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
RNTX Rein Therapeutics, Inc.

Rein Therapeutics, Inc.: Amended certificate of incorporation to change company name from Aileron Therapeutics, Inc. to Rein Therapeutics, Inc (effective 2025-01-10).

“On January 10, 2025, Aileron Therapeutics, Inc. (the “Company”) amended its Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”), to effect a change of the Company’s name from “Aileron Therapeutics, Inc.” to “Rein Therapeutics, Inc.” (the “Name Change”). The Name Change became effective at 4:00 p.m. Eastern Time on January 10, 2025.”
XTIA XTI Aerospace, Inc.

XTI Aerospace, Inc.: Reverse stock split at 1-for-250 ratio via amendment to articles of incorporation (effective 2025-01-10).

“On January 7, 2025, the Company filed the Reverse Stock Split Amendment with the Secretary of State of the State of Nevada to effect the Reverse Stock Split at a ratio of 1-for-250, effective as of 12:01 a.m., Eastern Time, on January 10, 2025.”
MKZR MacKenzie Realty Capital, Inc.

MacKenzie Realty Capital, Inc.: Board adopted Third Amended and Restated Bylaws, effective January 8, 2025, with numerous changes including quorum, special meeting threshold, advance notice provisions, director qualifications, and exclusive forum (effective 2025-01-08).

“On January 8, 2025, the Board of Directors of the Company approved, effective January 8, 2025, a Third Amended and Restated Bylaws”
MKZR MacKenzie Realty Capital, Inc.

MacKenzie Realty Capital, Inc.: Stockholders approved and board adopted Second Amended and Restated Charter, effective January 10, 2025 (effective 2025-01-10).

“the second A&R Charter was filed with the State Department of Assessments and Taxation of Maryland and effective as of January 10, 2025.”
MKZR MacKenzie Realty Capital, Inc.

MacKenzie Realty Capital, Inc.: Board adopted the Third Amended and Restated Bylaws effective January 8, 2025, making numerous changes to meetings, directors, committees, exclusive forum, and other governance provisions (effective 2025-01-08).

“On January 8, 2025, the Board of Directors of the Company approved, effective January 8, 2025, a Third Amended and Restated Bylaws (the “Third A&R Bylaws”).”
MKZR MacKenzie Realty Capital, Inc.

MacKenzie Realty Capital, Inc.: Stockholders approved and the Company filed the Second Amended and Restated Charter, effective January 10, 2025, removing certain NASAA limitations and making conforming and ministerial changes (effective 2025-01-10).

“Following shareholder approval, the second A&R Charter was filed with the State Department of Assessments and Taxation of Maryland and effective as of January 10, 2025.”
ONAR Onar Holding Corp

Onar Holding Corp: Increased authorized common stock to 450,000,000 shares and amended Article VIII to permit stockholder action by written consent of a majority of voting shares (effective 2024-12-23).

“On December 23, 2024, pursuant to the Definitive Information Statement on Schedule 14(c) as filed with the Securities Exchange Commission (“SEC”) on December 2, 2024, the Company filed with the Secretary of State for Nevada a Certificate of Amendment to the Articles of Incorporation of the Company wherein the authorized number of common stock of the Company was increased to 450,000,000 shares, having a par value of $0.001 per share. Additionally, pursuant to the Definitive Information Statement on Schedule 14(c) as filed with the SEC on August 23, 2024, the Certificate of Amendment amended Article VIII to state that “Any action required to be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing setting forth the action so taken, shall have been signed by the holder or holders of a majority of the shares entitled to vote with respect to the action that is the subject of t”
OBT Orange County Bancorp, Inc. /DE/

Orange County Bancorp, Inc. /DE/: Two-for-one forward stock split and increase of authorized common stock from 15 million to 30 million shares (effective 2025-01-10).

