Attached files
Exhibit 3.1
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1516389
ENDORSED
FILED
in
the office of the Secretary of State
of
the State of California
NOV
30 1990
MARCH
FONG EU, Secretary of State
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ARTICLES
OF INCORPORATION
OF
BIOTIME,
INC
I
The name
of the corporation is BIOTIME, INC.
II
The
purpose of this corporation is to engage in any lawful act or activity for which
a corporation may be organized under the general Corporation Law of California
other than the banking business, the trust company business or the practice of a
profession permitted to be incorporated by the California Corporations
Code.
III
NUMBER OF
DIRECTORS
The
authorized number of directors shall be no less than seven nor more than
thirteen as
set by resolution of the Board of Directors. The initial number of directors
shall be seven.
IV
The name
and address in this state of the corporation's initial agent for service of
process is:
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Ronald
S. Barkin
3050
Shattuck Avenue
Berkeley,
CA 97404
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V
This
corporation is authorized to issue only one class of shares of stock which shall
be designated common stock. The total number of shares it is authorized to issue
is ten million (10,000,000).
1
VI
NO
PREFERENCES, PRIVILEGES, RESTRICTIONS
No
distinctions shall exist between the shares of the corporation of the holders
thereof.
IN
WITNESS WHEREOF, the undersigned, who are the incorporators of this corporation
have executed these Articles of Incorporation on November 30, 1990.
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/s/ Ronald S. Barkin
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RONALD
S. BARKIN, Incorporator
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2
AMENDED
ARTICLES OF INCORPORATION
OF
BIOTIME,
INC.
Paul
Segall and Judith Segall certify that:
1.
They are the President and the Secretary, respectively, of BioTime, Inc.,
a California Corporation.
2.
The Articles of Incorporation of this corporation are amended to read in full as
follows:
"ONE: The
name of this corporation is BioTime, Inc.
TWO: The
purpose of the corporation is to engage in any lawful act or activity for which
a corporation may be organized under the General Corporation Law of California
other than the banking business, the trust company business, or the practice of
a profession permitted to be incorporated by the California Corporations
Code.
THREE:
The corporation is authorized to issue two classes of shares, which shall be
designated "Common Shares" and "Preferred Shares". The number of Common Shares
which the corporation is authorized to issue is 5,000,000 and the number of
Preferred Shares which the corporation is authorized to issue is 1,000,000. The
Preferred Shares may be issued in one or more series as the board of directors
may by resolution determine. The board of directors is authorized to fix the
number of shares of any series of Preferred Shares and to determine or alter the
rights, preferences, privileges, and restrictions granted to or imposed on the
shares of Preferred Shares as a class, or upon any wholly unissued series of any
Preferred Shares. The board of directors may, by resolution, increase or
decrease (but not below the number of shares of such series then outstanding)
the number of shares of any series of Preferred Shares subsequent to the issue
of shares of that series. Upon the amendment of this article to read as herein
set forth, each outstanding share of common stock is converted into or
reconstituted as 0.1667 Common Share.
FOUR: The
liability of the directors of the corporation for monetary damages shall be
eliminated to the fullest extent permissible under California law. The
corporation is authorized to indemnify "agents", as such term is defined in
Section 317 of the California Corporations Code, to the fullest extent
permissible under California law."
3.
The foregoing amendment of articles of incorporation has been duly approved by
the board of directors.
1
4.
The foregoing amendment of articles of incorporation has been duly approved by
the required vote of shareholders in accordance with Section 902 of the
Corporations Code. The total number of outstanding shares of the corporation is
5,351,672. The number of shares voting in favor of the amendment equaled or
exceeded the vote required. The percentage vote required was more than
50%.
We
further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this amendment are true and correct of
our own knowledge.
Date:
July 15, 1991
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/s/ Paul Segall
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Paul
Segall, President
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/s/ Judith Segall
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Judith
Segall, Secretary
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2
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A494281
ENDORSED
FILED
in
the office of the Secretary of State
of
the State of California
JUL
20 1997
/s/
Bill Jones
BILL
JONES, Secretary of State
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CERTIFICATE
OF AMENDMENT
OF
ARTICLES
OF INCORPORATION
Paul E.
Segall and Judith Segall certify that:
1. They
are the President and Secretary, respectively, of BioTime, Inc., a California
corporation.
2. The
sentence of Article THREE of the Articles of Incorporation that now reads "The
number of Common Shares which the Corporation is authorized to issue is
5,000,000 and the number of Preferred Shares which the Corporation is authorized
to issue is 1,000,000" is amended to read as follows:
"The
number of Common Shares which the Corporation is authorized to issue is
25,000,000 and the number of Preferred Shares which the Corporation is
authorized to issue is 1,000,000."
3. The
foregoing amendment of Articles of Incorporation has been duly approved by the
board of directors.
4. The
foregoing amendment of Articles of Incorporation has been duly approved by the
required vote of shareholders in accordance with section 902 of the Corporations
Code. The total number of outstanding Common Shares of the corporation is
3,203,193. There are no Preferred Shares outstanding. The number of Common
Shares voting in favor of the amendment equaled or exceeded the vote required.
