Attached files
| file | filename |
|---|---|
| 8-K - Adynxx, Inc. | e606965_8k-hepalife.htm |
| EX-9.1 - Adynxx, Inc. | e606965_ex9-1.htm |
| EX-4.2 - Adynxx, Inc. | e606965_ex4-2.htm |
| EX-4.1 - Adynxx, Inc. | e606965_ex4-1.htm |
| EX-2.1 - Adynxx, Inc. | e606965_ex2-1.htm |
| EX-16.1 - Adynxx, Inc. | e606965_ex16-1.htm |
| EX-10.3 - Adynxx, Inc. | e606965_ex10-3.htm |
| EX-10.2 - Adynxx, Inc. | e606965_ex10-2.htm |
| EX-99.1 - Adynxx, Inc. | e606965_ex99-1.htm |
| EX-10.1 - Adynxx, Inc. | e606965_ex10-1.htm |
CERTIFICATE
OF MERGER
MERGING
HT
ACQUISITION CORP.
A
DELAWARE CORPORATION
WITH
AND INTO
AQUAMED
TECHNOLOGIES, INC.
A
DELAWARE CORPORATION
Pursuant
to Title 8, Section 251(c) of the
Delaware
General Corporation Law
AquaMed Technologies, Inc., a Delaware
corporation (the “Company”), does hereby certify
as follows:
FIRST: Each of the constituent
corporations, the Company and HT Acquisition Corp., a Delaware corporation
(“Merger Sub”), is a
corporation duly organized and existing under the laws of the State of
Delaware.
SECOND: An Agreement and Plan
of Merger (the “Merger
Agreement”), dated as of May 11, 2010, among the Company, and Merger Sub,
and HepaLife Technologies, Inc., a Florida corporation, setting forth the terms
and conditions of the merger of Merger Sub with and into the Company (the “Merger”), has been approved,
adopted, certified, executed and acknowledged by each of the constituent
corporations in accordance with Section 251 of the Delaware General
Corporation Law.
THIRD: The name of the
surviving corporation in the Merger (the “Surviving Corporation”) shall
be AquaMed Technologies, Inc.
FOURTH: The certificate of
incorporation of the Company, as in effect immediately prior to the Merger,
shall be the certificate of incorporation of the Surviving
Corporation.
FIFTH: An executed copy of the
Merger Agreement is on file at the principal place of business of the Surviving
Corporation at the following address:
AquaMed
Technologies, Inc.
850 Third
Avenue, Suite 1801
New York,
NY 10022
1
SIXTH: A copy of the
Merger Agreement will be furnished by the Surviving Corporation, on request and
without cost, to any stockholder of either constituent corporation.
SEVENTH: The Merger shall become effective upon the
filing of this Certificate of Merger with the Secretary of State of the State of
Delaware.
[Remainder
of page intentionally left blank.]
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IN WITNESS WHEREOF, the
undersigned corporation has caused this Certificate of Merger to be signed by an
authorized officer as of May 11, 2010.
|
SURVIVING
CORPORATION:
|
|||
|
AquaMed
Technologies, Inc.
|
|||
|
By:
|
/s/
Benjamin Mayer
|
||
|
Name:
|
Benjamin
Mayer
|
||
|
Title:
|
President
|
||
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