other changes to the Company’s prior amended and restated certificate of incorporation, effect the Bankruptcy Emergence Issuance Adjustment and (ii) the Amended and Restated Bylaws (the “Bylaws”).”
VRM Vroom, Inc.

Vroom, Inc.: Amended and restated Certificate of Incorporation to effect Bankruptcy Emergence Issuance Adjustment and other changes (effective 2025-01-14).

“the Board adopted (i) the Company’s Certificate of Incorporation to, among other changes to the Company’s prior amended and restated certificate of incorporation, effect the Bankruptcy Emergence Issuance Adjustment and (ii) the Amended and Restated Bylaws (the “Bylaws”).”
PAVM PAVmed Inc.

PAVmed Inc.: Amendment to increase authorized common stock from 50 million to 250 million shares (effective 2025-01-15).

“A proposal to approve an amendment to the Company’s certificate of incorporation, as amended (the “ Certificate of Incorporation ”), to increase the total number of shares of common stock the Company is authorized to issue by 200,000,000 shares, from 50,000,000 shares to 250,000,000 shares.”
CNR Core Natural Resources, Inc.

Core Natural Resources, Inc.: Adopted amended and restated bylaws updating the company name, adding corporate governance provisions, and making conforming updates.

“Effective upon the Effective Time, the Company adopted the Company Bylaws to (i) update the Company's name to "Core Natural Resources, Inc.," (ii) add certain corporate governance provisions as described in the Joint Proxy Statement/Prospectus under the heading "Amended and Restated Bylaws of the Combined Company" and (iii) make certain other updates and conforming changes.”
CNR Core Natural Resources, Inc.

Core Natural Resources, Inc.: Amended certificate of incorporation to change name to Core Natural Resources, Inc. and increase authorized common shares from 62,500,000 to 125,000,000 (effective 2025-01-14).

“On January 14, 2025, the Company filed an amendment to its Amended and Restated Certificate of Incorporation, as amended, with the Secretary of State of the State of Delaware (the "Charter Amendment") to (i) change its name to "Core Natural Resources, Inc." and (ii) increase the number of authorized shares of Company Common Stock from 62,500,000 shares to 125,000,000 shares.”
KLRS Kalaris Therapeutics, Inc.

Kalaris Therapeutics, Inc.: Reverse stock split of common stock at 1-for-23 ratio via Certificate of Amendment to Third Amended and Restated Certificate of Incorporation (effective 2025-01-15).

“On January 15, 2025, AlloVir, Inc. (“AlloVir”) filed an amendment (the “Certificate of Amendment”) to its Third Amended and Restated Certificate of Incorporation, as amended and/or restated from time to time, to effectuate a reverse stock split of AlloVir’s issued and outstanding shares of common stock, par value $0.0001 per share (the “Common Stock”).”
LIMX Limitless X Holdings Inc.

Limitless X Holdings Inc.: Amended and restated Certificate of Designation of Class C Convertible Preferred Stock to remove a 4.99% beneficial ownership limitation on conversion of Class C stock into common shares (effective 2025-01-09).

“to remove a beneficial ownership limitation of 4.99% of the number of shares of common stock outstanding immediately after giving effect to the issuance of shares of the Company’s common stock issuable upon conversion of Class C Stock held by the applicable holder.”
SKYQ Sky Quarry Inc.

Sky Quarry Inc.: Amended and Restated Bylaws adopted, updating stockholder proposal procedures, director election standard from majority to plurality, and reduced special board meeting notice to 24 hours (effective 2025-01-09).

“On January 9, 2025, the Board of Directors of the Company adopted Amended and Restated Bylaws, which revised the Company’s former bylaws.”
MGRX MANGOCEUTICALS, INC.

MANGOCEUTICALS, INC.: Subsidiary M&P filed a Certificate of Designations establishing Series A Super Majority Voting Preferred Stock (effective 2025-01-09).

“On January 9, 2025, Mango & Peaches Corp. (“ M&P ”), the current wholly-owned subsidiary of Mangoceuticals, Inc., a Texas corporation (the “ Company ”, “ we ” and “ us ”), filed a Certificate of Designations of Mango & Peaches Corp., establishing the designations, preferences, limitations, and relative rights of its Series A Super Majority Voting Preferred Stock (the “ Series A Preferred Stock ”), with the Secretary of State of Texas”
OVTZ OCULUS INC.

OCULUS INC.: The company amended its articles of continuance to change its corporate name from 'Oculus VisionTech Inc.' to 'OCULUS INC.', effective as of the date the Wyoming Secretary of State issued the Certificate of Name Change on January 9, 2025, and also approved a name change to 'Oculus Inc.' effective Ja (effective 2025-01-09).

“On December 26, 2024, we filed Articles of Amendment to its Articles of Continuance with the Wyoming Secretary of State reflecting its corporate name change to “OCULUS INC.” On January 9, 2025, the Wyoming Secretary of State processed the Articles of Amendment and issued the Certificate of Name Change dated January 9, 2025.”
H&E Equipment Services, Inc.

H&E Equipment Services, Inc.: Added Article X establishing exclusive forum provisions for certain legal actions, including Delaware Chancery Court and federal district court for Securities Act claims (effective 2025-01-13).

