Attached files
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8-K - CURRENT REPORT - AYTU BIOPHARMA, INC | aytu_8k.htm |
Exhibit
3.1
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
AYTU BIOSCIENCE, INC.
Aytu
BioScience, Inc., a corporation organized and existing under and by
virtue of the provisions of the General Corporation Law of the
State of Delaware (the “General Corporation
Law”),
DOES
HEREBY CERTIFY:
FIRST:
The name of the corporation is Aytu BioScience, Inc. and that this
corporation was originally incorporated pursuant to the General
Corporation Law on June 3, 2015 under the name Aytu BioScience,
Inc.
SECOND:
That Article IV, Section 1 of the Certificate of Incorporation of
this corporation is amended by adding the following
paragraph:
“Effective as
of 8:00 a.m. Eastern Time on December 8, 2020 (the
“Effective
Time”), a one-for-ten reverse stock split of the
Corporation’s common stock shall become effective, pursuant
to which each ten shares of common stock, par value $0.0001 per
share, issued and outstanding or held as treasury shares at the
Effective Time (hereinafter called “Old Common Stock”), shall
be reclassified and combined into one share of common stock, par
value $0.0001 per share (hereinafter called “Common Stock”),
automatically and without any action by the holder thereof, subject
to the treatment of fractional shares, and shall represent one
share of Common Stock from and after the Effective Time. No
fractional shares of Common Stock shall be issued as a result of
such reclassification and combination, rather stockholders who
otherwise would be entitled to receive fractional share interests
of Common Stock as a result of the reclassification and combination
shall be entitled to receive in lieu of such fractional share
interests, upon the Effective Time, one whole share of Common Stock
in lieu of such fractional share interests. As soon as practicable
following the Effective Time, the Corporation will notify its
stockholders of record as of the Effective Time to transmit
outstanding share certificates to the Corporation’s exchange
agent and registrar (“Exchange Agent”) and the
Corporation will cause the Exchange Agent to issue new certificates
or book entries representing one share of common stock for every
ten shares transmitted and held of record as of the Effective Time.
The Corporation’s authorized shares of Common Stock, each
having a par value of $0.0001 per share, shall not be
changed.”
THIRD:
That said Certificate of Amendment, which amends the provisions of
the corporation’s Certificate of Incorporation, has been duly
adopted by the Board of Directors and stockholders of the
corporation in accordance with Section 242 of the General
Corporation Law.
IN
WITNESS WHEREOF, this Certificate of Amendment of Certificate of
Incorporation has been executed by a duly authorized officer of the
corporation on this 7th day of December 2020.
/s/ Joshua R. Disbrow
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Joshua
R. Disbrow, Chief Executive Officer
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