{"schema_version":"secwatch.filing_event.v1","accession":"0001104659-25-102361","form_type":"8-K","ticker":"RNAZ","cik":"0001829635","company_name":"Transcode Therapeutics, Inc.","filed_at":"2025-10-27T23:59:59+00:00","discovered_at":"2026-05-14T18:02:40.670856+00:00","generated_at":"2026-05-17T02:12:57.781877+00:00","sec_items":["3.03","5.03","9.01"],"event_type":"other_material","sentiment":"neutral","materiality_score":0.45,"calibrated_materiality_score":0.45,"confidence":"high","headline":"TransCode amends preferred stock terms: caps conversion at 19.9% of Oct 8 common, removes delisting conversion right","bullets":["Filed Amended and Restated Certificate of Designation for Series A and B Preferred on Oct 27, 2025.","Caps aggregate conversion at 19.9% of common outstanding as of Oct 8, 2025, per Nasdaq listing rules.","Removed holders' right to convert preferred into common upon delisting from Nasdaq.","Amendment approved by majority of preferred holders and board; no new shares issued.","Expects proxy statement for conversion approval and change-of-control proposals under Nasdaq rules."],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-25-102361","json":"https://secwatch.observer/filing/0001104659-25-102361.json","markdown":"https://secwatch.observer/filing/0001104659-25-102361.md","text":"https://secwatch.observer/filing/0001104659-25-102361.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1829635/000110465925102361/0001104659-25-102361-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1829635/000110465925102361/tm2529461d1_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-17T02:12:57.781877+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"ed3cd3e5dcfda2e34740a24d6aecb2181a433952","claim":"Transcode Therapeutics, Inc.: Amended Section 6.1.1 of the Certificate of Designation to clarify conversion limits and removed the holder's right to convert Preferred Stock into Common Stock upon delisting from Nasdaq (effective 2025-10-27).","evidence_excerpt":"The Amended and Restated Certificate of Designation amended Section 6.1.1 of the Prior Certificate to clarify that for as long as the Purchase Agreement remains in effect and for as long as any shares of Preferred Stock remain outstanding, prior to receipt by the Company of the stockholders’ approval of the conversion of the applicable series of Preferred Stock into shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), in accordance with the listing rules of the Nasdaq Stock Market, as set forth in the Purchase Agreement, the Company shall not issue pursuant to the Purchase Agreement and Section 6.1.1 of the Amended and Restated Certificate of Designation more than an aggregate of 19.9% of the Common Stock outstanding as of October 8, 2025. In addition, the Amended and Restated Certificate of Designation removed the ability of a holder of Preferred Stock to convert, at the option of such holder, the Preferred Stock into Common Stock in the event of a delis","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1829635/000110465925102361/0001104659-25-102361-index.htm","confidence":0.9}],"comparable_filings":[{"accession":"0001628280-26-039465","ticker":"IOT","company_name":"Samsara Inc.","filed_at":"2026-06-01T20:07:41+00:00","headline":"Samsara Inc. reincorporates from Delaware to Nevada, effective June 1, 2026","event_type":"other_material","sec_items":["3.03","5.03","9.01"],"materiality_score":0.45,"calibrated_materiality_score":0.45,"match_reasons":["same fact type: governance_change","same SEC item: 3.03, 5.03, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001628280-26-039465","json":"https://secwatch.observer/filing/0001628280-26-039465.json","markdown":"https://secwatch.observer/filing/0001628280-26-039465.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1642896/000162828026039465/0001628280-26-039465-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1642896/000162828026039465/iot-20260601.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"The Amended and Restated Certificate of Designation amended Section 6.1.1 of the Prior Certificate to clarify that for as long as the Purchase Agreement remains in effect and for as long as any shares of Preferred Stock remain outstanding, prior to receipt by the Company of the stockholders’ approval of the conversion of the applicable series of Preferred Stock into shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), in accordance with the listing rules of the Nasdaq Stock Market, as set forth in the Purchase Agreement, the Company shall not issue pursuant to the Purchase Agreement and Section 6.1.1 of the Amended and Restated Certificate of Designation more than