Attached files
| file | filename |
|---|---|
| 10-K/A - SensiVida Medical Technologies, Inc. | v210956_10ka.htm |
| EX-10.7 - SensiVida Medical Technologies, Inc. | v210956_ex10-7.htm |
| EX-31.2 - SensiVida Medical Technologies, Inc. | v210956_ex31-2.htm |
| EX-32.1 - SensiVida Medical Technologies, Inc. | v210956_ex32-1.htm |
| EX-31.1 - SensiVida Medical Technologies, Inc. | v210956_ex31-1.htm |
| EX-10.15 - SensiVida Medical Technologies, Inc. | v210956_ex10-15.htm |
| EX-10.16 - SensiVida Medical Technologies, Inc. | v210956_ex10-16.htm |
| EX-10.13 - SensiVida Medical Technologies, Inc. | v210956_ex10-13.htm |
| EX-10.14 - SensiVida Medical Technologies, Inc. | v210956_ex10-14.htm |
CERTIFICATE
OF OWNERSHIP
MERGING
BioScopix,
Inc.
(a
Delaware corporation)
(the
“Subsidiary Corporation”)
Into
Mediscience
Technology Corp.
(a
New Jersey corporation)
Pursuant
to Section 253 of the Delaware General Corporation Law and
Section
14A:10-7 of the New Jersey Business Corporation Act
It is
hereby certified that:
1. Mediscience
Technology Corp. (the “Corporation”) is a business corporation of the State of
New Jersey. The Restated Certificate of Incorporation of the
Corporation was filed with the Secretary of State of the State of New Jersey on
December 10, 2004.
2. BioScopix,
Inc. (the “Subsidiary Corporation”) is a business corporation of the State of
Delaware. The Certificate of Incorporation of the Subsidiary
Corporation was filed with the Secretary of State of the State of Delaware on
January 10, 2007.
3. The
Corporation is the owner of all 1,000,000 issued and outstanding shares of
common stock, par value $0.001 per share, of the Subsidiary Corporation, which
common stock constitutes all of the issued and outstanding capital stock of the
Subsidiary Corporation.
4. The
New Jersey Business Corporation Act and the Delaware General Corporation Law
each permits the merger of a business corporation of that jurisdiction with a
business corporation of a foreign jurisdiction.
5. The
Corporation hereby merges the Subsidiary Corporation into the
Corporation.
6. At
the Effective Time of the Merger, the name of the Surviving Corporation shall be
changed to “BioScopix, Inc.”
7. At
the Effective Time of the Merger, the Certificate of Incorporation of the
Corporation shall be the Certificate of Incorporation of the Surviving
Corporation and the Bylaws of the Corporation shall be the Bylaws of the
Surviving Corporation.
8. The
following is a copy of the resolutions adopted on November 7, 2008 by the Board
of Directors of the Corporation to merge the Subsidiary Corporation into the
Corporation:
NOW,
THEREFORE, BE IT RESOLVED, that the Corporation is hereby authorized and
empowered to enter into, execute, deliver and perform its obligations under the
Merger Agreement, pursuant to which the Subsidiary Corporation will be merged
into the Corporation and the Corporation will survive the merger as the
Surviving Corporation; said Merger Agreement to be in substantially the form
attached hereto as Exhibit A, with such changes, modifications or amendments
thereto as the officers, or any one of them, of the Corporation executing and
delivering the Merger Agreement deem necessary, advisable and/or desirable, the
execution and delivery of the Merger Agreement on behalf of the Corporation to
be conclusive evidence of the approval thereof; and it is further
RESOLVED,
that at the Effective Time of the Merger, the name of the Surviving Corporation
shall be changed to “BioScopix, Inc.;” and it is further
RESOLVED,
that any officer of the Corporation is hereby authorized, empowered and
directed, in the name and on behalf of the Corporation, to execute and file with
the Secretaries of State of the States of Delaware and New Jersey, a Certificate
of Merger, together with any and all other documents deemed necessary and/or
advisable to effect the Merger; and it is further
RESOLVED, that any officer of the
Corporation is hereby, authorized, empowered and directed, in the name and on
behalf of the Corporation, to take, or cause to be taken, any and all such other
actions (including, without limitation, the execution and delivery of notices,
certificates and other instruments) as in the judgment of such officers, or any
of them, is necessary or appropriate to carry out the foregoing resolutions and
consummate the transactions contemplated thereby; provided, however, that this
resolution shall not be construed to authorize any action which is contrary to
or inconsistent with the foregoing resolutions; and it is further
RESOLVED,
that all acts and deeds heretofore done or actions taken in good faith by any
director or officer of the Corporation in entering into, executing,
acknowledging or attesting any arrangements, agreements, instruments or
documents in carrying out the terms and intentions of the foregoing resolutions
are hereby ratified, confirmed and approved.
