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8-K - Mr. Amazing Loans Corpform8-k.htm
EX-3.2 - Mr. Amazing Loans Corpex3-2.htm

 

Exhibit 3.1

 

ARTICLES OF AMENDMENT

TO THE ARTICLES OF INCORPORATION

OF

IEG HOLDINGS CORPORATION

 

(Reverse Stock Split)

 

Pursuant to Section 607.1006 of the Florida Business Corporation Act, IEG HOLDINGS CORPORATION, a Florida corporation (the “Corporation”), hereby amends (“Articles of Amendment”) its amended and restated articles of incorporation, as amended (“Articles”), as follows:

 

A. Reverse Stock Split. Upon the Effective Time (as defined below) of these Articles of Amendment, each one (1) share of the Corporation’s common stock, par value $0.001 per share (“Common Stock”) issued and outstanding immediately prior to the Effective Time will be and hereby is automatically reclassified and changed (without any further act) into one hundredth (1/100) of a validly issued, fully-paid and non-assessable share of Common Stock, without increasing or decreasing the par value thereof, provided that no fractional shares shall be issued in respect of any shares of Common Stock held by any holder in any one account which account has fewer than one hundred (100) shares of Common Stock immediately prior to the Effective Time, and that, instead of issuing such fractional shares, the Corporation shall pay in cash an amount per share equal to the average closing price per share of the Common Stock on the OTCQB, averaged over a period of thirty (30) consecutive calendar days ending on (and including) the date of the Effective Time, without interest.

 

B. Authority to Amend. These Articles of Amendment were adopted by the unanimous consent of the Corporation’s Board of Directors on January 14, 2016 and duly approved by the Corporation’s stockholders on January 14, 2016 as required by law and the Corporation’s Articles. The number of votes cast for the Articles of Amendment by the stockholders was sufficient for approval.

 

C. Effective Time. The foregoing amendment will become effective on March 28, 2016, at 6:00 p.m. (“Effective Time”).

 

IN WITNESS WHEREOF, the undersigned has executed these Articles of Amendment as of February 17, 2016.

 

  IEG HOLDINGS CORPORATION
     
  By: /s/ Paul Mathieson
  Name: Paul Mathieson
  Title: President and Chief Executive Officer