Guardion Health Sciences, Inc. - FORM S-1 - EX-3.1 - EXHIBIT 3.1 - February 11, 2016

Attached files

file filename
S-1 - FORM S-1 - Guardion Health Sciences, Inc.v430789_s1.htm
EX-4.5 - EXHIBIT 4.5 - Guardion Health Sciences, Inc.v430789_ex4-5.htm
EX-4.4 - EXHIBIT 4.4 - Guardion Health Sciences, Inc.v430789_ex4-4.htm
EX-4.1 - EXHIBIT 4.1 - Guardion Health Sciences, Inc.v430789_ex4-1.htm
EX-3.4 - EXHIBIT 3.4 - Guardion Health Sciences, Inc.v430789_ex3-4.htm
EX-4.2 - EXHIBIT 4.2 - Guardion Health Sciences, Inc.v430789_ex4-2.htm
EX-3.3 - EXHIBIT 3.3 - Guardion Health Sciences, Inc.v430789_ex3-3.htm
EX-3.2 - EXHIBIT 3.2 - Guardion Health Sciences, Inc.v430789_ex3-2.htm
EX-4.3 - EXHIBIT 4.3 - Guardion Health Sciences, Inc.v430789_ex4-3.htm
EX-10.2 - EXHIBIT 10.2 - Guardion Health Sciences, Inc.v430789_ex10-2.htm
EX-10.1 - EXHIBIT 10.1 - Guardion Health Sciences, Inc.v430789_ex10-1.htm
EX-10.3 - EXHIBIT 10.3 - Guardion Health Sciences, Inc.v430789_ex10-3.htm
EX-23.2 - EXHIBIT 23.2 - Guardion Health Sciences, Inc.v430789_ex23-2.htm
EX-10.4 - EXHIBIT 10.4 - Guardion Health Sciences, Inc.v430789_ex10-4.htm

 

Exhibit 3.1

 

  LLC-1 File# 200933710071

 

State of California

Secretary of State

ENDORSED - FILED

in the office of the Secretary of State

of the State of California

     

LIMITED LIABILITY COMPANY

ARTICLES OF ORGANIZATION

 

DEC 01 2009

 
   
A $70.00 filing fee must accompany this form.  
IMPORTANT – Read instructions before completing this form. This Space For Filing Use Only

 
ENTITY NAME (End the name with the word “Limited Liability Company,” or the abbreviations “LLC” or L.LC.” The words “Limited” and “Company” may be abbreviated to “Ltd.” and “Co.,” respectively.)

1. NAME OF LIMITED LIABILITY COMPANY
   
  P4L HEALTH SCIENCES, LLC
   

 
PURPOSE (The following statement is required by statute and should not be altered.)
 

   
2. THE PURPOSE OF THE LIMITED LIABILITY COMPANY IS TO ENGAGE IN ANY LAWFUL ACT OR ACTIVITY FOR WHICH A LIMITED LIABILITY COMPANY MAY BE ORGANIZED UNDER THE BEVERLY-KILLEA LIMITED LIABILITY COMPANY ACT.

 
 
INITIAL AGENT FOR SERVICE OF PROCESS (If the agent is an individual, the agent must reside in California and both Items 3 and 4 must be completed. If the agent is a corporation, the agent must have on file with the California Secretary of State a certificate pursuant to Corporations Code section 1505 and Item 3 must be completed (leave Item 4 blank).
 

   
3. NAME OF INITIAL AGENT FOR SERVICE OF PROCESS
   
  STEPHEN R. SODEN
   

         
4. IF AN INDIVIDUAL, ADDRESS OF INITIAL AGENT FOR SERVICE OF PROCESS IN CALIFORNIA CITY STATE ZIP CODE
         
  550 West C Street, Suite 1710 San Diego CA 92101
         

 
MANAGEMENT (Check only one)
 

   
5. THE LIMITED LIABILITY COMPANY WILL BE MANAGED BY:
   

  þ ONE MANAGER
  ¨ MORE THAN ONE MANAGER
  ¨ ALL LIMITED LIABILITY COMPANY MEMBER(S)
     

 
ADDITIONAL INFORMATION
 
 

6. ADDITIONAL INFORMATION SET FORTH ON THE ATTACHED PAGES. IF ANY, IS INCORPORATED HEREIN BY THIS REFERENCE AND MADE A PART OF THIS CERTIFICATE.
   

 
EXECUTION
 

   
7. I DECLARE I AM THE PERSON WHO EXECUTED THIS INSTRUMENT. WHICH EXECUTIONS MY ACT AND DEED.
   

  11-30-2009   /s/ Stephen R. Soden  
  DATE   SIGNATURE OF ORGANIZER
       
      Stephen R. Soden
      TYPE OR PRINT NAME OF ORGANIZER
         

APPROVED BY SECRETARY OF STATE

 

  

 

 

 

State of California

Secretary of State

 

I, DEBRA BOWEN, Secretary of State of the State of California, hereby certify:

 

That the attached transcript of 1 page(s) is a full, true and correct copy of the original record in the custody of this office.

