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8-K - Co-Diagnostics, Inc.form8-k.htm

 

FORM OF ARTICLES OF AMENDMENT TO ARTICLES OF INCORPORATION

OF CO-DIAGNOSTICS, INC., AS AMENDED

 

Entity Number: ___________________

 

Non-Refundable Processing Fee: $37.00

 

Pursuant to UCA §16-10a part 10, the individual named below causes this Amendment to the Articles of Incorporation to be delivered to the Utah Division of Corporations for filing, and states as follows:

 

1. The name of the corporation is: _____________________________________________________________

 

2. The date the following amendment(s) was adopted: _____________________________________________

 

3. If changing the corporation name, the new name of the corporation is:

 

4. The text of each amendment adopted (include attachment if additional space needed):

 

Article 3 of the Articles of Incorporation are amended to include

 

A. The Company is authorized to issue two classes of stock to be designated, respectively, “Common Stock” and “Preferred Stock.” The total number of shares which the Company is authorized to issue is 105,000,000 shares. 100,000,000 shares shall be Common Stock, each having a par value of $0.001. 5,000,000 shares shall be Preferred Stock, each having a par value of $0.001.

 

B. The Preferred Stock may be issued from time to time in one or more series. The Board of Directors of the Company (the “Board of Directors”) is hereby expressly authorized to provide for the issue of any or all of the unissued and undesignated shares of the Preferred Stock in one or more series, and to fix the number of shares and to determine or alter for each such series, such voting powers, full or limited, or no voting powers, and such designation, preferences, and relative, participating, optional, or other rights and such qualifications, limitations, or restrictions thereof, as shall be stated and expressed in the resolution or resolutions adopted by the Board of Directors providing for the issuance of such shares and as may be permitted by law. The Board of Directors is also expressly authorized to increase or decrease the number of shares of any series subsequent to the issuance of shares of that series, but not below the number of shares of such series then outstanding. In case the number of shares of any series shall be decreased in accordance with the foregoing sentence, the shares constituting such decrease shall resume the status that they had prior to the adoption of the resolution originally fixing the number of shares of such series. The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of the stock of the Company entitled to vote thereon, without a separate vote of the holders of the Preferred Stock, or of any series thereof, unless a vote of any such holders is required pursuant to the terms of any certificate of designation filed with respect to any series of Preferred Stock.

 

5. If providing for an exchange, reclassification or cancellation of issued shares, provisions for implementing the amendment if not contained in the amendment itself:

 

____________________________________________________________________________________________

 

6. Indicate the manner in which the amendment(s) was adopted (mark only one):

 

______ Adopted by Incorporators or Board of Directors – Shareholder action not required.

 

XX Adopted by Shareholders – Number of votes cast for amendment was sufficient for approval.

 

7. Delayed effective date (if not to be effective upon filing) _____________ (MM-DD-YYYY not to exceed 90 days)

 

Under penalties of perjury, I declare that this Amendment of Articles of Incorporation has been examined by me and is, to the best of my knowledge and belief, true, correct and complete.

 

By: Dwight H. Egan  
Title: President and Chief Executive Officer  
Date:    

 

State of Utah

DEPARTMENT OF COMMERCE

Division of Corporations & Commercial Code

Articles of Amendment to Articles of Incorporation (Profit)

 

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