Attached files
file | filename |
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8-K - FORM 8-K - SURGALIGN HOLDINGS, INC. | d80152d8k.htm |
Exhibit 3.1
CERTIFICATE OF RETIREMENT
OF
SERIES A CONVERTIBLE PREFERRED STOCK
OF
SURGALIGN HOLDINGS, INC.
Pursuant to Section 243(b) of the General Corporation Law
of the State of Delaware
Surgalign Holdings, Inc., a corporation organized and existing under the laws of the State of Delaware (the Corporation), certifies as follows:
1. All 50,000 issued and outstanding shares of Series A Convertible Preferred Stock, par value $0.001 per share (Series A Preferred Stock), of the Corporation have been redeemed by the Corporation.
2. The Amended and Restated Certificate of Designation of the Corporation filed with the Secretary of State of the State of Delaware on July 20, 2020 (the Certificate of Incorporation) provides that any shares of Series A Preferred Stock that are redeemed by the Corporation shall be cancelled and retired and may not be reissued sold or transferred by the Corporation.
3. The Board of Directors of the Corporation has adopted resolutions retiring all such shares of Series A Preferred Stock.
4. Accordingly, pursuant to the provisions of Section 243(b) of the General Corporation Law of the State of Delaware, upon the effective date of the filing of this Certificate of Retirement, the Certificate of Incorporation of the Corporation (including, without limitation, the Amended and Restated Certificate of Designation of the Series A Convertible Preferred Stock of the Corporation) shall be amended so as to eliminate all reference to the Series A Preferred Stock and so as to reduce the total number of designated shares of Series A Preferred Stock from 50,000 to zero.
* * * * * * *
IN WITNESS WHEREOF, the Corporation has caused this certificate to be signed by a duly authorized officer of the Corporation this ______ day of July, 2020.
By: | ||
Name: | Jonathon M. Singer | |
Title: | Chief Operating, Financial and Administrative Officer |