EX-3.1 2 ea172062ex3-1_rasnatherap.htm CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION OF RASNA THERAPEUTICS, INC

Exhibit 3.1

 

 

 

 

 

 

 

 

 

RASNA THERAPEUTICS, INC.

CERTIFICATE OF AMENDMENT

 

ANNEX A

 

Article III is hereby amended to read in its entirety as follows:

 

ARTICLE III
CAPITAL STOCK

  

3.01 Authorized Capital Stock. The total number of shares of stock this Corporation is authorized to issue one billion, five hundred and twenty million (1,520,000,000) shares. This stock shall be divided into two classes to be designated as “Common Stock” and “Preferred Stock.”

 

3.02 Common Stock. The total number of authorized shares of Common Stock shall be one billion and five hundred million (1,500,000,000) shares with par value of $0.001 per share.

 

Each one (1) share of the Corporation’s Common Stock, par value $0.001 per share, issued and outstanding as of August 16, 2016 shall be converted and reclassified into 3.25 shares of the Corporation’s Common Stock, par value $0.001 per share. Any fractional shares resulting from such conversion will be rounded up to the nearest whole number.

 

3.03 Preferred Stock. The total number of authorized shares of Preferred Stock shall be twenty million (20,000,000) shares with par value of $0.001 per share. The board of directors shall have the authority to authorize the issuance of the Preferred Stock from time to time in one or more classes or series, and to state in the resolution or resolutions from time to time adopted providing for the issuance thereof the following:

 

(a) Whether or not the class or series shall have voting rights, full or limited, the nature and qualifications, limitations and restrictions on those rights, or whether the class or series will be without voting rights;

 

(b) The number of shares to constitute the class or series and the designation thereof;

  

(c) The preferences and relative, participating, optional or other special rights, if any, and the qualifications, limitations, or restrictions thereof, if any, with respect to any class or series;

 

(d) Whether or not the shares of any class or series shall be redeemable and if redeemable, the redemption price or prices, and the time or times at which, and the terms and conditions upon which, such shares shall be redeemable and the manner of redemption;

 

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(e) Whether or not the shares of a class or series shall be subject to the operation of retirement or sinking funds to be applied to the purchase or redemption of such shares for retirement, and if such retirement or sinking funds be established, the amount and the terms and provisions thereof;

 

(f) The dividend rate, whether dividends are payable in cash, stock of the Corporation, or other property, the conditions upon which and the times when such dividends are payable, the preference to or the relation to the payment of dividends payable on any other class or classes or series of stock, whether or not such dividend shall be cumulative or noncumulative, and if cumulative, the date or dates from which such dividends shall accumulate;

 

(g) The preferences, if any, and the amounts thereof which the holders of any class or series thereof are entitled to receive upon the voluntary or involuntary dissolution of, or upon any distribution of assets of, the Corporation;

 

(h) Whether or not the shares of any class or series are convertible into, or exchangeable for, the shares of any other class or classes or of any other series of the same or any other class or classes of stock of the Corporation and the conversion price or prices or ratio or ratios or the rate or rates at which such exchange may be made, with such adjustments, if any, as shall be stated and expressed or provided for in such resolution or resolutions; and

 

(i) Such other rights and provisions with respect to any class or series as may to the board of directors seem advisable.

 

The shares of each class or series of the Preferred Stock may vary from the shares of any other class or series thereof in any respect. The Board of Directors may increase the number of shares of the Preferred Stock designated for any existing class or series by a resolution adding to such class or series authorized and unissued shares of the Preferred Stock not designated for any existing class or series of the Preferred Stock and the shares so subtracted shall become authorized, unissued and undesignated shares of the Preferred Stock.

 

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