Attached files
| file | filename |
|---|---|
| S-1/A - CorMedix Inc. | v177841_s1a.htm |
| EX-1.1 - CorMedix Inc. | v177841_ex1-1.htm |
| EX-4.5 - CorMedix Inc. | v177841_ex4-5.htm |
| EX-4.4 - CorMedix Inc. | v177841_ex4-4.htm |
| EX-4.2 - CorMedix Inc. | v177841_ex4-2.htm |
| EX-5.1 - CorMedix Inc. | v177841_ex5-1.htm |
| EX-4.1 - CorMedix Inc. | v177841_ex4-1.htm |
| EX-4.3 - CorMedix Inc. | v177841_ex4-3.htm |
| EX-23.1 - CorMedix Inc. | v177841_ex23-1.htm |
Exhibit
3.5
CERTIFICATE
OF AMENDMENT
OF
THE
AMENDED
AND RESTATED
CERTIFICATE
OF INCORPORATION
OF
CORMEDIX
INC.
(Pursuant
to Section 242 of the
General
Corporation Law of the State of Delaware)
______________________________________________________
CORMEDIX
INC. (the “Corporation”), a corporation organized and existing under and by
virtue of the provisions of the General Corporation Law of the State of Delaware
(the “DGCL”),
DOES
HEREBY CERTIFY:
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1.
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The
name of the Corporation is CorMedix
Inc.
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2.
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The
Corporation’s Amended and Restated Certificate of Incorporation is hereby
amended by adding the following paragraph at the bottom of Article
FOURTH:
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Effective
at 5:00 p.m. (Eastern Time) on the date of filing of this Certificate of
Amendment of the Corporation’s Amended and Restated Certificate of
Incorporation with the Secretary of State of the State of Delaware (the
“Effective Time”), each 7.836 shares of the Corporation’s Series A Common
Stock, $0.001 par value per share, issued and outstanding immediately
prior to the Effective Time (the “Old Common Stock”) shall automatically
and without any action on the part of the respective holders thereof be
combined and reclassified into one (1) share of Series A Common Stock,
$0.001 par value per share (the “New Common Stock”) (and such combination
and reclassification, the “Reverse Stock
Split”). Notwithstanding the immediately preceding sentence, no
fractional shares of New Common Stock shall be issued in connection with
the Reverse Stock Split and the corporation shall not recognize on its
stock record books any purported transfer of any fractional share of New
Common Stock. In lieu of issuing fractional shares in
connection with the Reverse Stock Split, each holder shall be issued one
full share of New Common Stock. Each stock certificate that
immediately prior to the Effective Time represented shares of Old Common
Stock shall, from and after the Effective Time, automatically and without
the necessity of presenting the same for exchange, represent that number
of whole shares of New Common Stock into which the shares of Old Common
Stock represented by such certificate shall have been reclassified;
provided, however, that each holder of record of a certificate that
represented shares of Old Common Stock shall receive upon surrender of
such certificate a new certificate representing the number of whole shares
of New Common Stock into which the shares of Old Common Stock represented
by such certificate shall have been reclassified. From and
after the Effective Time, the term “New Common Stock” as used in this
paragraph shall mean Series A Common Stock as otherwise used in this
Amended and Restated Certificate of
Incorporation.
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3.
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The
foregoing amendment to the Amended and Restated Certificate of
Incorporation of the Corporation was duly approved by the Board of
Directors and the stockholders of the Corporation in accordance with the
provisions of Sections 228 and 242 of the
DGCL.
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IN
WITNESS WHEREOF, this Certificate of Amendment has been executed by a duly
authorized officer of the Corporation on this 24th day of
February, 2010.
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CORMEDIX
INC.
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By:
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/s/
John C. Houghton
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Name:
John C. Houghton
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Title:
President and Chief Executive Officer
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