2
9. Approval
of the Merger by the stockholders of the Surviving Corporation is not required
pursuant to Section 10-3(4) of the New Jersey Business Corporation
Act.
10. A
signed copy of the Agreement and Plan of Merger is on file at the office of the
Surviving Corporation at 1235 Folkstone Way, Cherry Hill, New Jersey 08034-3020
and a copy of the Agreement and Plan of Merger will be furnished by the
Surviving Corporation, on request and without cost, to any stockholder of the
constituent corporations of the Merger.
11. The
Surviving Corporation agrees that it may be served with process in the State of
Delaware in any proceeding for enforcement of any obligation of the Subsidiary
Corporation, as well as for enforcement of any obligation of the Surviving
Corporation arising from the Merger, including any suit or other proceeding to
enforce the right of any stockholders as determined in appraisal proceedings
pursuant to Section 262 of the Delaware General Corporation Law, and the
Surviving Corporation hereby irrevocably appoints the Secretary of State of the
State of Delaware as its agent to accept service of process in any such suit or
other proceedings with a copy to the Surviving Corporation at 1235 Folkstone
Way, Cherry Hill, New Jersey 08034-3020.
3
IN
WITNESS WHEREOF, the Corporation and the Subsidiary Corporation have each caused
this Certificate of Merger to be executed in its name as of December 11,
2008.
|
MEDISCIENCE
TECHNOLOGY CORP.
|
|
|
By:
|
/s/ Peter Katevatis
|
|
Name:
|
Peter
Katevatis
|
|
Title:
|
Chief
Executive Officer and Treasurer
|
|
BIOSCOPIX,
INC.
|
|
|
By:
|
/s/ Peter Katevatis
|
|
Name:
|
Peter
Katevatis
|
|
Title:
|
President
|
4
AGREEMENT
AND PLAN OF MERGER
OF
BIOSCOPIX,
INC.
a
Delaware corporation
INTO
MEDISCIENCE
TECHNOLOGY CORP.
a
New Jersey corporation
AGREEMENT AND PLAN OF MERGER,
dated as of November 5, 2008, by and between BioScopix, Inc., a Delaware
corporation (the “Merging Corporation”), and Mediscience Technology Corp., a New
Jersey corporation (the “Surviving Corporation”) (the Merging Corporation and
the Surviving Corporation are sometimes called the “Constituent
Corporations”).
WHEREAS,
the Merging Corporation is a corporation duly organized and existing under the
laws of the State of Delaware and the Surviving Corporation is a corporation
duly organized and existing under the laws of the State of New Jersey;
and
WHEREAS,
the Merging Corporation is a wholly-owned subsidiary of the Surviving
Corporation; and
WHEREAS,
the Boards of Directors of the Constituent Corporations deem it advisable for
the general welfare and advantage of the Constituent Corporations that the
Constituent Corporations merge into a single corporation pursuant to this
agreement and the applicable laws of the States of New Jersey and
Delaware;
NOW,
THEREFORE, the parties agree that the Constituent Corporations shall be merged
on the following terms and conditions:
1. The
Merger. Upon the filing of the
Certificate of Merger with the Secretaries of State of the States of New Jersey
and Delaware effecting the transactions contemplated by this Agreement and Plan
of Merger (the “Effective Time”), the separate existence of the Merging
Corporation shall cease and the Merging Corporation shall be merged with and
into the Surviving Corporation (the “Merger”), which shall continue its
corporate existence and be the corporation surviving the
merger. Consummation of this agreement shall be effected by filing
thereof in the States of New Jersey and Delaware after satisfaction of the
requirements of the applicable laws of New Jersey and Delaware,
respectively.
2. Certificate of Incorporation
and By-Laws.
(a) The
Certificate of Incorporation of the Surviving Corporation at the effective time
of the Merger shall continue to be the Certificate of Incorporation of the
Surviving Corporation until changed as provided by law.
