Charter, bylaw, and control-related changes under 8-K Items 5.03/5.05/5.06.
Northern Star Investment Corp. IV: The company approved dissolution and liquidation, and executed a Certificate of Dissolution (effective 2024-12-24).
“Proposal No. 1 — The Dissolution Proposal — a proposal to approve the liquidation and dissolution of the Company and the related Plan of Liquidation and Dissolution.”
Revelyst, Inc.: Fiscal year end changed from March 31 to December 31.
“the fiscal year end of Revelyst was changed from March 31 to December 31”
Revelyst, Inc.: Amended and restated bylaws in connection with Merger.
“the bylaws of Revelyst were amended and restated in their entirety”
Revelyst, Inc.: Amended and restated certificate of incorporation in connection with Merger.
“the certificate of incorporation of Revelyst was amended and restated in its entirety”
NextTrip, Inc.: Designated 579,469 shares of Series L Convertible Preferred Stock (effective 2025-01-03).
“On January 3, 2025, the Company filed a Certificate of Designation of Series L Convertible Preferred Stock (the "Series L Certificate of Designation") with the Secretary of State of the State of Nevada, designating 579,469 shares of the Company’s preferred stock as Series L Convertible Preferred Stock, par value $0.001 per share.”
NextTrip, Inc.: Designated 60,595 shares of Series K Convertible Preferred Stock (effective 2025-01-03).
“On January 3, 2025, the Company filed a Certificate of Designation of Series K Convertible Preferred Stock (the "Series K Certificate of Designation") with the Secretary of State of the State of Nevada, designating 60,595 shares of the Company’s preferred stock as Series K Convertible Preferred Stock, par value $0.001 per share.”
NextTrip, Inc.: Designated 297,788 shares of Series J Convertible Preferred Stock (effective 2025-01-03).
“On January 3, 2025, the Company filed a Certificate of Designation of Series J Convertible Preferred Stock (the "Series J Certificate of Designation") with the Secretary of State of the State of Nevada, designating 297,788 shares of the Company’s preferred stock as Series J Convertible Preferred Stock, par value $0.001 per share.”
Pursuit Attractions & Hospitality, Inc.: Company amended and restated its Bylaws to reflect the name change from Viad Corp to Pursuit Attractions and Hospitality, Inc (effective 2024-12-31).
“Effective as of the effectiveness of the Amendment, the Company also amended and restated its Bylaws (as amended and restated, the “Amended and Restated Bylaws”) to reflect the Name Change.”
Pursuit Attractions & Hospitality, Inc.: Company amended its Restated Certificate of Incorporation to change name from Viad Corp to Pursuit Attractions and Hospitality, Inc (effective 2024-12-31).
“On December 31, 2024, the Company filed an amendment (the “Amendment”) to its Restated Certificate of Incorporation, as amended, with the Secretary of State of the State of Delaware to change the name of the Company from “Viad Corp” to “Pursuit Attractions and Hospitality, Inc.” (the “Name Change”).”
INTELLIGENT PROTECTION MANAGEMENT CORP.: Adopted an amended Code of Conduct applicable to all employees, officers and directors.
“effective on the Closing Date, the Board approved and adopted an amended Code of Conduct (the “ Code of Conduct ”) applicable to all employees, officers and directors of the Company, including its Chief Executive Officer, Chief Financial Officer and other executive officers”
INTELLIGENT PROTECTION MANAGEMENT CORP.: Amended bylaws to reflect the new corporate name.
“the Board authorized and approved an amendment to the Amended and Restated Bylaws of the Company (the “ Bylaws ”) to update the Bylaws to reflect the Company’s new name (the “ Bylaws Amendment ”)”
INTELLIGENT PROTECTION MANAGEMENT CORP.: Changed corporate name from Paltalk, Inc. to Intelligent Protection Management Corp.
“the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment to its Certificate of Incorporation, as amended (the “ Charter ” and such amendment, the “ Charter Amendment ”), to change its corporate name from “Paltalk, Inc.” to “Intelligent Protection Management Corp.”, effective as of the Closing Date”
Independent Bank Group, Inc.: Certificate of formation and bylaws of IBTX ceased upon merger; SouthState documents succeeded.
“At the Effective Time, the Amended and Restated Certificate of Formation and the Sixth Amended and Restated Bylaws of IBTX ceased to be in effect by operation of law and the organizational documents of SouthState (as successor to IBTX by operation of law) remained the Amended and Restated Articles of Incorporation of SouthState and the Amended and Restated Bylaws of SouthState, in each case as in effect as of immediately prior to the Effective Time.”
