Amesite Inc. - FORM S-1/A - EX-3.2 - FORM OF CERTIFICATE OF MERGER RELATING TO THE MERGER OF AMESITE INC. WITH AND IN - September 4, 2020

Attached files

file filename
S-1/A - AMENDMENT NO. 1 TO FORM S-1 - Amesite Inc.ea125860-s1a1_amesite.htm
EX-10.15 - EMPLOYMENT OFFER LETTER, DATED JULY 14, 2020, BY AND BETWEEN THE COMPANY AND RIC - Amesite Inc.ea125860ex10-15_amesite.htm
EX-10.14 - CONSULTING AGREEMENT BY BETWEEN THE COMPANY AND RICHARD DIBARTOLOMEO - Amesite Inc.ea125860ex10-14_amesite.htm
EX-10.13 - FORM OF LOCK-UP AGREEMENT - Amesite Inc.ea125860ex10-13_amesite.htm
EX-10.12 - EXECUTIVE AGREEMENT, EFFECTIVE AS OF JUNE 1, 2020, BY AND BETWEEN THE COMPANY AN - Amesite Inc.ea125860ex10-12_amesite.htm
EX-10.11 - EMPLOYMENT AGREEMENT DATED AS OF APRIL 27, 2018 BY AND BETWEEN THE COMPANY AND A - Amesite Inc.ea125860ex10-11_amesite.htm
EX-10.10 - LEASE AGREEMENT DATED AS OF NOVEMBER 13, 2017 BY AND BETWEEN AMESITE OPERATING C - Amesite Inc.ea125860ex10-10_amesite.htm
EX-10.9 - EMPLOYMENT AGREEMENT DATED AS OF NOVEMBER 14, 2017 BY AND BETWEEN AMESITE OPERAT - Amesite Inc.ea125860ex10-9_amesite.htm
EX-10.8 - 2018 EQUITY INCENTIVE PLAN AND FORMS OF AWARD AGREEMENTS THEREUNDER, ASSUMED IN - Amesite Inc.ea125860ex10-8_amesite.htm
EX-10.7 - 2017 EQUITY INCENTIVE PLAN AND FORMS OF AWARD AGREEMENTS THEREUNDER, ASSUMED IN - Amesite Inc.ea125860ex10-7_amesite.htm
EX-10.6 - FORM OF UNSECURED CONVERTIBLE PROMISSORY NOTE - Amesite Inc.ea125860ex10-6_amesite.htm
EX-10.5 - FORM OF PURCHASE AGREEMENT - Amesite Inc.ea125860ex10-5_amesite.htm
EX-10.4 - FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT, DATED APRIL 14, 2020 - Amesite Inc.ea125860ex10-4_amesite.htm
EX-10.3 - FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT, DATED FEBRUARY 14, 2 - Amesite Inc.ea125860ex10-3_amesite.htm
EX-10.2 - FORM OF REGISTRATION RIGHTS AGREEMENT - Amesite Inc.ea125860ex10-2_amesite.htm
EX-10.1 - FORM OF SUBSCRIPTION AGREEMENT - Amesite Inc.ea125860ex10-1_amesite.htm
EX-5.1 - OPINION OF SHEPPARD, MULLIN, RICHTER & HAMPTON LLP - Amesite Inc.ea125860ex5-1_amesite.htm
EX-4.2 - FORM OF UNDERWRITER'S WARRANT - Amesite Inc.ea125860ex4-2_amesite.htm
EX-4.1 - SPECIMEN STOCK CERTIFICATE EVIDENCING THE SHARES OF COMMON STOCK - Amesite Inc.ea125860ex4-1_amesite.htm
EX-3.7 - AMENDED AND RESTATED BYLAWS, TO BE IN EFFECT AFTER THE COMPLETION OF THE REORGAN - Amesite Inc.ea125860ex3-7_amesite.htm
EX-3.6 - BYLAWS, AS CURRENTLY IN EFFECT - Amesite Inc.ea125860ex3-6_amesite.htm
EX-3.5 - SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION, TO BE IN EFFECT AFTER - Amesite Inc.ea125860ex3-5_amesite.htm
EX-3.4 - AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF AMESITE PARENT, AS CURRENTL - Amesite Inc.ea125860ex3-4_amesite.htm
EX-3.3 - AMENDED AND RESTATED CERTIFICATE OF INCORPORATION, AS CURRENTLY IN EFFECT - Amesite Inc.ea125860ex3-3_amesite.htm
EX-3.1 - CERTIFICATE OF MERGER RELATING TO THE MERGER OF LOLA ONE ACQUISITION CORPORATION - Amesite Inc.ea125860ex3-1_amesite.htm
EX-2.2 - FORM OF AGREEMENT AND PLAN OF MERGER AND REORGANIZATION, DATED JULY 14, 2020, BY - Amesite Inc.ea125860ex2-2_amesite.htm
EX-2.1 - AGREEMENT AND PLAN OF MERGER AND REORGANIZATION, DATED APRIL 26, 2018, BY AND AM - Amesite Inc.ea125860ex2-1_amesite.htm
EX-1.1 - FORM OF UNDERWRITING AGREEMENT - Amesite Inc.ea125860ex1-1_amesite.htm