(b) The
By-Laws of the Surviving Corporation at the effective time of the Merger shall
continue to be the By-Laws of the Surviving Corporation until altered or amended
in accordance with the provisions thereof.
3. Directors, Officers and
Registered Agent. The directors,
officers and registered agent and registered office of the Surviving Corporation
at the effective time of the Merger shall continue to be the directors, officers
and registered agent and registered office, respectively, of the Surviving
Corporation until their successors are chosen.
4. Terms of
Merger.
(a) From
and after the effective time of the Merger, the Surviving Corporation shall
possess all the rights, privileges, immunities, and franchises of a public, as
well as of a private nature, of each of the Constituent Corporations; and all
property, real, personal and mixed, and all debts due on whatever account,
including subscriptions to shares and all other choses in action, and all and
every other interest, of or belonging to or due to each of the Constituent
Corporations, shall be taken and deemed to be transferred to and vested in the
Surviving Corporation without further act or deed; and the title to any real
estate, or any interest therein, vested in any of the Constituent Corporations
shall not revert or be in any way impaired by reason of the Merger, provided,
however, that the Surviving Corporation shall thenceforth be responsible and
liable for all the liabilities and obligations of each of the Constituent
Corporations, and any claim existing or action or proceeding pending by or
against either of the Constituent Corporations may be prosecuted to judgment as
if the Merger had not taken place, or the Surviving Corporation may be
substituted in its place, and neither the rights of creditors nor any liens upon
the property of either of the Constituent Corporations shall be impaired by the
Merger.
(b) Upon
the Merger becoming effective, all of the common shares of the Merging
Corporation outstanding immediately prior to the Merger shall be canceled and no
new shares of the Surviving Corporation shall be issued in connection
therewith.
(c) At
the effective time of the Merger, the name of the Surviving Corporation shall be
“BioScopix, Inc.”
(d) The
Surviving Corporation shall pay all expenses of carrying this Plan into effect
and accomplishing the Merger provided for herein.
(e) The
officers and directors of the Constituent Corporations shall execute and deliver
all such documents and take all such actions as may be necessary or advisable,
or as may be requested by the Surviving Corporation from time to time, in order
to vest fully all the property rights of the Constituent Corporations in the
Surviving Corporation and otherwise carry out this Plan.
2
(f) Anything
herein or elsewhere to the contrary notwithstanding, this Plan may be abandoned
by the mutual consent of the Constituent Corporations, evidenced by appropriate
resolutions of their respective Board of Directors, at any time prior to the
effective date of the Merger.
IN
WITNESS WHEREOF, each of the Constituent Corporations has caused this Agreement
to be signed on its behalf on the day and year first above written.
|
BIOSCOPIX,
INC., a Delaware corporation
|
|
|
By:
|
/s/ Peter Katevatis
|
|
Name:
|
Peter Katevatis
|
|
Title:
|
President
|
|
MEDISCIENCE
TECHNOLOGY CORP., a New Jersey corporation
|
|
|
By:
|
/s/ Peter Katevatis
|
|
Name:
|
Peter Katevatis
|
|
Title:
|
President
|
3
CERTIFICATE
OF OWNERSHIP
MERGING
Sensivida
Medical Systems, Inc.
(a
Delaware corporation)
(the
“Subsidiary Corporation”)
Into
BioScopix,
Inc.
(a
New Jersey corporation)
Pursuant
to Section 253 of the Delaware General Corporation Law and
Section
14A:10-7 of the New Jersey Business Corporation Act
It is
hereby certified that:
1. BioScopix,
Inc. (the “Corporation” or sometimes the “Surviving Corporation”) is a business
corporation of the State of New Jersey. The Restated Certificate of
Incorporation of the Corporation was filed with the State of New Jersey on
December 10, 2004.
2. Sensivida
Medical Systems, Inc. (the “Subsidiary Corporation”) is a business corporation
of the State of Delaware. The Certificate of Incorporation of the
Subsidiary Corporation was filed with the Secretary of State of the State of
Delaware on October 26, 2005.
3. The
Corporation is the owner of all 88,000 issued and outstanding shares of common
stock, par value $0.001 per share, of the Subsidiary Corporation, which common
stock constitutes all of the issued and outstanding capital stock of the
Subsidiary Corporation.
