Attached files
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| EX-3.3 - ARTICLES OF INCORPORATION / BYLAWS - MINIM, INC. | minm_ex33.htm |
| EX-3.2 - CERTIFICATE OF AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF - MINIM, INC. | minm_ex32.htm |
| 8-K - FORM 8-K - MINIM, INC. | minm_8k.htm |
Exhibit 3.1
CERTIFICATE OF AMENDMENT
TO THE AMENDED AND RESTATED CERTIFICATE OF
INCORPORATION
OF
ZOOM TELEPHONICS, INC.
Pursuant to Section 242 of the General Corporation Law of the State
of Delaware
Zoom
Telephonics, Inc., a corporation organized and existing under and
by virtue of the General Corporation Law of the State of Delaware
(the “Corporation”), hereby certifies as
follows:
FIRST: The name of the Corporation is Zoom Telephonics,
Inc.
SECOND: The date on which the Certificate of Incorporation
of the Corporation was originally filed with the Secretary of State
of the State of Delaware is March 25, 1993, and was amended
and restated by the Amended and Restated Certificate of
Incorporation filed with the Secretary of State of the State of
Delaware on September 22, 2009, as amended by the Certificate
of Amendment filed with the Secretary of State of the State of
Delaware on November 16, 2015, as amended by the Certificate
of Amendment filed with the Secretary of State of the State of
Delaware on July 25, 2019 (as amended and restated, the
“Certificate”).
THIRD: The Corporation hereby amends the Certificate as
follows:
ARTICLE
FOURTH of the Certificate is hereby deleted in its entirety and
amended to read as follows:
The
Corporation is authorized to issue two classes of stock to be
designated, respectively, “Common Stock” and
“Preferred Stock.” The total number of shares of all
classes of stock that the Corporation shall have the authority to
issue is sixty-two million (62,000,000), of which sixty million
(60,000,000) shares shall be Common Stock, having a par value
of $.01 per share, and of which two million (2,000,000) shares
shall be Preferred Stock, having a par value of $.001 per
share.
The
Board of Directors of the Corporation is authorized, subject to
limitations prescribed by the DGCL and the provisions of this
Certificate of Incorporation, to provide, by resolution or
resolutions from time to time and by filing a certificate or
certificates of designations pursuant to the DGCL, for the issuance
of the shares of Preferred Stock in series, to establish from time
to time the number of shares to be included in each such series,
the voting powers (if any) of the shares to be included in each
such series, to fix the powers, designations, preferences and
relative, participating, optional or other special rights of the
shares of each such series and to fix the qualifications,
limitations or restrictions thereof, including without limitation
thereof, dividend rights, special voting rights, conversion rights,
redemption privileges and liquidation preferences, as shall be
stated and expressed in such resolutions, all to the full extent
now or hereafter permitted by the DGCL. Without limiting the
generality of the foregoing, the resolutions providing for issuance
of any series of Preferred Stock may provide that such series shall
be superior or rank equally or be junior to the Preferred Stock of
any other series to the extent permitted by law. Except as
otherwise specifically provided in this Certificate of
Incorporation, no vote of the holders of the Preferred Stock or
Common Stock shall be a prerequisite to the issuance of any shares
of any series of the Preferred Stock authorized by and complying
with the conditions of this Certificate of Incorporation, the right
to have such vote being expressly waived by all present and future
holders of the capital stock of the Corporation.
FOURTH: This Certificate of Amendment has been duly
adopted in accordance with the provisions of Section 242 of
the General Corporation Law of the State of
Delaware.
[Signature Page Follows]
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IN WITNESS WHEREOF, Zoom Telephonics,
Inc. has caused this Certificate of Amendment to be signed by its
Chief Executive Officer this 2nd day of June,
2021.
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ZOOM TELEPHONICS, INC. | |||
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By:
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/s/ Graham
Chynoweth
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Name:
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Graham Chynoweth
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Title:
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Chief Executive Officer
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