“On December 26, 2024, Orange County Bancorp, Inc. (the “Company”) announced a two-for-one forward stock split (the “Stock Split”) of the Company’s issued common stock to be effected through the filing of an amendment to the Company's Certificate of Incorporation, as amended (the “Amendment”) with the Secretary of the State of Delaware. The Company filed the Amendment to effect the Stock Split and proportionately increase the number of shares of the Company’s authorized common stock from 15 million to 30 million. The Amendment, which became effective at 4:01 p.m. Eastern Time on January 10, 2025, is filed as Exhibit 3.1 to this Current Report on Form 8-K.”
CNXC Concentrix Corp

Concentrix Corp: Amended Article 10 to reduce the supermajority vote requirement for adopting, amending, or repealing bylaws from 66-2/3% to a simple majority (effective 2025-01-09).

“On January 9, 2025, the Board of Directors of Concentrix Corporation (the “Company”) adopted an amendment (the “Amendment”) to the Amended and Restated Bylaws, as amended, of the Company (the “Bylaws”), effective immediately. The Amendment amended Article 10 of the Bylaws to change the supermajority provision that required the vote of at least 66-2/3 percent of the voting power of the shares of the capital stock of the Company to adopt, amend, or repeal the Bylaws to a simple majority.”
HWH HWH International Inc.

HWH International Inc.: Amended Section 7.3 of the Amended and Restated Certificate of Incorporation to permit stockholders to take action by majority written consent (effective 2025-01-08).

“On January 8, 2025, HWH International Inc. (the “Company”) amended the text of Section 7.3 of Article VII of the Company’s Amended and Restated Certificate of Incorporation with the State of Delaware to permit the stockholders of the Company to take action by majority written consent.”
ISRLF Israel Acquisitions Corp

Israel Acquisitions Corp: Adopted Fourth Amended and Restated Memorandum and Articles of Association to extend the deadline to consummate an initial business combination up to twelve times, through January 18, 2026 (effective 2025-01-06).

“As approved by the Company’s shareholders at the Meeting on January 6, 2025, by special resolution, the Company amended the Company’s Third Amended and Restated Memorandum and Articles of Association on January 6, 2025, in its entirety, by adopting the Company’s Fourth Amended and Restated Memorandum and Articles of Association in the form set forth in Annex A to the definitive proxy statement filed with the Securities and Exchange Commission on December 23, 2024 (the “ Extension Amendment ”), reflecting the extension of the date by which the Company must consummate an initial business combination from the Termination Date up to twelve (12) times to January 18, 2026, with each Extension comprised of one month (i.e., for a period of time ending up to 36 months after the consummation of the Company’s initial public offering) for a total of twelve (12) months after the Termination Date (assuming an initial business combination has not occurred) (the “ Extension Amendment Proposal ”).”
IVPR INSPIRE VETERINARY PARTNERS, INC.

INSPIRE VETERINARY PARTNERS, INC.: Filed Certificate of Change to effect a 1-for-25 reverse stock split of Common Stock and proportionally reduce authorized shares from 100,000,000 to 4,000,000 (effective 2025-01-03).

“On January 3, 2025, the Company filed a Certificate of Change to the Company’s Amended and Restated Certificate of Incorporation, as previously amended, with the Secretary of State of the State of Nevada to effect the Reverse Stock Split.”
Bowen Acquisition Corp

Bowen Acquisition Corp: Amendment to extend business combination deadline by up to three one-month increments to April 14, 2025 (effective 2025-01-10).

“a proposal to amend the Company’s Articles to extend the date by which the Company has to consummate a business combination by up to three one-month increments, from January 14, 2025 to as late as April 14, 2025”
CEPO Cantor Equity Partners I, Inc.

Cantor Equity Partners I, Inc.: Filed Amended and Restated Memorandum and Articles of Association in connection with IPO (effective 2025-01-06).

“On January 6, 2025, in connection with the IPO, the Company filed its Amended and Restated Memorandum and Articles of Association (the “ Memorandum and Articles ”) with the Assistant Registrar of Companies of the Cayman Islands, effective the same day.”
MGM MGM Resorts International

MGM Resorts International: Amended and restated bylaws effective January 8, 2025, with clarifications for virtual meetings, adjournment procedures, voting provisions, universal proxy rules, and exclusive forum provisions (effective 2025-01-08).