an aggregate of 19.9% of the Common Stock outstanding as of October 8, 2025. In addition, the Amended and Restated Certificate of Designation removed the ability of a holder of Preferred Stock to convert, at the option of such holder, the Preferred Stock into Common Stock in the event of a delis","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1829635/000110465925102361/0001104659-25-102361-index.htm","comparable_excerpt":"the reincorporation of the Company from the State of Delaware to the State of Nevada (the “Reincorporation”) became effective on June 1, 2026, at 12:02 a.m. Pacific Time","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1642896/000162828026039465/0001628280-26-039465-index.htm"}},{"accession":"0001193125-26-215756","ticker":"GIG","company_name":"GigCapital7 Corp.","filed_at":"2026-05-11T23:59:59+00:00","headline":"GigCapital7 domestication from Cayman Islands to Delaware effective May 8 after shareholder vote","event_type":"other_material","sec_items":["3.03","5.03","9.01"],"materiality_score":0.5,"calibrated_materiality_score":0.5,"match_reasons":["same fact type: governance_change","same SEC item: 3.03, 5.03, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-215756","json":"https://secwatch.observer/filing/0001193125-26-215756.json","markdown":"https://secwatch.observer/filing/0001193125-26-215756.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/2023730/000119312526215756/0001193125-26-215756-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2023730/000119312526215756/d72988d8k.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"The Amended and Restated Certificate of Designation amended Section 6.1.1 of the Prior Certificate to clarify that for as long as the Purchase Agreement remains in effect and for as long as any shares of Preferred Stock remain outstanding, prior to receipt by the Company of the stockholders’ approval of the conversion of the applicable series of Preferred Stock into shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), in accordance with the listing rules of the Nasdaq Stock Market, as set forth in the Purchase Agreement, the Company shall not issue pursuant to the Purchase Agreement and Section 6.1.1 of the Amended and Restated Certificate of Designation more than an aggregate of 19.9% of the Common Stock outstanding as of October 8, 2025. In addition, the Amended and Restated Certificate of Designation removed the ability of a holder of Preferred Stock to convert, at the option of such holder, the Preferred Stock into Common Stock in the event of a delis","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1829635/000110465925102361/0001104659-25-102361-index.htm","comparable_excerpt":"On May 8, 2026, GigCapital7 effectuated the Domestication by filing (i) a voluntary declaration pursuant to Section 206(3) of the Companies Act (revised) of the Acts of the Cayman Islands, (ii) a certificate of corporate domestication with the Secretary of State of the State of Delaware (the “ DE SoS ”), and (iii) an interim certificate of incorporation with the DE SoS (the “ Domesticated GigCapital7 Charter ”). Domesticated GigCapital7 also adopted bylaws (the “ Domesticated GigCapital7 Bylaws ” and together with the Domesticated GigCapital7 Charter, the “ Domesticated GigCapital7 Governing Documents ”) in connection with the Domestication.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/2023730/000119312526215756/0001193125-26-215756-index.htm"}},{"accession":"0001062993-26-002388","ticker":"WAMFF","company_name":"Alaska Silver Corp.","filed_at":"2026-05-07T23:59:59+00:00","headline":"Alaska Silver simplifies capital structure, eliminates dual-class shares","event_type":"other_material","sec_items":["3.03","5.03","7.01","9.01"],"materiality_score":0.6,"calibrated_materiality_score":0.6,"match_reasons":["same fact type: governance_change","same SEC item: 3.03, 5.03, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001062993-26-002388","json":"https://secwatch.observer/filing/0001062993-26-002388.json","markdown":"https://secwatch.observer/filing/0001062993-26-002388.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1893899/000106299326002388/0001062993-26-002388-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1893899/000106299326002388/form8k.