4. The
New Jersey Business Corporation Act and the Delaware General Corporation Law
each permits the merger of a business corporation of that jurisdiction with a
business corporation of a foreign jurisdiction.
5. The
Corporation hereby merges the Subsidiary Corporation into the
Corporation.
6. At
the Effective Time of the Merger, the name of the Surviving Corporation shall be
changed to “SensiVida Medical Technologies, Inc.”
7. At
the Effective Time of the Merger, the Restated Certificate of Incorporation of
the Corporation shall be the Certificate of Incorporation of the Surviving
Corporation and the Bylaws of the Corporation shall be the Bylaws of the
Surviving Corporation.
8. The
following is a copy of the resolutions adopted on February 10, 2009 by the Board
of Directors of the Corporation to merge the Subsidiary Corporation into the
Corporation:
NOW,
THEREFORE, BE IT RESOLVED, that the Corporation is hereby authorized and
empowered to enter into, execute, deliver and perform its obligations under the
Merger Agreement, pursuant to which the Subsidiary Corporation will be merged
into the Corporation and the Corporation will survive the merger as the
Surviving Corporation; said Merger Agreement to be in substantially the form
attached hereto as Exhibit A, with such changes, modifications or amendments
thereto as the officers, or any one of them, of the Corporation executing and
delivering the Merger Agreement deem necessary, advisable and/or desirable, the
execution and delivery of the Merger Agreement on behalf of the Corporation to
be conclusive evidence of the approval thereof; and it is further
RESOLVED,
that at the Effective Time of the Merger, the name of the Surviving Corporation
shall be changed to “SensiVida Medical Technologies, Inc.;” and it is
further
RESOLVED,
that any officer of the Corporation is hereby authorized, empowered and
directed, in the name and on behalf of the Corporation, to execute and file with
the States of Delaware and New Jersey, a Certificate of Ownership, together with
any and all other documents deemed necessary and/or advisable to effect the
Merger; and it is further
RESOLVED, that any officer of the
Corporation is hereby, authorized, empowered and directed, in the name and on
behalf of the Corporation, to take, or cause to be taken, any and all such other
actions (including, without limitation, the execution and delivery of notices,
certificates and other instruments) as in the judgment of such officers, or any
of them, is necessary or appropriate to carry out the foregoing resolutions and
consummate the transactions contemplated thereby; provided, however, that this
resolution shall not be construed to authorize any action which is contrary to
or inconsistent with the foregoing resolutions; and it is further
RESOLVED,
that all acts and deeds heretofore done or actions taken in good faith by any
director or officer of the Corporation in entering into, executing,
acknowledging or attesting any arrangements, agreements, instruments or
documents in carrying out the terms and intentions of the foregoing resolutions
are hereby ratified, confirmed and approved.
2
9. Approval
of the Merger by the stockholders of the Surviving Corporation is not required
pursuant to Section 10-3(4) of the New Jersey Business Corporation
Act.
10. A
signed copy of the Agreement and Plan of Merger is on file at the office of the
Surviving Corporation at 1235 Folkstone Way, Cherry Hill, New Jersey 08034-3020
and a copy of the Agreement and Plan of Merger will be furnished by the
Surviving Corporation, on request and without cost, to any stockholder of the
constituent corporations of the Merger.
11. The
Surviving Corporation agrees that it may be served with process in the State of
Delaware in any proceeding for enforcement of any obligation of the Subsidiary
Corporation, as well as for enforcement of any obligation of the Surviving
Corporation arising from the Merger, including any suit or other proceeding to
enforce the right of any stockholders as determined in appraisal proceedings
pursuant to Section 262 of the Delaware General Corporation Law, and the
Surviving Corporation hereby irrevocably appoints the Secretary of State of the
State of Delaware as its agent to accept service of process in any such suit or
other proceedings with a copy to the Surviving Corporation at 1235 Folkstone
Way, Cherry Hill, New Jersey 08034-3020.
3
IN
WITNESS WHEREOF, the Corporation and the Subsidiary Corporation have each caused
this Certificate of Merger to be executed in its name as of February 10,
2009.
|
BIOSCOPIX,
INC..
|
|
|
By:
|
/s/ Peter Katevatis
|
|
Name:
|
Peter
Katevatis
|
|
Title:
|
Chief
Executive Officer and Treasurer
|
|
SENSIVIDA
MEDICAL SYSTEMS, INC.
|
|
|
By:
|
/s/ Kamal Sarbadhikari
|
|
Name:
|
Kamal
Sarbadhikari
|
|
Title:
|
CEO
|
4
CERTIFICATE
OF AMENDMENT TO
THE
CERTIFICATE OF INCORPORATION
OF
SENSIVIDA
MEDICAL TECHNOLOGIES, INC.
