Exhibit 3.1
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
IBIO, INC.
(a Delaware Corporation)
The undersigned, Frederick Larcombe, hereby certifies that:
1. He is the Chief Financial Officer of iBio, Inc. (the Corporation), a Delaware corporation, and is duly authorized by the unanimous written consent of the Board of Directors of the Corporation to execute this instrument.
2. The present name of the Corporation is iBio, Inc. The Corporation filed its Certificate of Incorporation with the Secretary of State of the State of Delaware on April 17, 2008 under the name of iBioPharma, Inc., filed a Certificate of Merger with the Secretary of State of the State of Delaware on July 25, 2008, merging the Corporation with InB:Biotechnologies, Inc., with iBioPharma, Inc. as the surviving corporation, and filed a Certificate of Ownership and Merger with the Secretary of State of the State of Delaware on August 10, 2009, changing the name of the Corporation from iBioPharma, Inc. to iBio, Inc.
3. This Certificate of Amendment of the Certificate of Incorporation was duly approved by the Corporations Board of Directors and duly adopted by the stockholders of the Corporation at a meeting in accordance with the applicable provisions of Section 242 of the General Corporation Law of the State of Delaware.
4. Article IV of the Certificate of Incorporation of the Corporation is hereby amended to read in its entirety as follows:
Fourth: The total number of shares which the Corporation shall have authority to issue is 101,000,000 shares of capital stock consisting of 100,000,000 shares of common stock, $0.001 par value per share (Common Stock)
and 1,000,000 shares of preferred stock, $0.001 par value per share (Preferred Stock). |
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The Board of Directors of the Corporation
(the Board of Directors) is hereby expressly authorized by resolution or resolutions, to provide, out of the unissued shares of Preferred Stock, for series of Preferred Stock and, with respect to each such series, to fix the number of shares constituting such series and the designation of such series, the voting powers (if any) of the shares of such series, and the preferences and relative, participating, optional or other special rights, if any, and any qualifications, limitations or restrictions thereof, of the shares of such series. The powers, preferences and relative, participating, optional and other special rights of each series of Preferred Stock, and the qualifications, limitations or restrictions thereof, if any, may differ from those of any and all other series at any time outstanding. |
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment of the Certificate of Incorporation to be executed this 10th day of December 2010.
By:_/s/ Frederick Larcombe________________ | |
Frederick Larcombe | |
Chief Financial Officer |