“On January 8, 2025, the Board of Directors of MGM Resorts International (the “Company”) amended and restated the Company’s Bylaws (the “Amended Bylaws”), effective on that date.”
AASP Agassi Sports Entertainment Corp.

Agassi Sports Entertainment Corp.: Adopted amended and restated bylaws with numerous changes including uncertificated shares, voting requirements, officer roles, shareholder nomination procedures, special meeting calling rights, quorum rules, written consent procedures, electronic meeting authorization, director count limits, lead in (effective 2025-01-07).

“On January 7, 2025, the board of directors (the “ Board ”) of Global Acquisitions Corp. (the “ Company ”) adopted amended and restated bylaws of the Company (as amended and restated, the “ Amended and Restated Bylaws ”).”
OM Outset Medical, Inc.

Outset Medical, Inc.: Filed Certificate of Designation for Series A Non-Voting Convertible Preferred Stock, establishing rights, preferences, and limitations (effective 2025-01-07).

“On January 7, 2025, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of the Series A Non-Voting Convertible Preferred Stock with the Secretary of State of the State of Delaware (the "Certificate of Designations") in connection with the Private Placement.”
Poseida Therapeutics, Inc.

Poseida Therapeutics, Inc.: Certificate of incorporation and bylaws amended and restated in connection with a merger.

“the Company's certificate of incorporation and bylaws were amended and restated in their entirety in the forms filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K, and are incorporated herein by reference.”
LIMX Limitless X Holdings Inc.

Limitless X Holdings Inc.: Filed a Certification of Designation of Class C Convertible Preferred Stock (effective 2025-01-02).

“Effective as of January 2, 2025, Limitless X Holdings Inc. (the “Company”) filed a Certification of Designation of Class C Convertible Preferred Stock (the “Certificate”) with the Delaware Secretary of State and in accordance with the Delaware General Corporation Law.”
CYCU Cycurion, Inc.

Cycurion, Inc.: The company filed a charter amendment extending the deadline to consummate a business combination from January 11, 2025 to April 11, 2025 (effective 2025-01-08).

“The Charter Amendment extends the date by which the Company has to consummate a business combination from January 11, 2025 to April 11, 2025.”
Real Good Food Company, Inc.

Real Good Food Company, Inc.: Amended and Restated Certificate of Incorporation filed to implement a reverse stock split and allow additional Class B common stock issuance (effective 2025-01-03).

“On December 30, 2024, the Company filed a certificate of Amended and Restated Certificate of Incorporation (the “Restated Certificate”) with the Secretary of State of the State of Delaware, to (a) implement a reverse stock split of its Class A common stock, Class B common stock and Series A preferred stock as described below in Item 8.01 and (b) allow for the issuance of additional shares of Class B common stock pursuant to the terms of the Exchange Agreement (such amendments, the “Amendments”), as approved by the Company’s stockholders at the Special Meeting of Stockholders of the Company held on December 20, 2024. The Restated Certificate and the Amendments reflected therein became effective as of 5:00 p.m. ET on January 3, 2025.”
STAI ScanTech AI Systems Inc.

ScanTech AI Systems Inc.: Upon closing of the Business Combination, Pubco ceased to be a shell company.

“Upon the Closing, Pubco ceased to be a shell company.”
STAI ScanTech AI Systems Inc.

ScanTech AI Systems Inc.: Adoption of a new Code of Ethics applicable to directors, officers, and employees.

“In connection with the Closing, the Pubco Board approved and adopted a new Code of Ethics applicable to directors, officers and employees (the "Code of Ethics").”
STAI ScanTech AI Systems Inc.

ScanTech AI Systems Inc.: Adoption of Proposed Bylaws, effective as of the Effective Time on December 31, 2024 (effective 2024-12-31).

“on December 31, 2024, pursuant to the approval of the Advisory Charter Proposals, the Pubco Board approved and adopted the Proposed Bylaws, which became effective as of the Effective Time.”
STAI ScanTech AI Systems Inc.

