Stark Novus Financial Inc.: charter amendment declared null and void

What happened

• The filing says the company filed the Certificate of Correction with the Delaware Secretary of State on Oct 20, 2026 to the Charter Amendment to declare the Charter Amendment null and void ab initio. The company had previously filed the Charter Amendment on Dec 15, 2025 following the 2025 Annual Meeting. Because the requisite vote was not obtained, the Certificate of Incorporation remains unchanged and in effect.

Key details

• The Charter Amendment was filed Dec 15, 2025 and the Certificate of Correction was filed Oct 20, 2026.
• At the 2025 Annual Meeting, approximately 91% of votes cast voted in favor of the Charter Amendment, but it did not receive the vote of at least a majority of the outstanding stock entitled to vote thereon.
• The filing states that the NOL Protective Provisions apply to any person or group that would beneficially own, directly or indirectly, 4.5% or more of all issued and outstanding capital stock of the company.
• The filing states the expiration date of the NOL Protective Provisions is the date of the company’s annual meeting of stockholders to be held during calendar year 2027.

Why it may matter

• This Form 8-K reports Item 5.03 (amendments to articles of incorporation or bylaws) and Item 5.07 (submission of matters to a vote of security holders); Item 5.03 covers the filing of the Certificate of Correction and Item 5.07 covers the vote at the 2025 Annual Meeting. The filing does not show why the company acted.