Attached files
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| 8-K - CURRENT REPORT - ENDRA Life Sciences Inc. | ndra_8k.htm |
Exhibit
3.1
CERTIFICATE
OF AMENDMENT OF
CERTIFICATE
OF INCORPORATION OF
ENDRA
LIFE SCIENCES INC.
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:
1. The Certificate of
Incorporation of the Corporation is hereby amended by deleting the
first paragraph of ARTICLE FOURTH thereof in its entirety and
replacing it with the following:
“FOURTH: The
total number of shares of stock that the Corporation shall have
authority to issue shall be 90,000,000 shares, consisting of
80,000,000 shares of Common Stock, par value $0.0001 per share (the
“Common Stock”), and 10,000,000 shares of Preferred
Stock, par value $0.0001 per share (the “Preferred
Stock”). Subject to the rights of the holders of any series
of Preferred Stock then outstanding, the number of authorized
shares of the Common Stock or 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
in voting power of the stock of the Corporation entitled to vote
thereon, irrespective of the provisions of Section 242(b)(2) of the
DGCL, and no vote of the holders of any of the Common Stock or
Preferred Stock voting separately as a class shall be required
therefor.”
2. The foregoing
amendment was duly adopted in accordance with the provisions of
Section 242 of the General Corporation Law of the State of
Delaware.
IN
WITNESS WHEREOF, ENDRA LIFE SCIENCES INC. has caused this
Certificate to be executed by its duly authorized officer on this
17th day of June 2020.
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By:
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/s/
Francois Michelon
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Name:
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Francois
Michelon
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Title:
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Chief
Executive Officer
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