ScanTech AI Systems Inc.: Adoption of Amended and Restated Certificate of Incorporation, effective upon filing with Delaware Secretary of State on December 31, 2024 (effective 2024-12-31).

“The Proposed Amended and Restated Certificate of Incorporation , which became effective upon filing with the Secretary of State of the State of Delaware on December 31, 2024, includes the amendments proposed by the Advisory Charter Proposals and approved at the Advisory Charter Proposals.”
AMT AMERICAN TOWER CORP /MA/

AMERICAN TOWER CORP /MA/: Removed one-year holding period for stockholders owning at least 25% of capital stock to call a special meeting (effective 2025-01-03).

“Effective January 3, 2025, the Board adopted an amendment to the Company’s Amended and Restated By-Laws (as so amended, the “By-Laws”) to remove the one year holding period for stockholders (who own at least twenty-five percent (25%) in the aggregate of the capital stock issued, outstanding and entitled to vote) to call a special meeting.”
JBTM JBT MAREL Corp

JBT MAREL Corp: Amended and restated bylaws to change corporate name and effect governance changes.

“On the Closing Date, the Company amended and restated its certificate of incorporation (as amended, the “Third Amended and Restated Certificate of Incorporation”) and bylaws (as amended, the “Fourth Amended and Restated Bylaws”) to change the corporate name set forth therein from “John Bean Technologies Corporation” to “JBT Marel Corporation” and effect the governance changes described in Item 5.02 of this Current Report.”
JBTM JBT MAREL Corp

JBT MAREL Corp: Amended and restated certificate of incorporation to change corporate name from 'John Bean Technologies Corporation' to 'JBT Marel Corporation' and effect governance changes.

“On the Closing Date, the Company amended and restated its certificate of incorporation (as amended, the “Third Amended and Restated Certificate of Incorporation”) and bylaws (as amended, the “Fourth Amended and Restated Bylaws”) to change the corporate name set forth therein from “John Bean Technologies Corporation” to “JBT Marel Corporation” and effect the governance changes described in Item 5.02 of this Current Report.”
Cepton, Inc.

Cepton, Inc.: The bylaws of Merger Sub became the bylaws of Cepton in connection with the Merger (effective 2025-01-07).

“In addition, pursuant to the terms of the Merger Agreement, at the Effective Time, the by-laws of Merger Sub became the by-laws of Cepton (the “ By-Laws ”).”
Cepton, Inc.

Cepton, Inc.: Cepton's certificate of incorporation was amended and restated in its entirety in connection with the Merger (effective 2025-01-07).

“Pursuant to the terms of the Merger Agreement, at the Effective Time, Cepton’s certificate of incorporation, as in effect immediately prior to the Effective Time, was amended and restated in its entirety by the Third Amended and Restated Certificate of Incorporation (the “ Certificate of Incorporation ”).”
GCTK Glucotrack, Inc.

Glucotrack, Inc.: Amended Certificate of Incorporation to increase authorized common stock from 100,000,000 to 250,000,000 shares (effective 2025-01-03).

“the Company filed the Certificate of Amendment with the Secretary of State of the State of Delaware, and such amendment became effective immediately.”
IONI I-ON Digital Corp.

I-ON Digital Corp.: Filed Certificate of Amendment to create Series E Convertible Preferred Stock.

“filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation”
RAIN Rain Enhancement Technologies Holdco, Inc.

Rain Enhancement Technologies Holdco, Inc.: Ceased being a shell company upon completion of the SPAC Merger.

“As a result of the Business Combination, Coliseum ceased being a shell company upon the completion of the SPAC Merger, when it merged with and into Merger Sub 1 and ceased to exist.”
RAIN Rain Enhancement Technologies Holdco, Inc.

Rain Enhancement Technologies Holdco, Inc.: Adoption of a new Code of Business Conduct and Ethics.

“Effective upon the SPAC Merger Effective Time, in connection with the consummation of the Business Combination, the Board adopted a new Code of Business Conduct and Ethics, which is applicable to all employees, officers and directors of Holdco, which is filed herewith as Exhibit 14.1.”
RAIN Rain Enhancement Technologies Holdco, Inc.

