Attached files
| file | filename |
|---|---|
| EX-99.1 - EXHIBIT 99.1 - Brooklyn ImmunoTherapeutics, Inc. | brhc10028852_ex99-1.htm |
| 8-K - 8-K - Brooklyn ImmunoTherapeutics, Inc. | brhc10028852_8k.htm |
Exhibit 3.1
CERTIFICATE OF VALIDATION
OF
BROOKLYN IMMUNOTHERAPEUTICS, INC.
Pursuant to Section 204 of the
General Corporation Law of the State of Delaware
Brooklyn ImmunoTherapeutics,
Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), certifies as follows:
| 1. |
The defective corporate acts that are the subject of this Certificate of Validation are (a) the Corporation’s issuance of shares of its common stock, par value $0.005 per share (“Common
Stock”), from 15,000,000 to 100,000,000
shares on each of the dates and in the amounts set forth in the table below (collectively, the “Putative Stock Issuances”) and
(b) an amendment to the certificate of incorporation of the Corporation (the “Certificate of Amendment”) filed with the Secretary of
State on March 25, 2021 at 4:02 p.m. (Eastern time) that purported to increase the number of authorized shares of Common Stock from
15,000,000 to 100,000,000:
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Number of Shares of Common Stock
|
Date of Issuance
|
|
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39,991,625
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March 25, 2021
|
|
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56,041
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April 26, 2021
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700
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May 7, 2021
|
|
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302,358
|
May 14, 2021
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|
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330,813
|
May 17, 2021
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|
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384,615
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May 18, 2021
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|
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53,909
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May 19, 2021
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50,000
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May 26, 2021
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300
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May 28, 2021
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202
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June 1, 2021
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300
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June 3, 2021
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442,622
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June 7, 2021
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500,000
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June 8, 2021
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563,776
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June 9, 2021
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527,808
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June 29, 2021
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7,022,230
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July 16, 2021
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|
| 2. |
The Certificate of Amendment and the Putative Stock Issuances constitute defective corporate acts under Section 204 of the Delaware General Corporation Law (the “DGCL”) by reason of a “failure of authorization” as defined in Section 204 of the DGCL because (a) the Certificate of Amendment was adopted
contrary to a disclosure set forth in a proxy statement soliciting the stockholder vote on said amendment and (b) if the Certificate of Amendment was void or voidable by reason of such defect in authorization, the Putative Stock Issuances
exceeded the number of shares of Common Stock the Corporation was authorized to issue.
|
| 3. |
The Putative Stock Issuances and the Certificate of Amendment were duly ratified in accordance with Section 204 of the DGCL pursuant to resolutions adopted by the
Corporation’s Board of Directors at meetings held on June 30, 2021 and July 12, 2021. The Putative Stock Issuances and the Certificate of Amendment were duly ratified in accordance with Section 204 of the DGCL pursuant to resolutions
adopted by the Corporation’s stockholders at a meeting of stockholders held on September 3, 2021.
|
| 4. |
Pursuant to Section 204(e)(3)a.(x) of the DGCL, the name, title and filing date of the certificate previously filed and any certificate of correction thereto is the
Certificate of Amendment of Certificate of Incorporation of the Corporation as filed with the Secretary of State on March 25, 2021 at 4:02 p.m. (Eastern time).
|
| 5. |
Pursuant to Section 204(e)(3)a.(y) of the DGCL, the certificate of amendment of certificate of incorporation as previously filed with the Secretary of State on March
25, 2021 at 4:02 p.m. (Eastern time) is attached hereto as Exhibit A.
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In Witness
Whereof, the Corporation has caused this Certificate of Validation to be executed by its duly authorized officer as of September
3, 2021.
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/s/ Howard J. Federoff
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Howard J. Federoff
|
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Chief Executive Officer and President
|
Exhibit A
OF AMENDMENT OF
RESTATED CERTIFICATE OF INCORPORATION
OF
NTN BUZZTIME, INC.
NTN Buzztime, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware, does hereby certify that:
| 1. |
This Certificate of Amendment (the “Certificate of Amendment”)
hereby amends the Corporation’s Restated Certificate of Incorporation (as amended prior to the date hereof, the “Certificate of lncorporation”)
as set forth herein.
|
| 2. |
The first sentence of Article IV of the Certificate of Incorporation is hereby amended and restated in its entirety as follows:
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“The total number of shares of stock which the Corporation shall have authority to issue is 101,000,000 shares, of which 100,000,000
shares shall be Common Stock, par value $.005 per share, and 1,000,000 shall be Preferred Stock, par value $.005 per share.”
| 3. |
The foregoing amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
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| 4. |
All other provisions of the Certificate of Incorporation shall remain in full force and effect.
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IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by its duly authorized officer this 25 th
day of March 2021.
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NTN Buzztime, Inc.
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/s/ Allen Wolff
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Name: Allen Wolff
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Title: Chief Executive Officer
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