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"The Amended and Restated Certificate of Designation amended Section 6.1.1 of the Prior Certificate to clarify that for as long as the Purchase Agreement remains in effect and for as long as any shares of Preferred Stock remain outstanding, prior to receipt by the Company of the stockholders’ approval of the conversion of the applicable series of Preferred Stock into shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), in accordance with the listing rules of the Nasdaq Stock Market, as set forth in the Purchase Agreement, the Company shall not issue pursuant to the Purchase Agreement and Section 6.1.1 of the Amended and Restated Certificate of Designation more than an aggregate of 19.9% of the Common Stock outstanding as of October 8, 2025. In addition, the Amended and Restated Certificate of Designation removed the ability of a holder of Preferred Stock to convert, at the option of such holder, the Preferred Stock into Common Stock in the event of a delis","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1829635/000110465925102361/0001104659-25-102361-index.htm","comparable_excerpt":"On May 6, 2026, the Board of Directors of Alaska Silver Corp. (the \"Company\"), approved an amendment (the \"Amendment\") to the Company's Articles of the Company to eliminate its dual-class share structure by (i) eliminating its proportionate voting share class and (ii) reidentifying its subordinate voting share class as the class of \"Common Shares,\" no par value, of which the Company shall be authorized to issue an unlimited number of Common Shares.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1893899/000106299326002388/0001062993-26-002388-index.htm"}},{"accession":"0001193125-26-211978","ticker":"JPM","company_name":"JPMORGAN CHASE & CO","filed_at":"2026-05-07T23:59:59+00:00","headline":"JPMorgan issues $3B of 6.100% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series PP","event_type":"other_material","sec_items":["3.03","5.03","8.01","9.01"],"materiality_score":0.5,"calibrated_materiality_score":0.5,"match_reasons":["same fact type: governance_change","same SEC item: 3.03, 5.03, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-211978","json":"https://secwatch.observer/filing/0001193125-26-211978.json","markdown":"https://secwatch.observer/filing/0001193125-26-211978.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/19617/000119312526211978/0001193125-26-211978-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/19617/000119312526211978/d903351d8k.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"The Amended and Restated Certificate of Designation amended Section 6.1.1 of the Prior Certificate to clarify that for as long as the Purchase Agreement remains in effect and for as long as any shares of Preferred Stock remain outstanding, prior to receipt by the Company of the stockholders’ approval of the conversion of the applicable series of Preferred Stock into shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), in accordance with the listing rules of the Nasdaq Stock Market, as set forth in the Purchase Agreement, the Company shall not issue pursuant to the Purchase Agreement and Section 6.1.1 of the Amended and Restated Certificate of Designation more than an aggregate of 19.9% of the Common Stock outstanding as of October 8, 2025. In addition, the Amended and Restated Certificate of Designation removed the ability of a holder of Preferred Stock to convert, at the option of such holder, the Preferred Stock into Common Stock in the event of a delis","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1829635/000110465925102361/0001104659-25-102361-index.htm","comparable_excerpt":"On May 6, 2026, the Company filed a Certificate of Designations, Powers, Preferences and Rights with the Secretary of State of the State of Delaware, establishing the rights, preferences, privileges, qualifications, restrictions and limitations relating to the Series PP Preferred Stock","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/19617/000119312526211978/0001193125-26-211978-index.htm"}},{"accession":"0001829126-26-004744","ticker":"KALA","company_name":"KALA BIO, Inc.","filed_at":"2026-05-07T23:59:59+00:00","headline":"KALA BIO announces 1-for-50 reverse stock split effective May 8, 2026","event_type":"other_material","sec_items":["3.03","5.03","8.01","9.01"],"materiality_score":0.5,"calibrated_materiality_score":0.5,"match_reasons":["same fact type: governance_change","same SEC item: 3.03, 5.03, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001829126-26-004744","json":"https://secwatch.observer/filing/0001829126-26-004744.json","markdown":"https://secwatch.observer/filing/0001829126-26-004744.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1479419/000182912626004744/0001829126-26-004744-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1479419/000182912626004744/kalabio_8k.