“On January 13, 2025, the Company Board approved an amendment to the Amended and Restated Bylaws of the Company (the “Bylaws”), which became effective immediately (the “Bylaws Amendment”). The Bylaws Amendment added a new Article X to the Bylaws, which provides that, unless the Company consents in writing to the selection of an alternative forum, the sole and exclusive forum for certain legal actions involving the Company will be the Court of Chancery of the State of Delaware.”
Aimfinity Investment Corp. I

Aimfinity Investment Corp. I: Amended charter to extend business combination deadline from January 28, 2025 to October 28, 2025 with monthly extension provisions (effective 2025-01-09).

“by deleting in their entirety and substituting in their place of the fourth amended and restated memorandum and articles of association of the Company (the “ Amended Charter ”), which provides that the Company has until January 28, 2025 to complete a Business Combination, and may elect to extend the period to consummate a Business Combination up to nine times, each by an additional Monthly Extension, for a total of up to nine months to October 28, 2025”
QETA Quetta Acquisition Corp

Quetta Acquisition Corp: Amended certificate of incorporation to extend business combination deadline from January 10, 2025 to October 10, 2026, with up to 21 monthly extensions (effective 2025-01-10).

“to extend the date by which the Company has to consummate a business combination from January 10, 2025 until October 10, 2026”
GLOBAL TECH INDUSTRIES GROUP, INC.

GLOBAL TECH INDUSTRIES GROUP, INC.: Established Series B Preferred Stock via Certificate of Designation filed with Nevada on December 30, 2024 (effective 2024-12-30).

“On December 30, 2024, the Company filed with the State of Nevada a Certificate of Designation (the “Certificate of Designation”), which established a Series B Preferred Stock”
Cottonwood Communities, Inc.

Cottonwood Communities, Inc.: Filed Series 2025 Preferred Stock Articles Supplementary designating rights, preferences and privileges of a new series of preferred stock (effective 2024-12-05).

“On December 5, 2024, the Company filed the Series 2025 Preferred Stock Articles Supplementary with the SDAT designating the rights, preferences and privileges of the Series 2025 Preferred Stock.”
ADI ANALOG DEVICES INC

ANALOG DEVICES INC: Amended bylaws to lower ownership threshold for calling a special meeting from 80% to 25% and added related information and timing requirements (effective 2025-01-09).

“On January 9, 2025 the Board approved and adopted an amendment to the Company’s existing Bylaws (as so amended and restated, the “Second Amended and Restated Bylaws”), which became effective immediately. The amendment effected by the Second Amended and Restated Bylaws lowers the ownership threshold required for shareholders to call a special meeting of shareholders from 80% of the Company’s outstanding shares to 25% of the Company’s outstanding shares, subject to certain holding requirements.”
CMCT Creative Media & Community Trust Corp

Creative Media & Community Trust Corp: Effected a one-for-ten reverse stock split of common stock via two charter amendments (effective 2025-01-06).

“Pursuant to the first Amendment, effective as of 12:01 am Eastern Standard Time on January 6, 2025 (the “Effective Time”), every ten shares of common stock, par value $0.001 per share, issued and outstanding immediately prior to the Effective Time will be automatically combined into one issued and outstanding share of common stock, par value $0.01 per share. The second Amendment, effective as of 12:02 am Eastern Standard Time on January 6, 2025, will revert the par value of the Company’s issued and outstanding common stock to $0.001 per share.”
ANG-PD American National Group Inc.

American National Group Inc.: Filed a certificate of amendment to the Certificate of Incorporation to establish Series D Preferred Stock preferences, limitations, and relative rights (effective 2025-01-09).

“On January 9, 2025, the Company filed a certificate of amendment to the Company’s Certificate of Incorporation with the Secretary of State of the State of Delaware (the “Secretary of State”), including a certificate of designations for the Series D Preferred Stock (collectively, the “Certificate of Amendment”), to establish the preferences, limitations, and relative rights of the Series D Preferred Stock.”
THERAPEUTIC SOLUTIONS INTERNATIONAL, INC.

THERAPEUTIC SOLUTIONS INTERNATIONAL, INC.: Increased authorized shares from 6.5 billion to 9 billion common shares, par value unchanged at $0.001, and 5 million preferred shares still authorized (effective 2025-01-07).

“On January 07, 2025, we caused to be filed with the Nevada Secretary of State a Certificate of Amendment to Articles of Incorporation to effect an amendment (the “Amendment”) increasing the aggregate number of shares which the corporation shall have authority to issue from 6,500,000,000 to 9,000,000,000 shares of stock having a $.001 par value per share, and 5,000,000 shares of Preferred Stock having a $.001 par value per share.”
RNTX Rein Therapeutics, Inc.

Rein Therapeutics, Inc.: Amended and restated bylaws solely to reflect company name change from Aileron Therapeutics, Inc. to Rein Therapeutics, Inc (effective 2025-01-10).

“In connection with the Name Change, the Board also approved an amendment and restatement of the Company’s Amended and Restated Bylaws solely to reflect the Name Change (as amended and restated, the “Amended and Restated Bylaws”) effective as of January 10, 2025.”

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.