The percentage vote required was more than 50%.
We
further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this certificate are true and correct
of our own knowledge.
Executed
at Berkeley, California on June 20, 1997.
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/s/ Paul Segall
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Paul
E. Segall, President
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/s/ Judith Segall
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Judith
Segall, Secretary
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A0510119
ENDORSED
- FILED
in
the office of the Secretary of State
of
the State of California
JUL
18 1998
BILL
JONES, Secretary of State
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CERTIFICATE
OF AMENDMENT
OF
ARTICLES
OF INCORPORATION
Ronald S.
Barkin and Judith Segall certify that:
1. They
are the President and Secretary, respectively, of BioTime, Inc., a California
corporation.
2. The
sentence of Article THREE of the Articles of Incorporation that now reads "The
number of Common Shares which the Corporation is authorized to issue is
25,000,000 and the number of Preferred Shares which the Corporation is
authorized to issue is 1,000,000" is amended to read as follows:
"The
number of Common Shares which the Corporation is authorized to issue is
40,000,000 and the number of Preferred Shares which the Corporation is
authorized to issue is 1,000,000."
3. The
foregoing amendment of Articles of Incorporation has been duly approved by the
board of directors.
4. The
foregoing amendment of Articles of Incorporation has been duly approved by the
required vote of shareholders in accordance with section 902 of the Corporations
Code. The total number of outstanding Common Shares of the corporation entitled
to vote with respect to the amendment was 9,935,579. There are no Preferred
Shares outstanding. The number of Common Shares voting in favor of the amendment
equaled or exceeded the vote required. The percentage vote required was more
than 50%.
We
further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this certificate are true and correct
of our own knowledge.
Executed
at Berkeley, California on June 1, 1998.
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/s/ Ronald S. Barkin
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Ronald
S. Barkin, President
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/s/ Judith Segall
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Judith
Segall, Secretary
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A0648585
FILED
in
the office of the Secretary of State
of
the State of California
JUL
27 2006
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CERTIFICATE
OF AMENDMENT
OF
ARTICLES
OF INCORPORATION
Hal
Sternberg and Judith Segall certify that:
1.
They are the Vice-President and Secretary, respectively, of BioTime, Inc., a
California corporation.
2.
The second sentence of Article THREE of the Articles of Incorporation of the
corporation is amended to read as follows:
"The
number of Common Shares which the corporation is authorized to issue is
50,000,000, and the number of Preferred Shares which the corporation is
authorized to issue is 1,000,000."
3.
The foregoing amendment of Articles of Incorporation has been duly approved by
the board of directors.
4.
The foregoing amendment of Articles of Incorporation has been duly approved by
the required vote of shareholders in accordance with section 902 of the
Corporations Code. The total number of outstanding shares of the corporation
entitled to vote with respect to the amendment was 22,574,374. The number of
shares voting in favor of the amendment equaled or exceeded the vote required.
The percentage vote required was more than 50%.
We
further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this certificate are true and correct
of our own knowledge.
Executed
at Emeryville, California on July 25, 2006.
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/s/ Hal Sternberg
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Hal
Sternberg, Vice President
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/s/ Judith Segall
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Judith
Segall, Secretary
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A0697146
ENDORSED
- FILED
in
the office of the Secretary of State
of
the State of California
OCT 19
2009
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CERTIFICATE
OF AMENDMENT
OF
ARTICLES
OF INCORPORATION
Michael
D. West and Judith Segall certify that:
1.
They are the President and Secretary, respectively, of BioTime, Inc., a
California corporation.
2.
Article THREE of the Articles of Incorporation of the corporation is amended to
read as follows:
THREE:
The corporation is authorized to issue two classes of shares, which shall be
designated "Common Shares" and "Preferred Shares". The number of Common Shares
which the corporation is authorized to issue is 75,000,000, and the number of
Preferred Shares which the corporation is authorized to issue is 1,000,000. The
Preferred Shares may be issued in one or more series as the board of directors
may by resolution designate. The board of directors is authorized to fix the
number of shares of any series of Preferred Shares and to determine or alter the
rights, preferences, privileges, and restrictions granted to or imposed upon the
Preferred Shares as a class, or upon any wholly unissued series of Preferred
Shares. The board of directors may, by resolution, increase or decrease (but not
below the number of shares of such series then outstanding) the number of shares
of any series of Preferred Shares subsequent to the issue of shares of that
series.
3.
The foregoing amendment of Articles of Incorporation has been duly approved by
the board of directors.
4.
The foregoing amendment of Articles of Incorporation has been duly
approved by the required vote of shareholders in accordance with section 902 of
the Corporations Code. The total number of outstanding Common Shares of the
corporation entitled to vote with respect to the amendment was 32,614,563. The
number of Common Shares voting in favor of the amendment equaled or exceeded the
vote required. The percentage vote required was more than 50%. There are no
Preferred Shares of the corporation issued and outstanding.
We
further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this certificate are true and correct
of our own knowledge.
Executed
at Alameda, California on October 16, 2009.
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/s/ Michael D. West
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Michael
D. West, President
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/s/ Judith Segall
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Judith
Segall, Secretary
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