Rain Enhancement Technologies Holdco, Inc.: Amendment and restatement of articles of organization in connection with business combination closing (effective 2024-12-19).

“On December 19, 2024, in connection with the Closing of the Business Combination, Holdco amended and restated its articles of organization (as amended and restated, the “ A&R Charter ”) and its bylaws (as amended, the “ A&R Bylaws ”).”
RAIN Rain Enhancement Technologies Holdco, Inc.

Rain Enhancement Technologies Holdco, Inc.: Amendment and restatement of bylaws in connection with business combination closing (effective 2024-12-19).

“On December 19, 2024, in connection with the Closing of the Business Combination, Holdco amended and restated its articles of organization (as amended and restated, the “ A&R Charter ”) and its bylaws (as amended, the “ A&R Bylaws ”).”
CRDF Cardiff Oncology, Inc.

Cardiff Oncology, Inc.: The Board of Directors approved Amended and Restated By-laws (effective 2025-01-03).

“On January 3, 2025, the Board of Directors of Cardiff Oncology, Inc. (the “Company”) approved the Amended and Restated By-laws of the Company.”
SIGY Sigyn Therapeutics, Inc.

Sigyn Therapeutics, Inc.: Amended authorized common stock to 100,000,000 shares (effective 2024-12-30).

“On December 30, 2024, we filed a Certificate of Amendment to our Amended and Restated Certificate of Incorporation with the State of Delaware, which went effective immediately upon filing. The Certificate of Amendment decreased our authorized common stock to One Hundred Million (100,000,000) shares, par value $0.0001.”
AAMI Acadian Asset Management Inc.

Acadian Asset Management Inc.: Amended Bylaws to change all references from BrightSphere Investment Group Inc. to Acadian Asset Management Inc., effective January 1, 2025 (effective 2025-01-01).

“on December 31, 2024, the Company’s Board of Directors (the “Board”) approved Amendment No. 1 (the “Bylaws Amendment”) to the Company’s Amended and Restated Bylaws (the “Bylaws”), effective January 1, 2025.”
AAMI Acadian Asset Management Inc.

Acadian Asset Management Inc.: Amended Certificate of Incorporation to change company name from BrightSphere Investment Group Inc. to Acadian Asset Management Inc., effective January 1, 2025 (effective 2025-01-01).

“In connection with the previously announced name change to Acadian Asset Management Inc. (the “Company”) from BrightSphere Investment Group Inc., on December 31, 2024, the Company filed with the Delaware Secretary of State a Certificate of Amendment (the “Certificate of Amendment”) to the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), effective January 1, 2025.”
IKT Inhibikase Therapeutics, Inc.

Inhibikase Therapeutics, Inc.: Stockholders approved amendments to the Certificate of Incorporation to increase authorized common shares from 100,000,000 to 500,000,000 and eliminate the supermajority vote requirement for amendments to Article IV Section 1 (effective 2025-01-03).

“A Special Meeting of Stockholders (the “ Special Meeting ”) of Inhibikase Therapeutics, Inc. (the “ Company ”) was held on January 3, 2025. As further described in Item 5.07 to this Current Report on Form 8-K, at the Special Meeting, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “ Certificate of Amendment ”) to increase the number of the Company’s authorized shares of common stock from 100,000,000 shares to 500,000,000 shares and eliminate the 66 2/3% affirmative vote requirement for amendments to Section 1 of Article IV thereof, as described in the Company’s definitive proxy statement filed on November 18, 2024 with the Securities and Exchange Commission under Section 14(a) of the Securities Exchange Act of 1934, as amended. The Certificate of Amendment was previously approved by the Company’s board of directors, subject to approval by the Company’s stockholders. On January 3, 2025, the Company filed the Certif”
BENF Beneficient

Beneficient: Filed Certificate of Designation designating Series B-5 Preferred Stock rights, preferences, privileges, and restrictions (effective 2024-12-30).

