Attached files
| file | filename |
|---|---|
| 8-K - CURRENT REPORT - TOMI Environmental Solutions, Inc. | tomz_8k.htm |
| EX-99.1 - PRESS RELEASE - TOMI Environmental Solutions, Inc. | tomz_ex991.htm |
Exhibit 3.1
ARTICLES OF AMENDMENT
TO THE ARTICLES OF INCORPORATION OF
TOMI ENVIRONMENTAL SOLUTIONS, INC.
TOMI ENVIRONMENTAL SOLUTIONS, INC., a Florida
corporation (the “Company”),
hereby adopts the following Articles of Amendment to its Articles
of Incorporation, as amended on September 19, 2011, and as further
amended on October 30, 2019, pursuant to the provisions of the
Florida Business Corporation Act:
1. Amendment. The provisions of
Article IV immediately following the first sentence are hereby
deleted in their entirety and replaced with the following (the
“Amendment”):
“The Company is authorized to issue
250,000,000 shares of Common Stock (the “Common
Stock”). The par value of
the Common Stock remains $0.01 per share.
The Company is authorized to issue 1,000,000
shares of cumulative, convertible $0.01 Preferred A Stock (the
“Series A Preferred
Stock”). The Series A
Preferred Stock, as adjusted in connection with the Reverse Stock
Split (as defined below) and any reverse and forward stock splits,
stock dividends, stock combinations and other similar transactions
of the Series A Preferred Stock that occur after the date hereof,
is convertible into shares of Common Stock at a conversion ratio of
one (1) share of Series A Preferred Stock for one (1) share of
Common Stock (as adjusted in connection with the Reverse Stock
Split (as defined below) and any reverse and forward stock splits,
stock dividends, stock combinations and other similar transactions
of the Common Stock that occur after the date hereof). The Series A
Preferred Stock has no dividend attached.
The Company is authorized to issue 4,000 shares of
Series B Preferred Stock (the “Series B Preferred
Stock”). The Series B
Preferred Stock shall be convertible at an exchange rate of 200
shares of Common Stock for each share of Series B Preferred Stock
and have a stated value per share of $1,000. The Series B Preferred
Stock shall carry a cumulative dividend of 7.5% per annum and shall
be senior in liquidation preference to the Common Stock and equal
in liquidation preference to all other authorized class of
preferred stock. The dividend is payable in-kind, at the election
of the Company.
On the close of business on the date these
Articles of Amendment are filed with the Florida Department of
State (the “Effective
Time”): (i) each eight
(8) shares of Common Stock issued and outstanding or held by the
Company in treasury stock immediately prior to the Effective Time
shall, automatically and without any action on the part of the
respective holders thereof or the Company, be combined and
converted into one (1) share of validly issued, fully paid and
non-assessable Common Stock, subject to the treatment of fractional
share interests as described below; and (ii) each eight (8) shares
of Series A Preferred Stock issued and outstanding or held by the
Company in treasury stock immediately prior to the Effective Time
shall, automatically and without any action on the part of the
respective holders thereof or the Company, be combined and
converted into one (1) share of validly issued, fully paid and
non-assessable Series A Preferred Stock, subject to the treatment
of fractional share interests as described below (the
“Reverse Stock
Split”). No fractional
shares of Common Stock or Series A Preferred Stock shall be issued
in connection with the Reverse Stock Split. Rather, fractional
shares created as a result of the Reverse Stock Splits shall be
rounded up to the next whole number, such that, in lieu of
fractional shares, each shareholder who otherwise would be entitled
to receive fractional shares of Common Stock or Series A Preferred
Stock as a result of the Reverse Stock Split shall instead be
entitled to receive the nearest larger whole number of shares of
Common Stock or Series A Preferred Stock,
respectively.”
2. Approval of Amendment. The
Amendment was approved and adopted by all of the directors of
Company by written consent on September 9, 2020, and was approved
and adopted by the required vote of the shareholders of the Company
on October 30, 2019.
3. Effective Time and Date of
Amendment. The Amendment shall become effective as of the
close of business on the date these Articles of Amendment are filed
with the Florida Department of State.
IN
WITNESS WHEREOF, the undersigned has executed these Articles of
Amendment as of September 10, 2020.
TOMI
ENVIRONMENTAL SOLUTIONS, INC.,
a
Florida corporation
By:
/s/ Harold W. Paul
Name:
Harold W. Paul
Title:
Secretary and Director