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"The Amended and Restated Certificate of Designation amended Section 6.1.1 of the Prior Certificate to clarify that for as long as the Purchase Agreement remains in effect and for as long as any shares of Preferred Stock remain outstanding, prior to receipt by the Company of the stockholders’ approval of the conversion of the applicable series of Preferred Stock into shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), in accordance with the listing rules of the Nasdaq Stock Market, as set forth in the Purchase Agreement, the Company shall not issue pursuant to the Purchase Agreement and Section 6.1.1 of the Amended and Restated Certificate of Designation more than an aggregate of 19.9% of the Common Stock outstanding as of October 8, 2025. In addition, the Amended and Restated Certificate of Designation removed the ability of a holder of Preferred Stock to convert, at the option of such holder, the Preferred Stock into Common Stock in the event of a delis","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1829635/000110465925102361/0001104659-25-102361-index.htm","comparable_excerpt":"On May 7, 2026, KALA BIO, Inc. (the “ Company ”) filed a Certificate of Amendment (the “ Certificate of Amendment ”) to the Company’s Restated Certificate of Incorporation (as amended, the “ Certificate of Incorporation ”) with the Secretary of State of Delaware to effect a 1-for-50 reverse stock split of the shares of the Company’s common stock, par value $0.001 per share (the “ Common Stock ”), either issued and outstanding or held by the Company as treasury stock, effective as of 4:05 p.m. (Delaware time) on May 8, 2026 (the “ Reverse Stock Split ”).","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1479419/000182912626004744/0001829126-26-004744-index.htm"}},{"accession":"0001104659-26-055632","ticker":"ENZN","company_name":"Viskase Holdings, Inc.","filed_at":"2026-05-05T23:59:59+00:00","headline":"Viskase Holdings adopts Section 382 Rights Plan to protect NOL assets; threshold at 4.9%","event_type":"other_material","sec_items":["1.01","3.03","5.03","7.01","9.01"],"materiality_score":0.55,"calibrated_materiality_score":0.55,"match_reasons":["same fact type: governance_change","same SEC item: 3.03, 5.03, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-055632","json":"https://secwatch.observer/filing/0001104659-26-055632.json","markdown":"https://secwatch.observer/filing/0001104659-26-055632.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/727510/000110465926055632/0001104659-26-055632-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/727510/000110465926055632/tm2613382d1_8k.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"The Amended and Restated Certificate of Designation amended Section 6.1.1 of the Prior Certificate to clarify that for as long as the Purchase Agreement remains in effect and for as long as any shares of Preferred Stock remain outstanding, prior to receipt by the Company of the stockholders’ approval of the conversion of the applicable series of Preferred Stock into shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), in accordance with the listing rules of the Nasdaq Stock Market, as set forth in the Purchase Agreement, the Company shall not issue pursuant to the Purchase Agreement and Section 6.1.1 of the Amended and Restated Certificate of Designation more than an aggregate of 19.9% of the Common Stock outstanding as of October 8, 2025. In addition, the Amended and Restated Certificate of Designation removed the ability of a holder of Preferred Stock to convert, at the option of such holder, the Preferred Stock into Common Stock in the event of a delis","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1829635/000110465925102361/0001104659-25-102361-index.htm","comparable_excerpt":"In connection with the adoption of the Section 382 Rights Agreement, the Board approved a Certificate of Designation of Series A-2 Junior Participating Preferred Stock of Viskase Holdings, Inc. (the “Certificate of Designation”). The Certificate of Designation was filed with the Secretary of the State of Delaware on May 5, 2026.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/727510/000110465926055632/0001104659-26-055632-index.htm"}},{"accession":"0001628280-26-030618","ticker":"AAWH","company_name":"Ascend Wellness Holdings, Inc.","filed_at":"2026-05-05T23:59:59+00:00","headline":"Ascend Wellness Holdings completes Class B conversion and annual meeting","event_type":"other_material","sec_items":["3.03","5.03","5.07","9.01"],"materiality_score":0.6,"calibrated_materiality_score":0.6,"match_reasons":["same fact type: governance_change","same SEC item: 3.03, 5.03, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001628280-26-030618","json":"https://secwatch.observer/filing/0001628280-26-030618.json","markdown":"https://secwatch.observer/filing/0001628280-26-030618.