SensiVida
Medical Technologies, Inc. a corporation organized and existing under the laws
of the State of New Jersey does hereby certify:
|
1.
|
The
name of the Corporation is SensiVida Medical Technologies, Inc. (the
“Corporation”). The
date of filing of its original certificate of incorporation under its
former name Cardiac Techniques, Inc. with the State of New Jersey was
March 15, 1971. The date of filing of its restated certificate
of incorporation (the “Restated Certificate
of Incorporation”) under its former name Mediscience Technology
Corp. with the State of New Jersey was December 10,
2004.
|
|
2.
|
Article
3 of the Restated Certificate of Incorporation is hereby amended by adding
new paragraph (c) to read as
follows:
|
“(c)
Simultaneously with the Effective Date of this Amendment to the Restated
Certificate of Incorporation (as defined below), each ten (10) shares of Common
Stock and Preferred Stock of the Corporation authorized, issued and outstanding
or held as treasury shares immediately prior to the Effective Date shall
automatically be reclassified and continued, without any action on the part of
the holder thereof, as one (1) share of Common Stock or Preferred Stock,
respectively, subject to adjustment within the sole discretion of the Board of
Directors, such that on the Effective Date, the authorized capital stock of the
Corporation shall be 19,995,000 shares of common stock, par value $.01 per
share, and 5,000 shares of preferred stock, par value $.01 per
share. No fractional shares of Common Stock or Preferred Stock, or
scrip representing fractional shares, shall be issued in connection with such
reclassification. Instead of any fractional shares of Common Stock or
Preferred Stock which would otherwise be issuable upon such reclassification,
the Corporation shall pay to the holder of the shares of Common Stock or
Preferred Stock which were so reclassified a cash adjustment in respect of such
fractional shares in an amount equal to the same fraction of the fair market
value per share of the Common Stock or Preferred Stock at the close of business
on the Effective Date. The determination as to whether or not any
fractional shares are issuable shall be based upon the aggregate number of
shares or fractional shares of Common Stock or Preferred Stock being converted
at any one time by any holder thereof, not upon each share or fractional share
of Common Stock or Preferred Stock being converted. For purposes of
the above calculation, fair market value of one share of Common Stock or any
series of Preferred Stock shall be determined in good faith by the Board of
Directors of the Corporation; provided, however, that where
there exists a public market for the Common Stock or any series of Preferred
Stock at the time of such exercise, the fair market value per share of Common
Stock or such series of Preferred Stock shall be the average of the closing bid
and asked prices of the Common Stock or such series of Preferred Stock quoted in
the Over-the-Counter Market Summary or the last reported sale price of the
Common Stock or series of Preferred Stock or the closing price quoted on the
American Stock Exchange or on any exchange or market on which the Common Stock
or such series of Preferred Stock is listed, whichever is applicable, as
published in the Eastern Edition of The Wall Street Journal for the three (3)
trading days immediately prior to the date of determination of fair market value
on which at least 10,000 shares of Common Stock or such series of Preferred
Stock were traded, as applicable.”
|
3.
|
The
effective date of this amendment shall be May 15, 2009 (the “Effective
Date”).
|
|
4.
|
This
Amendment was duly adopted by the Board of Directors of the Corporation in
accordance with Sections 14A:6-7.1 and 14A:9-2 of the New Jersey Business
Corporation Act and by the written consent of the Corporation’s
stockholders in accordance with the applicable provisions of Sections
14A:5-6 and 14A:9-2 of the New Jersey Business Corporation Act, and
written notice of the adoption of this Amendment to the Certificate of
Incorporation has been given as provided by Section 14A:5-6 of the New
Jersey Business Corporation Act to every stockholder entitled to such
notice.
|
[Signature
page follows]
2
IN
WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be
signed this 7th
day of May, 2009.
|
SENSIVIDA
MEDICAL TECHNOLOGIES, INC.
|
|
|
By:
|
/s/ Kamal Sarbadhikari
|
|
Name:
Kamal Sarbadhikari
|
|
|
Title:
President and CEO
|
|
3