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8-K - FORM 8-K - Predictive Oncology Inc.v392122_8-k.htm

 

 

Exhibit 3.1

 

CERTIFICATE OF AMENDMENT
TO THE CERTIFICATE OF INCORPORATION
OF
SKYLINE MEDICAL INC.
(A Delaware Corporation)

 

Pursuant to Section 242 of the Delaware General Corporation Law, the undersigned, being the Chief Executive Officer of Skyline Medical Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), does hereby certify that the following resolutions were adopted by the Corporation’s Board of Directors and its stockholders as hereinafter described:

 

RESOLVED: Section 4.1 of the Certificate of Incorporation, as amended, of this Corporation is hereby amended and replaced with the following:

 

4.1 The total number of shares of stock that the Corporation shall have authority to issue is (10,666,667) shares of common stock, having a par value of one cent ($0.01) per share (“Common Stock”); and 10,000,000 shares of preferred stock, with a par value of one cent ($0.01) per share (“Preferred Stock”).

 

FURTHER RESOLVED: Section 4 of the Certificate of Incorporation, as amended, of this Corporation is hereby amended by adding the following:

 

4.4 On the date of effective date of this Certificate of Amendment, the Corporation will effect a reverse stock split (the “Reverse Stock Split”) of its outstanding Common Stock pursuant to which every Seventy Five (75) issued and outstanding shares of the Corporation’s Common Stock, par value $0.01 (the “Old Common Stock”) shall be reclassified and converted into one (1) validly issued, fully paid and non-assessable shares of Common Stock, par value $0.01 (the “New Common Stock”). Each certificate representing shares of Old Common Stock shall thereafter represent the number of shares of New Common Stock into which the shares of Old Common Stock represented by such certificate were reclassified and converted hereby. No fractional shares of the Corporation’s Common Stock shall be issued as a result of the Reverse Stock Split. If the Reverse Stock Split would result in the issuance of any fractional share, the Corporation shall issue one whole share in lieu of the fractional share.

 

 
 

 

 

FURTHER RESOLVED: That the effective date of this Certificate of Amendment shall be October 24, 2014.

 

The foregoing resolutions and this Certificate of Amendment were adopted by the Reverse Stock Committee, pursuant to a Written Action dated October 15, 2014, as appointed and authorized the Board of Directors of the Corporation pursuant to a written consent dated August 19, 2013 of the directors of the Corporation, in accordance with Section 141 of the Delaware General Corporation Law, and of holders of a majority of the outstanding shares of the Corporation’s voting stock, in accordance with Section 228 of the Delaware General Corporation Law.

 

IN WITNESS WHEREOF, the undersigned, being the Chief Executive Officer of this Corporation, has executed this Certificate of Amendment to the Corporation’s Certificate of Incorporation, as amended, as of October 20, 2014.

 

 

  Skyline Medical Inc.
   
  By: /s/ Joshua Kornberg
    Joshua Kornberg, Chief Executive Officer