Attached files
| file | filename |
|---|---|
| 10-Q - Predictive Oncology Inc. | v199262_10q.htm |
| EX-3.2 - Predictive Oncology Inc. | v199262_ex3-2.htm |
| EX-32.1 - Predictive Oncology Inc. | v199262_ex32-1.htm |
| EX-31.1 - Predictive Oncology Inc. | v199262_ex31-1.htm |
| EX-31.2 - Predictive Oncology Inc. | v199262_ex31-2.htm |
Exhibit 3.1
ARTICLES OF
INCORPORATION
OF
BioDrain Medical,
Inc.
We,
the undersigned, of full age, for the purpose of forming a corporation under
and pursuant to
Minnesota Statutes, Chapter 302A in accordance with Section 302A.133, and laws
amendatory thereof and supplementary thereto, adopt the following Articles of
Incorporation.
ARTICLE I
Name: The name of
this Corporation shall be BioDrain Medical, Inc.
ARTICLE II
Duration: The
duration of this Corporation shall be perpetual.
ARTICLE III
Purpose: The purposes
for which this Corporation is organized are as follows:
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a.
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General
Business purposes.
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b.
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To manufacture, buy, sell, deal
in, and to engage in, contact, and carry on the business of manufacturing,
buying, selling and dealing in, goods, wares and merchandise of every class and
description.
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c.
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To purchase, acquire, hold,
improve, sell, convey, assign, release, mortgage, encumber, lease, hire and deal
in and otherwise dispose of real and personal property of every kind, name
and nature, within or without the state, including stocks, securities and
obligations, and to loan money and take securities for the payment of all
sums due the corporation, and to sell, assign and release such securities,
and to take real and personal property by Will and
gift.
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d.
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To carry out the purposes
herein above set forth in any state, territory, district or possession of the United
States, or in any foreign country, to the extent that such purposes are not forbidden
by the laws thereof; and, in the case of any state, territory, district or
possession of the United States, or any foreign country, in which one or more
of such purposes are forbidden by law, to limit, in any certificate for application
to do business, the purpose or purposes which the corporation proposes to
carry on therein to such as are not forbidden by the law
thereof.
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ARTICLE IV
Registered Office:
The location and post office address of the registered office of the
corporation, in the
State of Minnesota, is 699 Minnetonka Highlands Lane, Orono, MN
55356-9728.
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ARTICLE V
Authorized Shares:
The total number of par value shares which this corporation shall have authority to issue is 10
million shares with a par value of one cent ($.01) per share; all of such shares shall be
common stock.
ARTICLE VI
Stated Capital: The
amount of stated capital with which this corporation shall begin business will
be One Thousand Dollars ($10,000.00).
ARTICLE VII
Directors: The names
and post office addresses of the First Directors, whose term of office shall extend until the first
annual meeting of the shareholders, or until their successors are elected and have
qualified, are as follows:
Lawrence
W. Gadbaw 699 Minnetonka Highlands Lane, Orono, Minnesota,
55356
j.j.a.w.w.,
LLC (In the person of Jeffrey K. Drogue, its
Governor)
4112 Xerxes Avenue South, Minneapolis, Minnesota 55410
4112 Xerxes Avenue South, Minneapolis, Minnesota 55410
Peter
L. Morawetz 2433 Sheridan Avenue South, Minneapolis, Minnesota 55405
Gerald
D. Rice 7389 Bolton Way, Inver Grove Heights, Minnesota
55076
ARTICLE VIII
Incorporators: The
names and post office addresses of each of the incorporators are as follows:
Lawrence
W. Gadbaw 699 Minnetonka Highlands Lane, Orono, Minnesota,
55356
j.j.a.w.w.,
LLC (In the person of Jeffrey K. Drogue, its
Governor)
4112 Xerxes Avenue South, Minneapolis, Minnesota 55410
4112 Xerxes Avenue South, Minneapolis, Minnesota 55410
Peter
L. Morawetz 2433 Sheridan Avenue South, Minneapolis, Minnesota 55405
Gerald
D. Rice 7389 Bolton Way, Inver Grove Heights, Minnesota
55076
ARTICLE IX
Corporate Powers:
This corporation shall have all the powers granted to private corporations
organized for profit by said Minnesota Business Corporation Act, and in
furtherance and not in
limitation, of the powers conferred by the laws of the State of Minnesota upon corporation s
organized for the foregoing purposes, the corporation shall have the power to acquire, hold,
mortgage, pledge or dispose of the shares, bonds, securities or other evidences of indebtedness of
the United States of America, or of any domestic or foreign corporation, and
while the holder of such shares, to exercise all the privileges of ownership, including the right to
vote thereon, to the same extent as a natural person might
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or could do, by the president of this
corporation or by proxy appointed by him, unless some other person, by
resolution of the Board of Directors, shall be appointed to vote such
share.