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1756390/000162828026030618/0001628280-26-030618-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1756390/000162828026030618/aawh-20260429.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"The Amended and Restated Certificate of Designation amended Section 6.1.1 of the Prior Certificate to clarify that for as long as the Purchase Agreement remains in effect and for as long as any shares of Preferred Stock remain outstanding, prior to receipt by the Company of the stockholders’ approval of the conversion of the applicable series of Preferred Stock into shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), in accordance with the listing rules of the Nasdaq Stock Market, as set forth in the Purchase Agreement, the Company shall not issue pursuant to the Purchase Agreement and Section 6.1.1 of the Amended and Restated Certificate of Designation more than an aggregate of 19.9% of the Common Stock outstanding as of October 8, 2025. In addition, the Amended and Restated Certificate of Designation removed the ability of a holder of Preferred Stock to convert, at the option of such holder, the Preferred Stock into Common Stock in the event of a delis","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1829635/000110465925102361/0001104659-25-102361-index.htm","comparable_excerpt":"On May 5, 2026, the Company filed a Certificate of Retirement with the Secretary of State of the State of Delaware (the “Certificate of Retirement”) to effect the retirement of the 65,000 shares of Class B Common Stock that were issued but no longer outstanding following the Conversion. Pursuant to Section 243(b) of the DGCL, upon its effectiveness, the Certificate of Retirement had the effect of amending the Certificate of Incorporation to reduce the total number of authorized shares of common stock of the Company by 65,000, to 750,035,000, and to reduce the number of authorized shares of Class B Common Stock by 65,000, to 35,000.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1756390/000162828026030618/0001628280-26-030618-index.htm"}},{"accession":"0001193125-26-201556","ticker":"LNTH","company_name":"Lantheus Holdings, Inc.","filed_at":"2026-05-01T23:59:59+00:00","headline":"Lantheus shareholders approve board declassification and amended equity plan with 2M additional shares","event_type":"other_material","sec_items":["3.03","5.03","5.02","5.07","9.01"],"materiality_score":0.6,"calibrated_materiality_score":0.6,"match_reasons":["same fact type: governance_change","same SEC item: 3.03, 5.03, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-201556","json":"https://secwatch.observer/filing/0001193125-26-201556.json","markdown":"https://secwatch.observer/filing/0001193125-26-201556.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1521036/000119312526201556/0001193125-26-201556-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1521036/000119312526201556/d16067d8k.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"The Amended and Restated Certificate of Designation amended Section 6.1.1 of the Prior Certificate to clarify that for as long as the Purchase Agreement remains in effect and for as long as any shares of Preferred Stock remain outstanding, prior to receipt by the Company of the stockholders’ approval of the conversion of the applicable series of Preferred Stock into shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), in accordance with the listing rules of the Nasdaq Stock Market, as set forth in the Purchase Agreement, the Company shall not issue pursuant to the Purchase Agreement and Section 6.1.1 of the Amended and Restated Certificate of Designation more than an aggregate of 19.9% of the Common Stock outstanding as of October 8, 2025. In addition, the Amended and Restated Certificate of Designation removed the ability of a holder of Preferred Stock to convert, at the option of such holder, the Preferred Stock into Common Stock in the event of a delis","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1829635/000110465925102361/0001104659-25-102361-index.htm","comparable_excerpt":"On April 30, 2026, the Company filed a Certificate of Amendment (the “ Certificate of Amendment ”) to its Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware effecting an amendment to declassify the Company’s Board of Directors over a three-year period.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1521036/000119312526201556/0001193125-26-201556-index.htm"}}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}