Attached files
Exhibit 3.1
CERTIFICATE OF AMENDMENT
TO THE
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
AZURRX BIOPHARMA, INC.
AzurRx BioPharma, Inc. (the “Corporation”), a corporation organized and existing
under and by virtue of the General Corporation Law of the State of
Delaware, does hereby certify as follows:
FIRST: That a resolution was
duly adopted on October 29, 2019, by the Board of Directors of the
Corporation pursuant to Section 242 of the General Corporation Law
of the State of Delaware setting forth an amendment to the
Certificate of Incorporation of the Corporation and declaring said
amendment to be advisable. The stockholders of the
Corporation duly approved said proposed amendment at the 2019
annual meeting of stockholders held on December 19, 2019, in
accordance with Section 242 of the General Corporation Law of the
State of Delaware. The proposed amendment set forth as
follows:
Article FOURTH of the Amended and Restated Certificate of
Incorporation of the Corporation, as amended to date, be and hereby
is amended by deleting the following sentence in the first
paragraph of Article FOURTH:
The
total number of shares which the Corporation shall have authority
to issue is one hundred ten million (110,000,000) shares, of which
one hundred million (100,000,000) shares shall be common stock, par
value $0.0001 per share, and ten million (10,000,000) shares shall
be preferred stock, par value $.0.0001 per share.
The first reflected above under the first paragraph of
Article FOURTH will be replaced by the
following:
The
total number of shares which the Corporation shall have authority
to issue is one hundred sixty million (160,000,000) shares, of
which one hundred fifty million (150,000,000) shares shall be
common stock, par value $0.0001 per share, and ten million
(10,000,000) shares shall be preferred stock, par value $.0.0001
per share.
SECOND: That said amendment
will have an Effective Time of 5:00 P.M., Eastern Time, on the
filing date of this Certificate of Amendment to the Amended and
Restated Certificate of Incorporation
IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to be signed by its President and Chief Executive Officer
this 20th
day of December,
2019.
|
|
|
/s/
James Sapirstein
JAMES SAPIRSTEIN
|
|
President and Chief Executive Officer
|