MyMD Pharmaceuticals Inc
For the period ended Jul 1, 2024. Filed Jul 1, 2024.
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Jul 1, 2024 · Filed Jul 1, 2024
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Contents
Appendix A: Form of Charter Amendment
Appendix A
Form of Charter Amendment
CERTIFICATE OF AMENDMENT
Of
CERTIFICATE OF INCORPORATION
OF
MyMD Pharmaceuticals, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify that:
| 1. | The name of the Corporation is MyMD Pharmaceuticals, Inc. |
| 2. | The Certificate of Incorporation of this Corporation was filed with the Secretary of State of Delaware effective as of October 19, 2023 (as corrected by the Certificate of Correction, filed with the Secretary of State of Delaware on March 25, 2024, the “Certificate of Incorporation”). |
| 3. | Resolutions were duly adopted by the Board of Directors of the Corporation setting forth this proposed Amendment to the Certificate of Incorporation and declaring said amendment to be advisable and calling for the consideration and approval thereof at a meeting of the stockholders of the Corporation. |
| 4. | The Certificate of Incorporation is hereby amended by amending paragraph A of Article IV as follows: |
“The Company is authorized to issue a total of three hundred million (300,000,000) shares, of which (i) two hundred and fifty million (250,000,000) shares shall be common stock, par value $0.001 per share (“Common Stock”) and (ii) fifty million (50,000,000) shares shall be preferred stock, par value $0.001 per share (“Preferred Stock”).”
| 5. | Pursuant to the resolution of the Board of Directors, a meeting of the stockholders of the Corporation was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the foregoing amendment. |
| 6. | The foregoing amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware. |
[Signature page follows.]
A-1
[Signature page to Certificate of Amendment]
IN WITNESS WHEREOF, MyMD Pharmaceuticals, Inc. has caused this Certificate to be duly executed by the undersigned duly authorized officer as of this ____ day of __________, 2024.
MyMD Pharmaceuticals, Inc.
By:
Name:
Title:
A-2
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