ENDRA Life Sciences Inc. - FORM 8-K - EX-3.1 - CERTIFICATE OF AMENDMENT - May 12, 2017

Attached files

file filename
EX-3.2 - AMENDED AND RESTATED CERTIFICATE OF INCORPORATION - ENDRA Life Sciences Inc.ndra_ex32.htm
EX-10.3 - CONSULTING AGREEMENT - ENDRA Life Sciences Inc.ndra_ex103.htm
EX-10.2 - AMENDED AND RESTATED EMPLOYMENT AGREEMENT - ENDRA Life Sciences Inc.ndra_ex102.htm
EX-10.1 - AMENDED AND RESTATED EMPLOYMENT AGREEMENT - ENDRA Life Sciences Inc.ndra_ex101.htm
8-K - CURRENT REPORT - ENDRA Life Sciences Inc.ndra_8k.htm
Exhibit 3.1
STATE OF DELAWARE
CERTIFICATE OF AMENDMENT
OF CERTIFICATE OF INCORPORATION
 
 
ENDRA Life Sciences Inc., a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify that:
 
 
FIRST: The Certificate of Incorporation of the Corporation is hereby amended by adding the following paragraph to the end of Article FOURTH thereof which shall read in its entirety as follows:
 
“Upon the effectiveness of this Certificate of Amendment, (the “Effective Time”), each share of the Common Stock, issued and outstanding immediately prior to the Effective Time, will be automatically reclassified as and converted into 0.2857 of a share of Common Stock; provided, however, that no fractional shares shall be issued to stockholders as a result of the foregoing reclassification and that in lieu thereof, the Corporation shall, after aggregating all fractions of a share to which a holder would otherwise be entitled, round any resulting fractional shares up to the nearest whole share. Any stock certificate that, immediately prior to the Effective Time, represented shares of Common Stock will, from and after the Effective Time, automatically and without the necessity of presenting the same for exchange, represent the number of shares of Common Stock as equals the product obtained by multiplying the number of shares of Common Stock represented by such certificate immediately prior to the Effective Time by 0.2857, but giving effect to the rounding of fractional shares provided for in the immediately preceding sentence.”
 
SECOND: The foregoing amendment was duly adopted in accordance with the provisions of Sections 242 and 228 (by the written or electronic consent of the stockholders of the Corporation) of the General Corporation Law of the State of Delaware.
 
THIRD: This Certificate of Amendment shall become effective at 11:59 p.m. Eastern Time on May 8, 2017.
 
In Witness Whereof, said corporation has caused this certificate to be signed this 8th day of May 2017.
 
 
 
ENDRA Life Sciences Inc.
 
 
 
 
 
 
By:  
/s/  Francois Michelon
 
 
 
 Francois Michelon, Chief Executive Officer
 
 
 
 
 
 

 

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