ARTICLE X
By-Laws Change:
Authority to make or alter By-Laws is hereby vested in the Board of Directors subject to the power of
the stockholders to change or repeal such By-Laws; provided, however, that the Board of
Directors shall not make or alter any By-Laws fixing their number,
qualifications, classifications or terms of office.
In
Testimony Whereof, the undersigned incorporators are persons who are of full
age, and have hereto
signed these Articles of Incorporation, this 23rd day of April
2002.
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/s/
Lawrence W. Gadbaw
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Lawrence W.
Gadbaw
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/s/
Peter
L. Morawetz
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Peter
L. Morawetz
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/s/
Jeffery K. Drogue
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j.j.a.w.w., LLC (In the person
of Jeffery K. Drogue, its Governor)
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/s/
Gerald D. Rice
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Gerald
D. Rice
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ARTICLES
OF AMENDMENT
of
ARTICLES
OF INCORPORATION
of
BIODRAIN
MEDICAL, INC.
The
undersigned, the President of BIODRAIN MEDICAL, INC., a Minnesota corporation
(the “Corporation”), does hereby certify that the following resolution was
adopted by the shareholders of the Corporation in accordance with the applicable
provisions of Minnesota Statutes:
Amendment
of Articles of Incorporation
RESOLVED,
that the Articles of Incorporation of the Corporation are amended by deleting
Article V in full and replacing it with the following:
“ARTICLE
V
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Authorized
Shares: The total number of par shares which this
Corporation shall have authority to issue is 40,000,000 shares with a par
value of one cent ($.01) per share; all of such shares shall be common
stock.”
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IN
WITNESS WHEREOF, I have hereunder subscribed my name this 3rd day of
December, 2008.
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/s/ Gerald D. Rice
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Jerry
Rice, Secretary
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ARTICLES
OF CORRECTION
to
ARTICLES
OF AMENDMENT
of
ARTICLES
OF INCORPORATION
of
BIODRAIN
MEDICAL, INC.
Pursuant to Minnesota Statutes, Section
5.16, the Amendment of the Articles of Incorporation of Biodrain Medical, Inc.,
filed with the Minnesota Secretary of State on December 4, 2008, which failed to
set forth information relating to a reverse stock split approved pursuant to
Minnesota Statutes, Section 302A.402, subdivision (3), is hereby corrected as
follows:
1) The name
of the Corporation is Biodrain Medical, Inc.
2) The
Articles of Amendment of Articles of Incorporation of Biodrain Medical, Inc.,
filed with the Secretary of State of Minnesota on December 4, 2008, are hereby
corrected.
3) The
statement of “Authorized Shares” was an inaccurate record of the action referred
to in the Articles of Amendment of Articles of Incorporation of Biodrain
Medical, Inc. (the “Instrument”). Prior to the filing of the Instrument, the
total number of authorized shares of the Corporation was 15,942,607. However, on
December 3, 2008, in connection with the approval by the Board of Directors of a
1.33176963-to-1 reverse stock split, which reduced the total number of
authorized shares from 15,942,607 to 11,970,995, the shareholders of the
Corporation approved an increase in the total number of authorized shares from
11,970,995 shares to
40,000,000 shares (together, the “Actions”). The Instrument, therefore,
inaccurately reflected the Action taken by the Board of Directors and the
shareholders of the Corporation.