 

  IN WITNESS WHEREOF, I execute this certificate and affix the Great Seal of the State of California this day of
 
DEC 04 2009
 

/s/ Debra Bowen

DEBRA BOWEN

Secretary of State

 

  

 

 

 

State of California

Secretary of State

 

I, DEBRA BOWEN, Secretary of State of the State of California, hereby certify:

 

That the attached transcript of 1 page(s) is a full, true and correct copy of the original record in the custody of this office.

 

  IN WITNESS WHEREOF, I execute this certificate and affix the Great Seal of the State of California this day of
 
JAN 13 2010
 

/s/ Debra Bowen

DEBRA BOWEN

Secretary of State

  

Sec/State Form CE-109 (REV 01/2009) OSP 09113843

 

  

 

 

 

State of California

Secretary of State

  
     
     

LIMITED LIABILITY COMPANY

RESTATED ARTICLES OF ORGANIZATION

ENDORSED - FILED

In the office of the Secretary of State

of the State of California

   
A $30.00 filing fee must accompany this form. DEC 31 2009
   
IMPORTANT − Read instructions before completing this form This Space For Filing Use Only

1. SECRETARY OF STATE FILE NUMBER 2.       NAME Of LIMITED LIABILITY compamy:
     
  200933710071 P4L HEALTH SCIENCES, LLC

3. NAME OF LIMITED LIABILITY COMPANY IF DIFFERENT FROM ITEM 2. (END THE NAME WITH THE WORDS “LIMITED LIABILITY COMPANY” OR “LTD, LIABILITY CO.” OR THE ABBREVIATIONS “LLC OR L.L.C.”)
   
  GUARDION HEALTH SCIENCES, LLC
   

4. FUTURE EFFECTIVE DATE, If ANY:
   

  MONTH: DAY: YEAR:

5. THE PURPOSE OF THE LIMITED LIABILITY COMPANY IS TO ENGAGE IN ANY LAWFUL ACT OR ACTIVITY FOR WHICH A LIMITED LIABILITY COMPANY MAY BE ORGANIZED UNDER THE BEVERLY-KILLEA LIMITED LIABILITY COMPANY ACT.
   

6. CHECK THE APPROPRIATE PROVISION BELOW AND NAME TOE AGENT FOR SERVICE OF PROCESS
   

  þ  AN INDIVIDUAL RESIDING IN CALIFORNIA. PROCEED TO ITEM 7
  ¨ A CORPORATION WHICH HAS FILED A CERTIFICATE PURSUANT TO SECTION 1505. PROCEED TO ITEM 8.
     

  AGENT’S NAME: STEPHEN R. SODEN  
       
       

7. CALIFORNIA Address of the agent for service of process. complete only If an individual

   
  ADDRESS 550 WEST C STREET, SUITE 1710

  CITY SAN DIEGO state: CA ZIP CODE: 92101

8. THE LIMITED LIABILITY COMPANY WILL BE MANAGED BY: (CHECK ONE)
   

  þ ONE MANAGER
  ¨ MORE THAN ONE MANAGER
  ¨ ALL LIMITED LIABILITY COMPANY MEMBER(S)

9. OTHER MATTERS TO BE INCLUDED IN THIS CERTIFICATE MAY BE SET FORTH ON SEPARATE ATTACHED PAGES AND ARE MADE A PART OF THIS CERTIFICATE. OTHER MATTERS MAY INCLUDE THE LATEST DATE ON WHICH THE LIMITED LIABILITY IS TO DISSOLVE.
   

10. TOTAL NUMBER OF PAGES ATTACHED, IF ANY:
   

11. IT IS HEREBY DECLARED THAT I AM THE PERSON WHO EXECUTED THIS INSTRUMENT. WHICH EXECUTION IS MY ACT AND DEED.
   

  /s/ Michael Favish   DECEMBER 30, 2009  
  Signature of authoriZed person   DATE  

     
  MICHAEL FAVISH, CEO FOR GUARDION TECHNOLOGIES, INC., MANAGER  
  TYPE OR PRINT NAME AND TITLE OF AUTHORIZED PERSON  
     

12. RETURN TO:
   

  NAME STEPHEN R. SODEN  
  FIRM SODEN & STEINBERGER, LLP
  ADDRESS 650 WEST C STREET, SUITE 1710
  CITY/STATE SAN DIEGO, CALIFORNIA
  ZIP CODE 92101

 

SEC/state form LLC-10 (Rev. 03/2005) - Filing fee $30.00 Approved by secretary of state

 

 

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