ORGANOVO HOLDINGS, INC. - FORM 8-K - EX-2.3 - CERTIFICATE OF MERGER AS FILED WITH THE DELAWARE SECRETARY OF STATE EFFECTIVE JANUARY 30, 2012 - February 3, 2012

Attached files

file filename
8-K - CURRENT REPORT - ORGANOVO HOLDINGS, INC.f8k013012_organovo.htm
EX-3.1 - CERTIFICATE OF INCORPORATION OF ORGANOVO HOLDINGS, INC., A DELAWARE CORPORATION, AS FILED WITH THE DELAWARE SECRETARY OF STATE EFFECTIVE JANUARY 27, 2012 - ORGANOVO HOLDINGS, INC.f8k013012ex3i_organovo.htm
EX-2.2 - AGREEMENT AND PLAN OF MERGER, DATED AS OF JANUARY 30, 2012, BETWEEN ORGANOVO HOLDINGS, INC., A NEVADA CORPORATION, AND ORGANOVO HOLDINGS, INC., A DELAWARE CORPORATION - ORGANOVO HOLDINGS, INC.f8k013012ex2ii_organovo.htm
EX-2.4 - ARTICLES OF MERGER AS FILED WITH THE NEVADA SECRETARY OF STATE EFFECTIVE JANUARY 30, 2012 - ORGANOVO HOLDINGS, INC.f8k013012ex2iv_organovo.htm
EX-3.2 - BYLAWS OF ORGANOVO HOLDINGS, INC., A DELAWARE CORPORATION - ORGANOVO HOLDINGS, INC.f8k013012ex3ii_organovo.htm
EX-2.1 - ARTICLES OF MERGER AS FILED WITH THE NEVADA SECRETARY OF STATE EFFECTIVE DECEMBER 28, 2011 - ORGANOVO HOLDINGS, INC.f8k013012ex2i_organovo.htm
Exhibit 2.3
 
 
Delaware
PAGE 1

The First State
 
I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF MERGER, WHICH MERGES:
"ORGANOVO HOLDINGS, INC.", A NEVADA CORPORATION, WITH AND INTO "ORGANOVO HOLDINGS, INC." UNDER THE NAME OF "ORGANOVO HOLDINGS, INC.", A CORPORATION ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE OF DELAWARE, AS RECEIVED AND FILED IN THIS OFFICE THE THIRTIETH DAY OF JANUARY, A.D. 2012, AT 5:31 O'CLOCK P.M.
A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS.
 
5101595 8100M
 
120102073
    
You may verify this certificate online at corp.delaware.gov/authver.shtml
  
 
 
1
 
 
State of Delaware
Secretary of State
Division of Corporations
Delivered 05:31 PM 01/30/2012
FILED 05:31 PM 01/30/2012
SRV 120102073 - 5101595 FILE
      
 
CERTIFICATE OF MERGER
 
OF
 
ORGANOVO HOLDINGS, INC.
 
a Nevada corporation
 
INTO
 
ORGANOVO HOLDINGS, INC.
 
a Delaware corporation
 
Pursuant to Title 8, Section 252 of the Delaware General Corporation Law, the undersigned corporation executed the following Certificate of Merger:
 
FIRST: The name of the surviving corporation is Organovo Holdings, Inc., a Delaware corporation, and the name of the corporation being merged into this surviving corporation is Organovo Holdings, Inc., a Nevada corporation.
 
SECOND: The agreement of merger has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations pursuant to Title 8 Section 252 of the General Corporation Law of the State of Delaware.
 
THIRD: The name of the surviving corporation is Organovo Holdings, Inc., a Delaware corporation.
 
FOURTH: The Certificate of Incorporation of the surviving corporation shall be its Certificate of Incorporation.
 
FIFTH: The authorized stock and par value of the non-Delaware corporation is 100,000,000 shares of common stock, par value $0.0001 per share, and 10,000,000 blank check shares of preferred stock, par value $0.0001 per share.
 
SIXTH: The merger is to become effective on January 30, 2012.
 
SEVENTH: The agreement of merger is on file at the principal office of the survivor: c/o Organovo Holdings, Inc. at 710 Wellingham Drive, Durham, NC 27713.
 
EIGHTH: A copy of the agreement of merger will be furnished by the surviving corporation on request, without cost, to any stockholder of the constituent corporations.
 
 
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IN WITNESS WHEREOF, said surviving corporation has caused this certificate to be signed by an authorized officer, the 30 day of January, 2012.
 
 
ORGANOVO HOLDINGS, INC.
  
       
 
By:
 
 
Name:
Deborah Lovig  
  Title : President  
 
 
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ORGANOVO HOLDINGS, INC. Reports