Attached files

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EX-31.1 - EX-31.1 - BIONOVO INCv238665_ex31-1.htm
EX-31.2 - EX-31.2 - BIONOVO INCv238665_ex31-2.htm
EX-32.1 - EX-32.1 - BIONOVO INCv238665_ex32-1.htm
EXCEL - IDEA: XBRL DOCUMENT - BIONOVO INCFinancial_Report.xls
10-Q - 10-Q - BIONOVO INCv238665_10q.htm

CERTIFICATE OF AMENDMENT

OF THE

CERTIFICATE OF INCORPORATION

OF

BIONOVO INC.
(a Delaware corporation)

Bionovo, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify as follows:

1.           The certificate of incorporation of the Corporation is hereby amended by inserting the following paragraph immediately following the first paragraph of Article FOUR thereof:
 
“Upon the filing and effectiveness (the “Effective Time”) pursuant to the Delaware General Corporation Law of these Articles of Amendment, each five shares of common stock issued and outstanding immediately prior to the Effective Time shall be combined and changed into one (1) validly issued, fully paid and non-assessable share of common stock without any further action by this Company or the holder thereof, subject to the treatment of fractional share interests as described below (the “Reverse Stock Split”). No certificates representing fractional shares of common stock shall be issued in connection with the Reverse Stock Split. Shareholders who otherwise would be entitled to receive fractional shares of common stock because they hold a number of shares not evenly divisible by the Reverse Stock Split ratio will automatically be entitled to receive an additional fraction of a share of common stock to round up to the next whole share. Each certificate that immediately prior to the Effective Time represented shares of common stock (“Old Certificates”), shall thereafter represent that number of shares of common stock into which the shares of common stock represented by the Old Certificate shall have been combined.”
 
2.           The foregoing amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment of the Certificate of Incorporation to be executed and acknowledged by its duly appointed officer as of this 27th day of August 2010.

/s/ T.C. Chesterman
 
Name: T.C. Chesterman
 
Title: SVP & CFO