TENAX THERAPEUTICS, INC. - FORM 8-K - EX-3.6 - CERTIFICATE OF ELIMINATION OF THE SERIES E CONVERTIBLE PREFERRED STOCK - February 27, 2015

Attached files

file filename
8-K - CURRENT REPORT - TENAX THERAPEUTICS, INC.tenx_8k.htm
EX-3.5 - CERTIFICATE OF ELIMINATION OF THE SERIES D 8% CONVERTIBLE PREFERRED STOCK - TENAX THERAPEUTICS, INC.tenx_ex35.htm
EX-3.1 - CERTIFICATE OF ELIMINATION OF THE SERIES A PREFERRED STOCK - TENAX THERAPEUTICS, INC.tenx_ex31.htm
EX-3.4 - CERTIFICATE OF ELIMINATION OF THE SERIES C 8% CONVERTIBLE PREFERRED STOCK - TENAX THERAPEUTICS, INC.tenx_ex34.htm
EX-3.2 - CERTIFICATE OF ELIMINATION OF THE SERIES B-1 CONVERTIBLE PREFERRED STOCK - TENAX THERAPEUTICS, INC.tenx_ex32.htm
EX-3.3 - CERTIFICATE OF ELIMINATION OF THE SERIES B-2 CONVERTIBLE PREFERRED STOCK - TENAX THERAPEUTICS, INC.tenx_ex33.htm
Exhibit 3.6
 
 

 
CERTIFICATE OF ELIMINATION OF THE
SERIES E CONVERTIBLE PREFERRED STOCK OF
TENAX THERAPEUTICS, INC.
 
(Pursuant to Section 151(g) of the General Corporation Law of the State of Delaware)
 
Tenax Therapeutics, Inc., a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), certifies as follows:
 
FIRST: The Certificate of Designations filed on November 13, 2013 (the “Series E Certificate of Designations”) and constituting part of the Certificate of Incorporation authorizes the issuance of 32,992 shares of preferred stock of the Corporation, par value $0.0001 per share, designated as Series E Preferred Stock (the “Series E Preferred Stock”).
 
SECOND: Pursuant to the provisions of Section 151(g) of the General Corporation Law of the State of Delaware (the “DGCL”), the Board of Directors of the Corporation adopted the following resolutions:
 
RESOLVED, that none of the authorized shares of the Series E Preferred Stock are outstanding and none of the authorized shares of such series of preferred stock will be issued subject to the Certificates of Designations; and
 
RESOLVED, that the proper offices of the Company be, and they hereby are, severally authorized and directed to execute a Certificate of Elimination as provided by Section 151(g) of the DGCL in accordance with Section 103 of the DGCL, substantially in the form attached as an exhibit to these resolutions, with such changes therein as the officers executing the Certificate of Elimination may approve and as are permitted by the DGCL to be made by such officer, such approval to be conclusively evidenced by their execution of such Certificate of Elimination, and to file the same forthwith in the Office of the Secretary of State of the State of Delaware, and when such Certificate of Elimination becomes effective, all matters set forth in the Series E Certificate of Designations with respect to the Series E Preferred Stock shall be eliminated from the Certificate of Incorporation and the shares of the Series E Preferred Stock shall resume the status of authorized and unissued shares of preferred stock of the Corporation, without designation as to series.
 
THIRD: Pursuant to the provisions of Section 151(g) of the DGCL, all matters set forth in the Series E Certificate of Designations with respect to the Series E Preferred Stock hereby are eliminated from the Certificate of Incorporation, and the shares that were designated to such series hereby are returned to the status of authorized but unissued shares of preferred stock of the Corporation, without designation as to series.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Elimination to be signed this 23rd day of February, 2015.

   
TENAX THERAPEUTICS, INC.
 
   
 
 By:
 /s/ John Kelley
 
 Name:
John Kelley
 
 Title:
Chief Executive Officer
     
     

TENAX THERAPEUTICS, INC. Reports