Attached files
| file | filename |
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| EX-99.1 - PRESS RELEASE - root9B Holdings, Inc. | rtnb_ex991.htm |
| EX-3.2 - SECOND AMENDED AND RESTATED BYLAWS - root9B Holdings, Inc. | rtnb_ex32.htm |
| 8-K - CURRENT REPORT - root9B Holdings, Inc. | rtnb_8k.htm |
Exhibit
3.1
CERTIFICATE OF AMENDMENT TO
CERTIFICATE OF INCORPORATION
OF
ROOT9B TECHNOLOGIES, INC.
root9B
Technologies, Inc., a corporation duly organized and existing under
the General Corporation Law of the State of Delaware (the
“Corporation”), does hereby certify that:
FIRST: Article FIRST of the Certificate
of Incorporation, as amended, is hereby amended and rested in its
entirety as follows:
FIRST:
The name of the corporation is root9B Holdings, Inc.
SECOND: Article FOURTH of the
Certificate of Incorporation, as amended, is hereby amended and
restated in its entirety as follows:
FOURTH:
The Corporation shall be authorized to issue two classes of stock
to be designated, respectively, “Common Stock” and
“Preferred Stock.” The total number of shares of both
classes of stock which the Corporation has authority to issue is
forty million (40,000,000) shares, consisting of: thirty million
(30,000,000) shares of Common Stock, $0.001 par value per share,
and ten million (10,000,000) shares of Preferred Stock, $0.001 par
value per share.
The
Board of Directors of the Corporation (the “Board of
Directors”) is authorized, subject to limitations prescribed
by applicable law and the provisions of this Article FOURTH, to
provide for the issuance of the shares of Preferred Stock from time
to time in one or more series, each of which series shall have such
distinctive designation or title as shall be fixed by the Board of
Directors prior to the issuance of any shares thereof. Each such
series of Preferred Stock shall have such voting powers, shall
consist of such number of shares, shall be issued for such
consideration and shall otherwise have such powers, designations,
preferences and relative, participating, optional or other rights,
if any, and such qualifications, limitations or restrictions, if
any, as shall be stated in such resolution or resolutions providing
for the issue of such series of Preferred Stock as may be adopted
from time to time by the Board of Directors prior to the issuance
of any shares thereof pursuant to the authority hereby expressly
vested in it, all in accordance with applicable law.
Upon
filing and effectiveness (the “Effective Time”) of this
Certificate of Incorporation, as amended, of the Corporation
pursuant to the General Corporation Law of the State of Delaware,
each fifteen shares of Common Stock issued and outstanding or held
in treasury immediately prior to the Effective Time shall
automatically be combined into one validly issued, fully paid and
non-assessable share of Common Stock without any further action by
the Corporation or the holder thereof, subject to the treatment of
fractional share interests as described below (such combination,
the “Reverse Stock Split”). No fractional shares of
Common Stock shall be issued in connection with the Reverse Stock
Split. Stockholders who otherwise would be entitled to receive
fractional shares of Common Stock shall be entitled to receive cash
(without interest) from the Corporation’s transfer agent in
lieu of such fractional shares in an amount equal to the proceeds
attributable to the sale of such fractional shares following the
aggregation and sale by the Corporation’s transfer agent of
all fractional shares otherwise issuable. Stockholders who hold
certificates that immediately prior to the Effective Time
represented shares of Common Stock (“Old Certificates”)
shall be entitled to receive such cash payment in lieu of
fractional shares upon receipt by the Corporation’s transfer
agent of the stockholder’s properly completed and duly
executed transmittal letter and the surrender of the
stockholder’s Old Certificates. After the Effective Time,
each Old Certificate that has not been surrendered shall represent
that number of shares of Common Stock into which the shares of
Common Stock represented by the Old Certificate shall have been
combined, subject to the elimination of fractional share interests
as described above. Notwithstanding anything to the contrary in the
Corporation’s bylaws, at all times that the
Corporation’s shares are listed on a national stock exchange,
the shares of capital stock of the Corporation shall comply with
all direct registration system eligibility requirements established
by such exchange, including any requirement that shares of the
Corporation’s capital stock be eligible for issue in
book-entry form. All issuances and transfers of shares of the
Corporation’s capital stock shall be entered on the books of
the Corporation with all information necessary to comply with such
direct registration.
THIRD: The foregoing amendment to the
Certificate of Incorporation, as amended, has been duly adopted by
the Corporation’s Board of Directors and Stockholders in
accordance with the provisions of Sections 242 and 228 of the
General Corporation Law of the State of Delaware.
FOURTH: The foregoing amendment to the
Amended Certificate of Incorporation shall be effective on December
5, 2016 at 12:01 a.m. (Eastern Standard Time).
IN
WITNESS WHEREOF, the undersigned has caused this Certificate of
Amendment to be executed this 1st day of December,
2016
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ROOT9B TECHNOLOGIES, INC.
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By:
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/s/
Dan Wachtler
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Dan
Wachtler
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President
& Chief Operating Officer
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