T Stamp Inc: Certificate of Amendment effecting a 1-for-15 reverse stock split (effective 2025-01-06).
“on December 13, 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 to effect the Reverse Stock Split.”
FOXO TECHNOLOGIES INC.: Added beneficial ownership limitation of 4.99% (or up to 9.99% upon holder election) to Amended and Restated Certificate of Designation for Series A Preferred Stock (effective 2024-12-27).
“On December 27, 2024, FOXO Technologies Inc., a Delaware corporation (the “ Company ”), filed an amendment to the Company’s Certificate of Incorporation (the “ Certificate of Incorporation ”), in the form of an Amended and Restated Certificate of Designation (the “ Amended Designation ”) of the Company’s previously designated “Series A Cumulative Convertible Redeemable Preferred Stock” (the “ Series A Preferred Stock ”).”
Tego Cyber, Inc.: Amended Articles of Incorporation to increase authorized common stock from 100,000,000 to 250,000,000 and authorize 25,000,000 shares of blank check preferred stock (effective 2024-12-27).
“On November 15, 2024, the Board of Directors (the “Board”) of Tego Cyber Inc., a Nevada Corporation (the “Company”), approved an amendment to its Articles of Incorporation (the “Amendment”) to increase the Company’s authorized common stock from 100,000,000 to 250,000,000 and authorize 25,000,000 shares of blank check preferred stock.”
Arogo Capital Acquisition Corp.: Amended trust agreement to eliminate monthly extension payments and update defined terms.
“At the Meeting, the Company’s stockholders also approved an amendment to the Company’s investment management trust agreement (as previously amended, the “Trust Agreement”), dated as of December 23, 2021, by and between the Company and Continental Stock Transfer & Trust Company, to eliminate the payments required under the Trust Agreement and the Company’s Certificate of Incorporation for monthly extensions, to extend the date by which the Company must consummate its initial business combination, and to update certain defined terms in the Trust Agreement (the “Trust Agreement Amendment Proposal”).”
Arogo Capital Acquisition Corp.: Amended certificate of incorporation to eliminate the redemption limitation (net tangible asset threshold) (effective 2024-12-30).
“The stockholders also approved the proposed to amend the Certificate of Incorporation to eliminate therefrom 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 $5,000,001 (the “Redemption Limitation”) in order to allow the Company to redeem public shares irrespective of whether such redemption would exceed the Redemption Limitation (the “Redemption Limitation Proposal”).”
Arogo Capital Acquisition Corp.: Amended certificate of incorporation to extend business combination deadline from December 29, 2024 to June 29, 2026 (effective 2024-12-30).
“On December 28, 2024, Arogo Capital Acquisition Corp., a Delaware corporation (“Arogo” or the “Company”), held a special meeting of its stockholders (the “Meeting”). At the Meeting, the Company’s stockholders approved the proposal to amend Arogo’s amended and restated certificate of incorporation (the as previously amended, “Certificate of Incorporation”) to extend the date by which Arogo must consummate its initial business combination from December 29, 2024 to June 29, 2026 (the “Extension Amendment Proposal”).”
BIP Ventures Evergreen BDC: Amended and restated Agreement and Declaration of Trust to recharacterize incentive fee as incentive allocation (effective 2025-01-01).
“the Second Amended Declaration of Trust amends and restates the First Amended and Restated Agreement and Declaration of Trust, dated as of July 11, 2023 (the “First Amended Declaration of Trust”), to recharacterize the Incentive Fee payable to the Adviser to an Incentive Allocation.”
GRAY MEDIA, INC: Company changed its corporate name from Gray Television, Inc. to Gray Media, Inc (effective 2025-01-01).
“On December 30, 2024, Gray Television, Inc. (the “Company”) announced that it was changing its corporate name to Gray Media, Inc. effective as of 12:01 a.m. on January 1, 2025, pursuant to a Certificate of Amendment (the “Certificate of Amendment”) to its Certificate of Incorporation, filed with the Georgia Secretary of State on December 30, 2024 (the “Name Change”).”
Protalix BioTherapeutics, Inc.: Amended and restated Bylaws to increase special meeting ownership threshold to 25%, modify timing, enhance procedural requirements for stockholder proposals and nominations, adopt universal proxy rules, remove written consent, and add exclusive forum provisions (effective 2024-12-27).
