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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/08/20 Summit Wireless Techs, Inc. 8-K:3,5,9 4/08/20 3:45K Toppan Merrill/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 17K 2: EX-3.1 Exhinit 3.1 HTML 10K 3: EX-99.1 Miscellaneous Exhibit HTML 9K
Exhibit 3.1
CERTIFICATE OF AMENDMENT
TO THE
OF
SUMMIT WIRELESS TECHNOLOGIES, INC.
Summit Wireless Technologies, Inc., a Delaware corporation (the “Corporation”), does hereby certify as follows:
FIRST: The name of the Corporation is Summit Wireless Technologies, Inc.
SECOND: This Certificate of Amendment (this “Certificate of Amendment”) amends the provisions of the Corporation’s Certificate of Incorporation, and any amendments thereto (the “Certificate of Incorporation”), last amended by the certificate of amendment to the Certificate of Incorporation filed with the Secretary of State of the State of Delaware on September 11, 2018.
THIRD: Article Fourth of the Certificate of Incorporation is hereby amended by inserting the following provision below the last sentence in Article Fourth of the Certificate of Incorporation:
“Common Stock. Each holder of record of Common Stock shall have the right to one vote for each share of Common Stock registered in the holder’s name on the books of the Corporation on all matters submitted to a vote of stockholders except as the right to exercise such vote may be limited by the provisions of this Certificate of Incorporation or of any class or series of Preferred Stock established hereunder. The holders of Common Stock shall be entitled to such dividends as may be declared by the Board from time to time, provided that required dividends, if any, on Preferred Stock have been paid or provided for. In the event of the liquidation, dissolution, or winding up, whether voluntary or involuntary, of the Corporation, the assets and funds of the Corporation available for distribution to stockholders, and remaining after the payment to holders of Preferred Stock of the amounts, if any, to which they are entitled, shall be divided and paid to the holders of Common Stock according to their respective shares.
After the filing of this certificate of amendment with the Secretary of State of the State of Delaware, at 4:55 P.M., Eastern Time, on April 8, 2020 (the “Effective Time”), each twenty (20) outstanding shares of Common Stock (the “Old Common Stock”) shall be combined and converted into one (1) share of Common Stock (the “New Common Stock”). This reverse stock split (the “Reverse Split”) of the outstanding shares of Common Stock shall not affect the total number of shares of capital stock, including the Common Stock, that the Company is authorized to issue, which shall remain as set forth under this Article Fourth.
The Reverse Split shall occur without any further action on the part of the Corporation or the holders of shares of New Common Stock and whether or not certificates representing such holders’ shares prior to the Reverse Split are surrendered for cancellation. No fractional interest in a share of New Common Stock shall be deliverable upon the Reverse Split, all of which shares of New Common Stock be rounded up to the nearest whole number of such shares. All references to “Common Stock” in the Corporation’s certificate of incorporation, as amended, shall be to the New Common Stock.
The Reverse Split will be effectuated on a stockholder-by-stockholder (as opposed to certificate-by-certificate) basis, except that the Reverse Split will be effectuated on a certificate-by-certificate basis for shares held by registered holders. Certificates dated as of a date prior to the Effective Time representing outstanding shares of Old Common Stock shall, after the Effective Time, represent a number of shares equal to one share of New Common Stock for each twenty (20) shares of Old Common Stock as shall be reflected on the face of the certificates for the New Common Stock, rounded up to the nearest whole number. The Corporation shall not be obligated to issue new certificates evidencing the shares of New Common Stock outstanding as a result of the Reverse Split unless and until the certificates evidencing the shares held by a holder prior to the Reverse Split are either delivered to the Corporation or its transfer agent, or the holder notifies the Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificates.”
Notwithstanding the foregoing, the language under this Article Fourth shall not be amended in any other way.
FOURTH: This Certificate of Amendment was duly adopted in accordance with the provisions of Sections 212 and 242 of the General Corporation Law of the State of Delaware.
C:
1
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by its officer thereunto duly authorized this 7th day of April, 2020.
| SUMMIT WIRELESS TECHNOLOGIES, INC. | ||
| By: | ||
| Name: | Brett Moyer | |
| Title: | Chief Executive Officer | |
C:
2
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
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| Filed on / For Period end: | 4/8/20 | |||
| 9/11/18 | 8-K | |||
| List all Filings | ||||