Attached files
Exhibit 3.1
ARTICLES OF INCORPORATION
OF
SANARA MEDTECH INC.
(as
amended through December 30, 2020)
The
undersigned natural person, of the age of eighteen years or more, a
resident of the State of Texas, acting as an incorporator of a
corporation under the Texas Business Corporation Act, does hereby
adopt the following Articles of Incorporation for such
corporation:
ARTICLE ONE
The
name of the Corporation is Sanara MedTech Inc.
ARTICLE TWO
The
Corporation will have perpetual existence.
ARTICLE THREE
The
purpose for which the Corporation is organized is the transaction
of any or all lawful business for which corporations may be
incorporated under the Texas Business Corporation Act.
ARTICLE FOUR
(a)
Authorized Capital
Stock. The total number of shares of capital stock that the
Corporation shall be authorized to issue is 22,000,000 shares, of
which 20,000,000 shares will be Common Stock, par value $0.001 per
share, and 2,000,000 shares of which will be Preferred Stock, par
value $10.00 per share.
Preferred Stock may
be issued from time to time in one or more series as may be
determined from time to time by the Board of Directors. The Board
of Directors is hereby authorized, subject to any prohibitions set
forth in any series of Preferred Stock of the Corporation, to set
the number of shares constituting each series and to fix or alter
the rights, preferences, privileges and restrictions of each
series, including, the preferences and relative rights among each
series, dividend rights, voting rights, terms of redemption,
retirement or any sinking fund, conversion and exchange rights, and
the preferences upon any distribution of the assets of the
Corporation in the liquidation or winding up of the Corporation.
The Board of Directors is authorized to increase or decrease the
number of shares of any such series subsequent to the issuance of
shares of that series, but not below the number of shares of such
series then outstanding. In case the number of shares of any series
shall so be decreased, the shares constituting such decrease shall
resume the status that they had prior to the adoption of the
resolution originally fixing the number of shares of such
series.
(b)
Common Stock Reverse
Split. Effective as of May 10, 2019 (the “Effective Time”), a 1-for-100
reverse stock split of the Common Stock will be effectuated such
that every 100 shares of Common Stock issued and outstanding
immediately prior to the Effective Time (the “Old Common Stock”) will be
automatically and without any action on the part of the holder
thereof reclassified as and converted into one share of Common
Stock (the “New Common
Stock”); provided that no fractional shares
shall be issued as a result thereof, and that in lieu of the
issuance of a fraction of a share to any shareholder, the
Corporation shall pay to such shareholder a cash payment in the
amount equal to such fraction amount of one share of Common Stock
otherwise issuable thereby, multiplied by the average of the high
and low prices of the Common Stock as traded in the OTCQB market of
the OTC Markets Group on the day immediately following the day such
reverse stock split is made effective by the appropriate securities
regulatory authority. Each stock certificate that, immediately
prior to the Effective Time, represented shares of Old Common Stock
shall, from and after the Effective Time, automatically and without
the necessity of presenting the same for exchange, represent that
the number of whole shares of New Common Stock into which the
shares of Old Common Stock represented by such certificate shall
have been reclassified. If more than one Old Certificate shall be
surrendered at one time for the account of the same shareholder,
the number of full shares of New Common Stock for which New
Certificates shall be issued shall be computed on the basis of the
aggregate number of shares represented by the Old Certificates so
surrendered. From and after the Effective Time the amount of
capital represented by the shares of the New Common Stock into
which and for which the shares of the Old Common Stock are
reclassified under the terms hereof shall be the same as the amount
of capital represented by the shares of Old Common Stock so
reclassified, until thereafter reduced or increased in accordance
with applicable law.
ARTICLE FIVE
No
shareholder of the Corporation will, solely by reason of holding
shares of any class, have any preemptive or preferential right to
purchase or subscribe for any shares of the Corporation, now or
hereafter to be authorized, or any notes, debentures, bonds or
other securities convertible into or carrying warrants, rights or
options to purchase shares of any class, now or hereafter to be
authorized, whether or not the issuance of any such shares or such
notes, debentures, bonds or other securities would adversely affect
the dividend, voting or any other rights of such shareholder. The
Board of Directors may authorize the issuance of, and the
Corporation may issue, shares of any class of the Corporation, or
any notes, debentures, bonds or other securities convertible into
or carrying warrants, rights or options to purchase any such
shares, without offering any shares of any class to the existing
holders of any class of stock of the Corporation.
ARTICLE SIX
Shareholders of the
Corporation will not have the right of cumulative voting for the
election of directors.
ARTICLE SEVEN
Any
action that under the provisions of the Texas Business Corporation
Act would, but for this Article Seven, be required to be authorized
by the affirmative vote of the holders of any specified portion of
the shares of the Corporation will require the approval of the
holders of a majority of the shares of the Corporation entitled to
vote on the action.
ARTICLE EIGHT
Pursuant to Article
13.04 of the Texas Business Corporation Act, the Corporation elects
not to be governed by Article 13.03, the Business Combination Law,
of the Texas Business Corporation Act.