“On December 27, 2024, the Board of Directors of Protalix BioTherapeutics, Inc., a Delaware corporation (the “Company”), unanimously approved and adopted an amendment and restatement of the Bylaws of the Company, effective immediately (the “Amended Bylaws”) to, among other things: (i) amend the criteria relating to stockholders’ ability to call special meetings including (a) increasing the requisite aggregate beneficial ownership of the requesting stockholders from no less than 10% to no less than 25% of all of the votes entitled to be cast on any issue proposed to be considered at the special meeting, (b) modifying the time in which the Company’s secretary will fix the date of such special meeting from not less than 10 days to not less than 30 days after the receipt of such stockholder request, (c) modifying the time in which the stockholders making such request can set the special meeting date from seven days to 10 days following the receipt of such request if the Company’s secretary”
Galera Therapeutics, Inc.: Galera intends to file a Certificate of Elimination to eliminate the Series A Junior Participating Preferred Stock designation, returning those shares to authorized but unissued preferred stock (effective 2024-12-31).
“Galera intends to file a Certificate of Elimination eliminating from its Certificate of Incorporation, as amended, the designation of certain shares of its preferred stock as Series A Junior Participating Preferred Stock, which had been designated for potential use in connection with the Rights Agreement.”
Royalty Pharma plc: Amended and restated articles of association of Royalty Pharma Holdings Limited in connection with a restructuring (effective 2024-12-31).
“On December 31, 2024, the articles of association of RP Holdings (the “Articles”) were amended and restated in their entirety in connection with the Restructuring.”
International Media Acquisition Corp.: Amended certificate of incorporation to extend deadline for initial business combination from January 2, 2025 to January 2, 2027, with monthly extension deposits (effective 2024-12-31).
“the Company filed a certificate of amendment to its amended and restated certificate of incorporation (the “Extension Charter Amendment”) which became effective upon filing on December 31, 2024. The Extension Charter Amendment extends the deadline by which IMAQ must consummate an initial business combination for twenty-four (24) additional one (1) month periods from January 2, 2025 to January 2, 2027”
Longduoduo Co Ltd: Amended Article II, Section 6 to increase the maximum permissible period between the record date for a shareholder meeting or other corporate action and the date of the corporate action from 50 to 60 days (effective 2024-12-30).
“On December 30, 2024 the Registrant’s Board of Directors amended the Registrant’s Bylaws. The amendment was made to change the maximum time permitted between the record date for a meeting of shareholders or other corporate action and the date of the corporate action from fifty (50) days to sixty (60) days”
Eightco Holdings Inc.: Annual meeting of stockholders adjourned to January 16, 2025 to solicit additional votes (effective 2024-12-31).
“On December 31, 2024, the Company again adjourned the meeting until 11:00 a.m. on January 16, 2025 to allow the Company additional time for the foregoing actions.”
ALLURION TECHNOLOGIES, INC.: Approved and filed a charter amendment to effect a 1-for-25 reverse stock split, effective January 3, 2025 (effective 2025-01-03).
“Effective as of 12:01 a.m. Eastern Time on January 3, 2025, the Company filed an amendment (the "Certificate of Amendment") to its Amended and Restated Certificate of Incorporation, as amended and/or restated from time to time, to effectuate the Reverse Stock Split.”
NexMetals Mining Corp.: Name change from Premium Nickel Resources Ltd. to Premium Resources Inc (effective 2024-11-15).
“On November 15, 2024, the Company filed an amendment to its Articles to change its name to "Premium Resources Inc.," effective November 15, 2024.”
PROSPECT CAPITAL CORP: Reclassified 90,000,000 shares of Common Stock into Preferred Stock Series A5 and Series M5 each, reducing Common Stock classification from 1,332,100,000 to 1,152,100,000 shares (effective 2024-12-27).
“The reclassification decreased the number of shares classified as Common Stock from 1,332,100,000 shares immediately prior to the reclassification to 1,152,100,000 shares immediately after the reclassification.”
Tvardi Therapeutics, Inc.: Amendment of Amended and Restated Certificate of Incorporation to effect a one-for-twelve reverse stock split and reduction in authorized shares from 200,000,000 to 16,666,667 (effective 2024-12-30).
“On December 30, 2024, Cara Therapeutics, Inc. (the “ Company ”) filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation (the “ Amendment ”) with the Secretary of State of the State of Delaware to effect a one-for-twelve (1-for-12) reverse stock split (the “ Reverse Stock Split ”) of its outstanding common stock and a reduction in the total number of authorized shares of its common stock from 200,000,000 to 16,666,667 (the “ Shares Reduction ”).”
LIPELLA PHARMACEUTICALS INC.: Filed Series B Certificate of Designation and Certificate of Correction, and Series C Certificate of Designation, establishing series preferred stock rights and preferences (effective 2024-12-20).
