ex3-3.htm

CERTIFICATE OF CORRECTION

TO THE

CERTIFICATE OF AMENDMENT TO THE

CERTIFICATE OF INCORPORATION

CATASYS, INC.

It is hereby certified that:

1. The current name of the corporation (the “Corporation”) is Catasys, Inc.

2. The Certificate of Amendment to the Certificate of Incorporation as filed with the Secretary of State of the State of Delaware on August 1, 2011, requires correction as permitted by Section 103 of the General Corporation Law of the State of Delaware.

3. The first inaccuracy to be corrected is as follows:

Paragraph 2 of Article FOURTH of the Certificate of Amendment mistakenly authorized an incorrect number of shares of Common Stock, and reads in its entirety as follows:

“Upon the effectiveness of this Certificate of Amendment, every twenty-five (25) issued and outstanding shares of Common Stock of the Corporation shall be changed and reclassified into one (1) share of Common Stock, which shares shall be fully paid and non-assessable shares of Common Stock of the Corporation; provided, however, that in lieu of fractional interests in shares of Common Stock to which any stockholder would otherwise be entitled pursuant hereto (taking into account all shares of Common Stock owned by such stockholder), any such fractional interests in shares of Common Stock shall be paid in cash in an amount equal to such fraction multiplied by the average of the high and low trading prices of the Common Stock on the OTC Bulletin Board during regular trading hours for the five trading days immediately preceding the effectiveness of this Certificate of Amendment.”

4. Paragraph 2 of Article FOURTH of the Certificate of Amendment is corrected to read as follows:

“Upon the effectiveness of this Certificate of Amendment, every forty (40) issued and outstanding shares of Common Stock of the Corporation shall be changed and reclassified into one (1) share of Common Stock, which shares shall be fully paid and non-assessable shares of Common Stock of the Corporation; provided, however, that in lieu of fractional interests in shares of Common Stock to which any stockholder would otherwise be entitled pursuant hereto (taking into account all shares of Common Stock owned by such stockholder), any such fractional interests in shares of Common Stock shall be paid in cash in an amount equal to such fraction multiplied by the average of the high and low trading prices of the Common Stock on the OTC Bulletin Board during regular trading hours for the five trading days immediately preceding the effectiveness of this Certificate of Amendment.”

5. The second inaccuracy to be corrected is as follows:

Article FIFTH of the Certificate of Amendment mistakenly states that “This Certificate of Amendment shall be effective on August 8, 2011 at 12:01 a.m. EST.”

6. Article FIFTH of the Certificate of Amendment is corrected to read as follows:

“This Certificate of Amendment shall be effective on September 6, 2011 at 12:01 a.m. EST.”

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Correction to be signed by its duly authorized officer this 1st day of September 2011.

	CATASYS, INC.

	By:	/s/ Susan Etzel
		Susan Etzel
		Chief Financial Officer

CERTIFICATE OF AMENDMENT

CERTIFICATE OF INCORPORATION

CATASYS, INC.

Catasys, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (“DGCL”), does hereby certify:

FIRST: This Certificate of Amendment amends the provisions of the Corporation’s Certificate of Incorporation (the “Certificate of Incorporation”) originally filed with the Secretary of State of the State of Delaware on September 29, 2003.

SECOND: A Certificate of Amendment to the Certificate of Incorporation was filed on March 9, 2011 to change the name of the Corporation from Hythiam, Inc. to Catasys, Inc.

THIRD: The terms and provisions of this Certificate of Amendment have been duly adopted in accordance with Sections 228 and 242 of the DGCL.

FOURTH: The first paragraph of Article FOURTH of the Certificate of Incorporation is hereby deleted and replaced in its entirety with:

“FOURTH: 1. The authorized capital stock of the Corporation shall consist of two billion fifty million (2,050,000,000) shares, of which two billion (2,000,000,000) shares shall be designated as Common Stock, each with a par value of $0.0001 per share (the “Common Stock”), and fifty million (50,000,000) shares shall be designated as Preferred Stock, each with a par value of $0.0001 per share (the “Preferred Stock”).”

Upon the effectiveness of this Certificate of Amendment, every twenty-five (25) issued and outstanding shares of Common Stock of the Corporation shall be changed and reclassified into one (1) share of Common Stock, which shares shall be fully paid and non-assessable shares of Common Stock of the Corporation; provided, however, that in lieu of fractional interests in shares of Common Stock to which any stockholder would otherwise be entitled pursuant hereto (taking into account all shares of Common Stock owned by such stockholder), any such fractional interests in shares of Common Stock shall be paid in cash in an amount equal to such fraction multiplied by the average of the high and low trading prices of the Common Stock on the OTC Bulletin Board during regular trading hours for the five trading days immediately preceding the effectiveness of this Certificate of Amendment.”

FIFTH: This Certificate of Amendment shall be effective on August 8, 2011 at 12:01 a.m. EST.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by its duly authorized officer this 1st day of August, 2011.

	CATASYS, INC.

	By:	/s/ Susan Etzel
		Susan Etzel
		Chief Financial Officer