ARTICLE NINE
Any
action required or permitted by law, these Articles of
Incorporation or the Bylaws of the Corporation to be taken at a
meeting of the shareholders of the Corporation may be taken without
a meeting, without prior notice and without a vote, if a consent or
consents in writing, setting forth the action so taken, shall have
been signed by the holder or holders of shares having not less than
the minimum number of votes that would be necessary to take such
action at a meeting at which the holders of all shares entitled to
vote on the action were present and voted.
Prompt
notice of the taking of any action by shareholders without a
meeting by less than unanimous written consent shall be given to
those shareholders who did not consent in writing to the
action.
ARTICLE TEN
The
Board of Directors is expressly authorized to alter, amend or
repeal the Bylaws of the Corporation or to adopt new
Bylaws.
ARTICLE ELEVEN
(a) The
Corporation will, to the fullest extent permitted by, and in
accordance with the Texas Business Corporation Act, as the same
exists or may hereafter be amended, indemnify any and all persons
who are or were serving as director or officer of the Corporation,
or who are or were serving at the request of the Corporation as a
director, officer, partner, venturer, proprietor, trustee or
employee of another corporation, partnership, limited liability
company, joint venture, sole proprietorship, trust, employee
benefit plan or other enterprise, from and against any and all of
the expenses, liabilities or other matters referred to in or
covered by the Texas Business Corporation Act. Such indemnification
may be provided pursuant to any Bylaw, agreement, vote of
shareholders or disinterested directors or otherwise, both as to
action in the capacity of director or officer and as to action in
another capacity while holding such office, will continue as to a
person who has ceased to be a director or officer and inure to the
benefit of the heirs, executors and administrators of such a
person.
(b) If
a claim under paragraph (a) of this Article is not paid in full by
the Corporation within 30 days after a written claim has been
received by the Corporation, the claimant may at any time
thereafter bring suit against the Corporation to recover the unpaid
amount of the claim and, if successful in whole or in part, the
claimant will be entitled to be paid also the expense of
prosecuting such claim. It will be a defense to any such action
(other than an action brought to enforce a claim for expenses
incurred in defending any proceeding in advance of its final
disposition where the required undertaking, if any is required, has
been tendered to the Corporation) that the claimant has not met the
standards of conduct that make it permissible under the laws of the
State of Texas for the Corporation to indemnify the claimant for
the amount claimed, but the burden of proving such defense will be
on the Corporation. Neither the failure of the Corporation
(including its Board of Directors, independent legal counsel, or
its shareholders) to have made a determination prior to the
commencement of such action that indemnification of the claimant is
proper in the circumstances because he has met the applicable
standard of conduct set forth in the laws of the State of Texas nor
an actual determination by the Corporation (including its Board of
Directors, independent legal counsel, or its shareholders) that the
claimant has not met such applicable standard of conduct, will be a
defense to the action or create a presumption that the claimant has
not met the applicable standard of conduct.
ARTICLE TWELVE
To the
fullest extent permitted by the laws of the State of Texas as the
same exist or may hereafter be amended, a director of the
Corporation will not be liable to the Corporation or its
shareholders for monetary damages for an act or omission in the
director’s capacity as a director. Any repeal or modification
of this Article will not increase the personal liability of any
director of the Corporation for any act or occurrence taking place
before such repeal or modification, or adversely affect any right
or protection of a director of the Corporation existing at the time
of such repeal or modification. The provisions of this Article
shall not be deemed to limit or preclude indemnification of a
director by the Corporation for any liability of a director that
has not been eliminated by the provisions of this
Article.
ARTICLE THIRTEEN
The
Corporation will not commence business until it has received for
the issuance of shares consideration of the value of at least
$1,000.
ARTICLE FOURTEEN
The
street address of the Corporation’s initial registered office
is 2225 E. Randol Mill Road, Suite 305, Arlington, Texas 76011, and
the name of its initial registered agent at that address is Scott
A. Haire, 2225 E. Randol Mill Road, Suite 305, Arlington, Texas
76011.
ARTICLE FIFTEEN
The
number of directors constituting the Board of Directors of the
Corporation, which shall be composed of not less than one nor more
than eight, shall initially be one (1) and the name and mailing
addresses of such person, who is to serve as a director until the
first annual meeting of the shareholders or until his successors
are elected and qualified, is:
Scott
A. Haire
2225 E.
Randol Mill Road, Suite 305
Arlington,
Texas 76011
Hereafter, the
number of directors will be determined in accordance with the
Bylaws of the Corporation.
ARTICLE SIXTEEN
The
terms and conditions of any rights, options and warrants approved
by the Board of Directors may provide that any of all of such terms
and conditions may be waived or amended only with the consent of
the holders of a designated percentage of a designated class or
classes of capital stock of the Corporation (or a designated group
or groups of holders within such class or classes, including but
not limited disinterested holders), and the applicable terms and
conditions of any such rights, options or warrants so conditioned
may not be waived or amended absent such consent.