Attached files
Exhibit 3.2
| Delaware | PAGE 1 | |
| The First State |
I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE DO HEREBY CERTIFY THAT THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF CONVERSION OF A CALIFORNIA LIMITED LIABILITY COMPANY UNDER THE NAME OF "GUARDION HEALTH SCIENCES, LLC" TO A DELAWARE CORPORATION, CHANGING ITS NAME FROM "GUARDION HEALTH SCIENCES, LLC" TO "GUARDION HEALTH SCIENCES, INC.", FILED IN THIS OFFICE ON THE THIRTIETH DAY OF JUNE, A. D. 2015, AT 2:22 O'CLOCK P.M.
A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS.
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| /s/ Jeffrey W. Bullock | ||
| Jeffrey W. Bullock, Secretary of State | ||
| 5776811 8100V | AUTHENTICATION: 2519688 | |
| 150993107 | DATE: 07-01-15 |
You may verify this certificate online
at corp.delaware.gov/authver.shtml
| State of Delaware | |
| Secretary of State | |
| Division of Corporations | |
| Delivered 04:09 PM 06/30/2015 | |
| FILED 02:22 PM 06/30/2015 | |
| SRV 150993107 - 5776811 FILE |
STATE OF DELAWARE
CERTIFICATE OF CONVERSION
FROM A LIMITED LIABILITY COMPANY TO A
CORPORATION PURSUANT TO SECTION 265 OF
THE DELAWARE GENERAL CORPORATION LAW
| 1.) | The jurisdiction where the Limited Liability Company first formed is California. |
| 2.) | The jurisdiction immediately prior to filing this Certificate is California. |
| 3.) | The date the Limited Liability Company first formed is December 1, 2009. |
| 4.) | The name of the Limited Liability Company immediately prior to filing this Certificate is Guardion Health Sciences, LLC. |
| 5.) | The name of the Corporation as set forth in the Certificate of Incorporation is Guardion Health Sciences, Inc. |
| 6) | The filing will be effective on June 30, 2015. |
IN WITNESS WHEREOF, the undersigned being duly authorized to sign on behalf of the converting Limited Liability Company have executed this Certificate on the 30 day of June, A.D. 2015.
| By: | /s/ Michael Favish | |
| Name: | Michael Favish | |
| Print or Type | ||
| Title: | Manager | |
| Print or Type |
| CONV-1A | File # 200933710071 | ||
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| State of California | FILED Secretary of State State of California
JUN 30 2015
This Space For Filing Use Only | ||
| Secretary of State | |||
| Certificate of Conversion | |||
| IMPORTANT – Read all instructions before completing this form. | |||
| Converted Entity Information | ||
| 1. | Name of Converted Entity | |
| Guardion Health Sciences, Inc. | ||
| 2. | Form of Entity | 3. Jurisdiction |
| "C" Corporation | DE | |
| 4. | Mailing Address of Chief Executive Office | City | State | Zip Code |
| 15150 Avenue of Science, Suite 200 | San Diego | CA | 92128 | |
| 5. | Street Address of Chief Executive Office - Do not list a P.O. Box | City | State | Zip Code |
| 15150 Avenue of Science, Suite 200 | San Diego | CA | 92128 | |
| 6. | Street Address of the California Office, if any - Do not list a P.O. Box | City | State | Zip Code |
| 15150 Avenue of Science, Suite 200 | San Diego | CA | 92128 |
| 7. | If the converting entity is a California corporation, limited liability company, limited partnership or general partnership, you must designate an agent for service of process: Item 7a: List the name of an individual of a CA registered corporate agent that agrees to be your agent for service of process. You may not list the converted entity as the agent; Item 7b: If the agent is an individual, list the agent's business for residential street address. Do not list an address if the agent is a California registered corporate agent as the address or service of process is already on file; and Item 7c: If the converting entity is a California limited liability company, list the mailing address of the converted entity’s agent, if different from Item 7b, or if the agent is a CA registered corporate agent. |
| a. Name of Agent For Service of Process | |
| Michael Favish |
| b. If an individual, Street Address of Agent for Service of Process - Do not list a P.O. Box | City | State | Zip Code | |
| 15150 Avenue of Science, Suite 200 | San Diego | CA 92128 | ||
| c. Mailing Address of Agent for Service of Process | City | State | Zip Code | |
| 15150 Avenue of Science, Suite 200 | San Diego | CA 92128 |
| Converting Entity Information |
| 8. | Name of Converting Entity |
| Guardion Health Sciences, LLC |
| 9. | Form of Entity | 10. Jurisdiction | 11. CA Secretary of State File Number, if any |
| Limited Liability Company | CA | 200933710071 |
| 12. | The principal terms of the plan of conversion were approved by a vote of the number of interests or shares of each class that equaled or exceeded the vote required. If a vote was required, the following was required for each class: |
| The class and number of outstanding interests entitled to vote. | AND | The percentage vote required of each class. | |
| 1 Member | 100% | ||
| Additional Information | |
| 13. | Additional information set forth on the attached pages, if any, is incorporated herein by this reference and made part of this certificate. |
| 14. | I certify under penalty of perjury under the laws of the State of California that the foregoing is true and correct of my own knowledge. I declare I am the person who executed this instrument, which execution is my act and deed. |
| 6/30/15 | ||
| Date | ||
| /s/ Michael Favish | Michael Favish, Member | |||
| Signature of Authorized Person | Type or Print Name and Title of Authorized Person | |||
| Signature of Authorized Person | Type or Print Name and Title of Authorized Person | |||
| CONV-1A (REV 05/2015) | APPROVED BY SECRETARY OF STATE |
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| I hereby certify that the foregoing | ||
| transcript of 1 page(s) | ||
| is a full, true and correct copy of the | ||
| original record in the custody of the | ||
| California Secretary of State's office. | ||
| Date: | JUL 01 2015 | |
| /s/ Alex Padilla | ||
| ALEX PADILLA, Secretary of State |