Attached files
| file | filename |
|---|---|
| 8-K - HealthWarehouse.com, Inc. | v191108_8-k.htm |
EXHIBIT
3.1
CERTIFICATE
OF AMENDMENT
TO
THE CERTIFICATE OF INCORPORATION OF
HEALTHWAREHOUSE.COM,
INC.
Healthwarehouse.com,
Inc., a corporation organized and existing under and by virtue of the
General Corporation Law of the State of Delaware (the “Corporation”), does
hereby certify:
First: The
name of the Corporation is HealthWarehouse.com, Inc.
Second: The
date on which the Certificate of Incorporation of the Corporation was originally
filed with the Secretary of State of the State of Delaware is August 5,
1998.
Third: The
Board of Directors of the Corporation, acting in accordance with the provisions
of Sections 141 and 242 of the General Corporation Law of the State of
Delaware, adopted resolutions with respect to an amendment to the Corporation’s
Certificate of Incorporation as set forth below, declaring such amendment to be
advisable, and directing that such amendment be submitted for approval by the
Corporation’s stockholders:
1. Pursuant
to Section 242 of the Delaware General Corporation Law, this Certificate of
Amendment hereby amends the provisions of the Corporation’s Certificate of
Incorporation by deleting the first paragraph of Article Fourth and substituting
therefore a new first paragraph to read in its entirety as follows:
“Fourth: This Corporation is
authorized to issue two classes of shares to be designated, respectively, Common
Stock and Preferred Stock. The total number of shares of Common Stock
that this Corporation is authorized to issue is 50,000,000, with a par value of
$0.001 per share, and the total number of shares of Preferred Stock that this
Corporation is authorized to issue is 1,000,000, with a par value of $0.001 per
share. Effective as of 5:00 p.m., Eastern time, on the date this
Certificate of Amendment to the Certificate of Incorporation is filed with the
Secretary of State of the State of Delaware, each Twenty (20) shares of the
Corporation’s Common Stock, par value $0.001 per share, issued and outstanding
shall, automatically and without any action on the part of the respective
holders thereof, be combined and converted into one (1) share of Common Stock,
par value $0.001 per share, of the Corporation. No fractional shares
shall be issued and, in lieu thereof, any resulting fractional share shall be
rounded up to the nearest whole number. Shares of Common Stock or
Preferred Stock that are redeemed, purchased or otherwise acquired by the
Corporation may be reissued except as otherwise provided by law.”
Fourth: Thereafter,
pursuant to a resolution of the Board of Directors, this Certificate of
Amendment was submitted for approval to the stockholders of the Corporation
entitled to vote thereon, and was duly adopted and approved by such stockholders
in accordance with the provisions of Sections 228 and 242 of the General
Corporation Law of the State of Delaware.
In Witness
Whereof, HealthWarehouse.com, Inc. has caused this Certificate of
Amendment to be signed by its President and Chief Executive Officer this 16th day of
July, 2010.
| Healthwarehouse.com, Inc. | |||
|
|
By:
|
/s/ Lalit Dhadphale | |
| Lalit Dhadphale, | |||
| President and Chief Executive Officer | |||