4) The
Instrument in corrected form is as follows:
Pursuant
to the provisions of Minnesota Statutes, Section 302A.139, the Articles of
Incorporation of the Corporation are amended by deleting Article V in full and
replacing it with the following:
ARTICLE
V
Reverse Stock Split:
Upon the date that these Articles of Amendment to the Articles of Incorporation
of the Corporation become effective in accordance with the Minnesota Statutes,
Section 302A (the “Effective Date”), each 1.33176963 shares of common stock, par
value of $0.01 per share (“Old Common Stock”), of the Corporation issued and
outstanding immediately prior to the Effective Date shall be, without any action
of the holder thereof, automatically reclassified as and converted into one (1)
share of common stock, par value $0.01 per share (“New Common Stock”), of the
Corporation.
Notwithstanding
the immediately preceding paragraph, no fractional shares of New Common Stock
shall be issued to the holders of record of Old Common Stock in connection with
the foregoing reclassification of shares of Old Common Stock, and no
certificates or scrip representing any such fractional shares shall be issued.
In lieu of such fraction of a share, any holder of such fractional share shall
be entitled to receive one whole share of the New Common Stock.
Each
stock certificate that, immediately prior to the Effective Date, represented
shares of Old Common Stock shall, from and after the Effective Date,
automatically and without the necessity of presenting the same for exchange,
represent that number of whole shares of New Common Stock into which the shares
of Old Common Stock represented by such certificate shall have been
reclassified. A letter of transmittal will provide the means by which each
holder of record of a certificate that represented shares of Old Common Stock
shall receive, upon surrender of such certificate, a new certificate
representing the number of whole shares of New Common Stock into which the
shares of Old Common Stock represented by such certificate shall have been
reclassified.
In
accordance with Minnesota Statutes, Section 302A.402, subdivision (3)(b), the
above Amendment will not adversely affect the rights or preferences of the
holders of outstanding shares of any class or series and will not result in the
percentage of authorized shares of any class or series that remains unissued
after the combination exceeding the percentage of authorized shares of that
class or series that were unissued before the combination.
Authorized Shares:
Subsequent to the Reverse Stock Split provided for in the immediately preceding
section, the total number of shares which this Corporation shall have authority
to issue is 11,970,995 shares with a par value of one cent ($0.01) per share;
all of such shares shall be common stock. Immediately thereafter, the total
number of shares which this Corporation shall have authority to issue shall be
40,000,000 shares with a par value of one cent ($0.01) per share; all of such
shares shall be common stock.
5) I
swear that the foregoing is true and accurate and that I have the authority to
sign this document.
Executed
on this 11th day of December, 2009.
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/s/ Alan Shuler | |
| Alan Shuler, Secretary | |||
ARTICLES
OF AMENDMENT
of
ARTICLES
OF INCORPORATION
of
BIODRAIN
MEDICAL, INC.
The
undersigned, the President and Chief Executive Officer of BIODRAIN MEDICAL,
INC., a Minnesota corporation (the “Corporation”), does hereby certify that the
following resolution was adopted by the shareholders of the Corporation in
accordance with the applicable provisions of Minnesota Statutes, Chapter
302A:
Amendment of Articles of
Incorporation
RESOLVED,
that the Articles of Incorporation of the Corporation are amended by deleting
Article V in full and replacing it with the following:
“ARTICLE V
Authorized
Shares: The total number of par shares which this Corporation
shall have authority to issue is 80,000,000 shares with a par value of one cent
($.01) per share; all of such shares shall be common stock.”
IN
WITNESS WHEREOF, I have hereunder subscribed my name this 23rd day of June,
2010.
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/s/ Kevin R. Davidson | |
| Kevin R. Davidson, President and Chief | |||
| Executive Officer | |||