“On December 30, 2024, the Company filed a certificate of designation (the “B-5 Certificate of Designation”) with the Secretary of State of Nevada, effective as of the time of filing, designating the rights, preferences, privileges and restrictions of the shares of the Series B-5 Preferred Stock.”
CERO CERO THERAPEUTICS HOLDINGS, INC.

CERO THERAPEUTICS HOLDINGS, INC.: Amended certificate of incorporation to effect a 1-for-100 reverse stock split (effective 2025-01-08).

“On January 6, 2025, CERo Therapeutics Holdings, Inc. (the “Company”) filed an amendment (the “Certificate of Amendment”) to its Second Amended and Restated Certificate of Incorporation, as amended and/or restated from time to time, to effectuate a reverse stock split of the Company’s issued and outstanding shares of common stock, par value $0.0001 per share (the “Common Stock”).”
Unique Logistics International, Inc.

Unique Logistics International, Inc.: Amended Series A, C, and D Convertible Preferred Stock Certificates of Designations to extend Anti-dilution Termination Date to December 31, 2025 or Qualified Financing (effective 2025-01-02).

“On December 31, 2024, Unique Logistics International, Inc. (the “Company”) filed with the Secretary of State of the State of Nevada a certificate of amendment to the Certificate of Designations, Preferences and Rights of its Series D Convertible Preferred Stock, and on January 2, 2025, certificates of amendments to the Certificates of Designations of its Series A and Series C Convertible Preferred Stock (collectively, the “Certificates of Designations”), amending (i) Section IV(b)(iii) of the Certificate of Designations of its Series A Convertible Preferred Stock, (ii) Section 7(a)(ii) of the Certificate of Designations of its Series C Convertible Preferred Stock, and (iii) Section 7(a)(ii) of the Certificate of Designations of its Series D Convertible Preferred Stock (collectively, the “Amendments”), in order to extend the Anti-dilution Termination Date (as defined in the Amendments) to the earlier of (i) December 31, 2025 or (ii) a Qualified Financing (as defined in the Certificates”
PROFIRE ENERGY INC

PROFIRE ENERGY INC: Amended and restated articles of incorporation in their entirety at the Effective Time of the Merger.

“the Company’s articles of incorporation and bylaws were each amended and restated in their entirety”
PROFIRE ENERGY INC

PROFIRE ENERGY INC: Amended and restated bylaws in their entirety at the Effective Time of the Merger.

“the Company’s articles of incorporation and bylaws were each amended and restated in their entirety”
Manitex International, Inc.

Manitex International, Inc.: Bylaws of Merger Sub became bylaws of Surviving Corporation in connection with the Merger, effective at the Effective Time.

“the Bylaws of Merger Sub in effect immediately prior to the Effective Time became the Bylaws of the Surviving Corporation”
Manitex International, Inc.

Manitex International, Inc.: Articles of incorporation amended and restated in connection with the Merger, effective at the Effective Time.

“the articles of incorporation of the Surviving Corporation were amended and restated in their entirety”
HNOI HNO International, Inc.

HNO International, Inc.: Filed Certificate of Designation of Series B Convertible Preferred Stock designating 500,000 shares of preferred stock as Series B Preferred Stock with voting, liquidation, and conversion rights (effective 2025-01-02).

“On January 2, 2025, in connection with the Share Exchange Agreements referenced in Item 1.01, the Company will file a Certificate of Designation of Series B Convertible Preferred Stock (the “Designation”) with the Nevada Secretary of State that has the effect of designating 500,000 shares of preferred stock, par value $0.001, as Series B Preferred Stock.”
PFSI PennyMac Financial Services, Inc.

PennyMac Financial Services, Inc.: Decreased maximum number of directors from thirteen to eleven (effective 2024-12-31).

“On December 31, 2024 , the Board amended Article II, Section 1 of the Company’s Amended and Restated Bylaws (the “Third Amendment”) in connection with the retirement of James K. Hunt and Emily Youssouf to decrease the maximum number of directors to serve on the Board from thirteen to eleven.”

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.