“On December 23, 2024, the Company filed the Series C Certificate of Designation with the Delaware Secretary of State, establishing the rights, preferences, privileges, qualifications, restrictions, and limitations relating to the Series C Preferred Stock.”
KALA BIO, Inc.: Filed Certificate of Designations establishing Series I Convertible Non-Redeemable Preferred Stock (effective 2024-12-30).
“On December 30, 2024 (the “Filing Date”), the Company filed a Certificate of Designations, Preferences and Rights of Series I Convertible Non-Redeemable Preferred Stock (the “Certificate of Designations”) with the Secretary of State of the State of Delaware with respect to the Series I Preferred Stock.”
OptiNose, Inc.: Filing of Certificate of Amendment to effect 1-for-15 reverse stock split of common stock (effective 2024-12-30).
“On December 30, 2024, OptiNose, Inc. (the “Company”) filed a Certificate of Amendment (the “Certificate of Amendment”) to the Company’s Fourth Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) with the Delaware Secretary of State, to effect a 1-for-15 reverse stock split (the “reverse split”) of the Company’s issued and outstanding shares of common stock, par value $0.001 per share (the “Common Stock”), effective at 8:00 a.m. Eastern Standard Time on that date (the “Effective Date”).”
Fat Brands, Inc: Filing of Certificate of Amendment to Second Amended and Restated Certificate of Incorporation to allow for exculpation of officers (effective 2024-12-26).
“On December 26, 2024, following the affirmative vote of the stockholders in favor of Proposal No. 2 at the 2024 Annual Meeting of Stockholders of FAT Brands Inc. (the “ Company ”), the Company filed a Certificate of Amendment to its Second Amended and Restated Certificate of Incorporation to allow for the exculpation of its officers as permitted under the Delaware General Corporation Law.”
Lazydays Holdings, Inc.: Eliminated all matters set forth in the Certificate of Designations of Series A Convertible Preferred Stock (effective 2024-12-30).
“On December 30, 2024, the Company filed a Certificate of Elimination (the “ Certificate of Elimination ”) to its Charter with the Secretary of State of the State of Delaware eliminating from the Charter all matters set forth in the Certificate of Designations of Series A Convertible Preferred Stock, Par Value $0.0001 per share, of the Company.”
Lazydays Holdings, Inc.: Increased authorized shares of Common Stock from 100,000,000 to 500,000,000 (effective 2024-12-26).
“On December 26, 2024, Lazydays Holdings, Inc. (the “ Company ”) filed with the Secretary of State of the State of Delaware a Certificate of Amendment to the Company’s Certificate of Incorporation (as amended, the “ Charter ”) to increase the total number of shares of Common Stock, par value $0.0001 per share (“ Common Stock ”), the Company is authorized to issue from 100,000,000 to 500,000,000 (the “ Charter Amendment ”).”
OS Therapies Inc: Filed Certificate of Designation establishing Series A Senior Convertible Preferred Stock rights, preferences, and limitations (effective 2024-12-27).
“On December 27, 2024, the Company, in accordance with Section 151(g) of the Delaware General Corporation Law, filed a Certificate of Designation, Preferences, Rights and Limitations of Series A Senior Convertible Preferred Stock”
MICROPAC INDUSTRIES INC: Amended and restated bylaws.
“the Company’s bylaws, as in effect immediately prior to the Effective Time, were amended and restated in their entirety”
MICROPAC INDUSTRIES INC: Amended and restated certificate of incorporation.
“the Company’s certificate of incorporation, as in effect immediately prior to the Effective Time, was amended and restated in its entirety”
PILGRIMS PRIDE CORP: Corresponding amendment to Amended and Restated Bylaws took effect on December 30, 2024 (effective 2024-12-30).
“Concurrent with the effectiveness of the Certificate on December 30, 2024, a corresponding amendment to the Company’s Amended and Restated Bylaws took effect (as amended, the “Restated Bylaws”), a description of which is incorporated herein by reference from the Proxy Statement and is qualified in its entirety by reference to the full text of the Restated Bylaws attached as Exhibit 3.2 to this Current Report.”
PILGRIMS PRIDE CORP: Amendment to Amended and Restated Certificate of Incorporation approved by stockholders, effective December 30, 2024 (effective 2024-12-30).
“As described above in the “ Explanatory Note” in this Current Report, at the Special Meeting, the stockholders of the Company approved the amendment to the Amended and Restated Certificate of Incorporation, effective as of December 30, 2024.”
Consolidated Communications Holdings, Inc.: Articles of incorporation amended in connection with merger.
“Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. The information provided in the Introduction and”
Invesco Mortgage Capital Inc.: Reclassification of all authorized but unissued shares of Series B Preferred Stock as undesignated Preferred Stock, following redemption of the series (effective 2024-12-27).
“the Company’s board of directors has approved the reclassification of all of the authorized but unissued shares of Series B Preferred Stock as shares of Preferred Stock without designation as to class or series”
Ryerson Holding Corp: Adopted amended and restated bylaws deleting obsolete provisions, implementing technical changes, aligning with Delaware law, and updating advance notice requirements for shareholder nominations and proposals (effective 2024-12-26).
“On December 26, 2024, the Board of Directors of Ryerson Holding Corporation (the “Company”) adopted amended and restated bylaws (as amended and restated, the “A&R Bylaws”), effective as of December 26, 2024.”
MSC INCOME FUND, INC.: Amended bylaws to increase special meeting threshold, add procedural requirements, eliminate stockholder list inspection requirement, and reduce max directors from 15 to 10, effective upon listing on a national securities exchange.
“the Board has adopted the Second Amended and Restated Bylaws of the Company (the “Amended Bylaws”), which will become effective upon the date of Listing. The Amended Bylaws, among other things: • Increase the percentage of stockholders required in order to cause the Company to call a special meeting of stockholders from 10% of all votes entitled to be cast at such meeting to a majority of all votes entitled to be cast at such meeting; • Add Section 3(b) to the Amended Bylaws, which includes additional procedural and informational requirements relating to a stockholder request to call a special meetings of stockholders; • Eliminate the requirement that the Company make a stockholder list available for inspection at a meeting of stockholders; and • Reduce the maximum number of directors of the Company from 15 to 10.”
Z Squared Inc.: Added Article IV.D to effect a 20-to-1 reverse stock split of common stock, effective 5:00 P.M. Eastern Time on December 30, 2024 (effective 2024-12-30).
“Article IV of the Certificate of Incorporation is hereby amended by adding the following paragraph as a new Article IV.D: “D. Effective as of 5:00 P.M., Eastern Time, on December 30, 2024 (the “Effective Time”), each twenty (20) outstanding shares of the Corporation’s Common Stock, par value $0.0001 per share, shall automatically and without any action on the part of the respective holders thereof be exchanged and combined into one (1) share of Common Stock, par value $0.0001 per share. At the Effective Time, there shall be no change in the number of authorized shares that the Corporation shall have the authority to issue. No fractional shares shall be issued in connection with the exchange. In lieu thereof, any person who holds a fraction of one (1) share of Common Stock after the exchange shall be entitled to receive one (1) share of Common Stock.””
Archer Aviation Inc.: Amended and restated Bylaws to add restrictions on voting, ownership and control by non-U.S. citizens to comply with federal law and DOT requirements (effective 2024-12-26).
“Effective December 26, 2024, the Company amended and restated its Amended and Restated Bylaws (as so amended and restated, the “Bylaws”) as previously approved by the Board earlier this year to provide limits of the voting, ownership and control of the Company by persons who do not meet the definition of “a citizen of the United States,” as such term is defined in 49 U.S.C. § 40102(a)(15) of Subtitle VII of Title 49 of the United States Code, as amended or interpreted by the Department of Transportation, its predecessors or successors, from time to time (“U.S. Citizen”) in order to comply with applicable U.S. law and related requirements of the U.S. Department of Transportation.”
Archer Aviation Inc.: Filed Certificate of Amendment to Amended and Restated Certificate of Incorporation to implement modifications contemplated in Proposals 1 and 3 (effective 2024-12-26).
“On December 26, 2024, following the 2024 Special Meeting of Stockholders (the “Special Meeting”) of Archer Aviation Inc. (the “Company”) held on December 20, 2024, the Company filed a Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation (the "Certificate of Amendment") with the Secretary of State of the State of Delaware to further amend the Company’s Amended and Restated Certificate of Incorporation (the "Certificate of Incorporation") to address the modifications contemplated in Proposals 1 and 3 (as described in Item 5.07 below).”
Iris Acquisition Corp: Amendment to extend the date by which the company must consummate a business combination to March 31, 2025 (subject to an additional three-month extension at the board's discretion) (effective 2024-12-26).
“On December 26, 2024, Iris Acquisition Corp, a Delaware corporation (the “Company”), filed with the Secretary of State of the State of Delaware an amendment to the Company’s amended and restated certificate of incorporation to change the date by which the Company must consummate a business combination to March 31, 2025 (subject to an additional three month extension at the discretion of the Board of Directors of the Company) (the “Extension Amendment”).”
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.