Attached files
| file | filename |
|---|---|
| 8-K - MultiCell Technologies, Inc. | v195818_8k.htm |
| EX-10.1 - MultiCell Technologies, Inc. | v195818_ex10-1.htm |
Exhibit
3.1
CERTIFICATE
OF AMENDMENT TO THE
CERTIFICATE
OF INCORPORATION
OF
MULTICELL
TECHNOLOGIES, INC.
Multicell
Technologies, Inc. (the “Corporation”),
a corporation organized and existing under and by virtue of the General
Corporation Law of the State of Delaware (the “DGCL”),
does hereby certify that:
1. The
name of the Corporation is Multicell Technologies, Inc. The date of
filing of the Corporation’s original Certificate of Incorporation with the
Secretary of State of the State of Delaware was April 28, 1970, under the name
of Exten Ventures, Inc.
2. Pursuant
to Section 242 of the DGCL, this Certificate of Amendment to the
Certificate of Incorporation further amends the provisions of the Corporation’s
Certificate of Incorporation.
3. Pursuant to Section 242 of the DGCL,
the Board of Directors of the Corporation duly adopted resolutions
setting forth the terms and provisions of this Certificate of Amendment to the
Certificate of Incorporation, declaring the terms and provisions of this
Certificate of Amendment to be advisable, and directing that the terms and
provisions of this Certificate of Amendment be submitted to and considered by
the stockholders of the Corporation for approval.
4. The
terms and provisions of this Certificate of Amendment to the Certificate of
Incorporation have been duly approved by vote of stockholders, pursuant to
Section 242 of the DGCL.
5. The first sentence of the first
paragraph of Article Fourth of the Certificate of Incorporation of the
Corporation is hereby amended to read in its entirety as
follows:
"The
total number of shares of stock which this Corporation shall have authority to
issue is 776,000,000 shares, of which 775,000,000 shares are Common Stock of
$0.01 par value per share, and 1,000,000 shares are Preferred Stock of $0.01 par
value per share. The aggregate par value of all such shares having value is
$7,760,000.00.”
IN WITNESS
WHEREOF, Multicell
Technologies, Inc. has caused this Certificate of Amendment to the Certificate
of Incorporation to be signed by its Chief Executive Officer and Chief Financial
Officer, as of the ___ day of September, 2010.
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| W. Gerald Newmin | |||
| Chief Executive Officer, Chief Financial Officer |