Attached files
| file | filename |
|---|---|
| 8-K - CURRENT REPORT - TENAX THERAPEUTICS, INC. | tenx_8k.htm |
| EX-99.1 - PRESS RELEASE - TENAX THERAPEUTICS, INC. | tenx_ex991.htm |
Exhibit 3.1
CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION
OF TENAX THERAPEUTICS, INC.
PURSUANT TO SECTION 242 OF THE
GENERAL CORPORATION LAW OF THE STATE OF DELAWARE
Tenax
Therapeutics, Inc., a corporation organized and existing under and
by virtue of the General Corporation Law of the State of Delaware,
does hereby certify:
FIRST: That at a meeting of the Board of
Directors of Tenax Therapeutics, Inc., resolutions were duly
adopted approving a proposed amendment of the Certificate of
Incorporation of said corporation, declaring said amendment to be
advisable and calling a meeting of the stockholders of said
corporation for consideration thereof. The resolution adopted by
the Board of Directors stating the proposed amendment is as
follows:
RESOLVED, The Certificate of
Incorporation of the corporation be amended by adding the following
paragraph to ARTICLE IV thereof:
J. The
issued and outstanding Common Stock of the corporation, $0.0001 par
value, shall, at 5:00 p.m., Eastern Standard Time, on February 23,
2018 (the “2018 Effective Time”), be deemed to be
“reverse stock split,” and in furtherance thereof,
there shall, after the 2018 Effective Time, be deemed to be issued
and outstanding one (1) share of the Common Stock of the
Corporation for and instead of each twenty (20) shares of the
Common Stock of the Corporation issued and outstanding immediately
prior to the 2018 Effective Time. To the extent that any
stockholder shall be deemed after the 2018 Effective Time as a
result of this Amendment to own a fractional share of Common Stock,
such fractional share shall be deemed to be one whole share. Each
stockholder as of the 2018 Effective Time shall be entitled to
receive from the Corporation’s transfer agent a certificate
representing the number of shares of the Common Stock to which such
stockholder is entitled hereunder upon delivery to the
Corporation’s transfer agent of a certificate or certificates
representing the number of shares owned by such stockholder as of
the 2018 Effective Time.
SECOND: That pursuant to resolution of
its Board of Directors, a special meeting of the stockholders of
said corporation was duly called and held upon notice in accordance
with Section 222 of the General Corporation Law of the State of
Delaware at which meeting the necessary number of shares as
required by statute were voted in favor of the
amendment.
THIRD: That said amendment was duly
adopted in accordance with the provisions of Section 242 of the
General Corporation Law of the State of Delaware.
FOURTH: That the corporation’s
number of shares of authorized capital stock of all classes, and
the par value thereof, shall not be changed or affected under or by
reason of said amendment.
FIFTH: That said amendment shall be
effective at 5:00 p.m., Eastern Standard Time, on February 23,
2018.
IN WITNESS WHEREOF, said corporation has
caused this certificate to be signed this 22nd day of February,
2018.
TENAX
THERAPEUTICS, INC.
By: /s/ Michael B.
Jebsen
Michael
B. Jebsen
Chief
Financial Officer and Interim Chief Executive Officer