Exhibit 3.2

 

CERTIFICATE OF OWNERSHIP AND MERGER

MERGING

AMESITE INC.

WITH AND INTO

AMESITE OPERATING COMPANY

 

Pursuant to Section 253 of the Delaware General Corporation Law (the “DGCL”), AMESITE INC. (the “Corporation”), a Delaware corporation, does hereby certify to the following information relating to the merger (the “Merger”) of the Corporation with and into AMESITE OPERATING COMPANY, a Delaware corporation (the “Subsidiary”), with the Subsidiary remaining as the surviving corporation:

 

1. The Corporation owns all of the outstanding shares of each class of capital stock of the Subsidiary.

 

2. The Board of Directors of the Corporation, by resolutions duly adopted by unanimous written consent on July 12, 2020 and attached hereto as Exhibit A, determined to merge the Corporation with and into the Subsidiary and to change the Subsidiary’s name to “Amesite Inc.” pursuant to Section 253 of the DGCL. Holders of a majority of the outstanding shares of each class of capital stock of the Corporation approved the Merger at a meeting held on August 4, 2020.

 

3. The Subsidiary shall be the surviving corporation of the Merger.

 

4. The Certificate of Incorporation attached hereto as Exhibit B, shall be the Certificate of Incorporation of the surviving corporation.

 

5. The Certificate of Ownership and Merger and the Merger shall become effective upon the filing of such Certificate of Ownership and Merger with the Delaware Secretary of State.

 

6. The Subsidiary agrees that it may be served with process in the State of Delaware in any proceeding for enforcement of any obligation of any constituent corporation of Delaware, as well as the enforcement of any obligation of the Subsidiary arising from the Merger, including any suit or other proceeding to enforce the rights of any stockholders as determined in appraisal proceedings pursuant to the provisions of Section 262 of the DGCL, and irrevocably appoints the Secretary of State of Delaware as its agent to accept services of process in any such suit or proceeding. The Secretary of State shall mail a copy of any such process to the Subsidiary at c/o Cogency Global, Inc. 850 New Burton Road, Suite 201, City of Dover, County of Kent.

 

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Ownership and Merger to be signed by an authorized officer, the                           OF              , 20    .

 

  AMESITE INC.
   
  By                                          
  Name: Ann Marie Sastry, Ph.D.
  Title: Chief Executive Officer

 

 

 

 

EXHIBIT A

 

Board Resolutions

 

 

 

 

EXHIBIT B

 

CERTIFICATE OF INCORPORATION OF SURVIVING ENTITY

 

 

 

 

Amesite Inc. Reports