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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 12/23/20 Grit BXNG at Home, Inc. 1-A 11:831K EdgarAgents LLC/FA |
Document/Exhibit Description Pages Size
1: 1-A Offering Statement -- primary_doc.xml HTML 5K
2: PART II AND III Offering Circular HTML 282K
3: EX1A-1 UNDR AGMT Offering Listing Agreement, Dated November HTML 95K
3, 2020, Between Grit Bxng at Home LLC and
Opendeal Broker LLC
8: EX1A-3 HLDRS RTS Bylaws, Dated December 3, 2020, of Grit Bxng HTML 47K
at Home, Inc.
7: EX1A-3 HLDRS RTS Certificate of Amendment to the Certificate HTML 8K
of Incorporation, Filed With the Delaware
Secretary of State on December 17, 2020
5: EX1A-3 HLDRS RTS Certificate of Conversion Filed December 3, HTML 8K
2020 With the Delaware Secretary of State on
December 3, 2020
4: EX1A-3 HLDRS RTS Certificate of Formation Filed With the HTML 11K
Delaware Secretary of State on August 21, 2020
6: EX1A-3 HLDRS RTS Certificate of Incorporation Filed With the HTML 22K
Delaware of Secretary of State on December 3, 2020
9: EX1A-11 CONSENT Consent of Taxdrop LLC HTML 7K
10: EX1A-12 OPN CNSL Opinion of Gracin & Marlow, LLP HTML 12K
11: EX1A-14 CNSNT SV Code of Business Conduct and Ethics HTML 27K
Exhibit 3.3
|
Delaware The First State |
Page 1 |
I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE DO HEREBY CERTIFY THAT THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF INCORPORATION OF “GRIT BXNG AT HOME, INC.” FILED IN THIS OFFICE ON THE THIRD DAY OF DECEMBER, A.D. 2020, AT 4:28 O`CLOCK P.M.
| /s/ Jeffrey W. Bullock | ||
| Jeffrey W. Bullock, Secretary of State | ||
| 3503260 8100V SR# 20208552324 |
 |
Authentication: 204276515 Date: 12-09-20 |
| You may verify this certificate online at corp.delaware.gov/authver.shtml | ||
C:
|
State of Delaware Secretary of State Division of Corporations Delivered 04:28 PM 12/03/2020 FILED 04:28 PM 12/03/2020 SR 20208552324 - File Number 3503260 |
CERTIFICATE
OF INCORPORATION
OF
GRIT BXNG AT HOME, INC.
The undersigned, a natural person (the “Sole Incorporator”), for the purpose of organizing a corporation to conduct the business and promote the purposes hereinafter stated, under the provisions and subject to the requirements of the laws of the State of Delaware hereby certifies that:
I.
The name of this corporation is GRIT BXNG AT HOME, INC.
II.
The address of the registered office of the corporation in the State of Delaware is 1209 Orange Street, City of Wilmington, County of New Castle, Zip Code 19801, and the name of the registered agent of the corporation in the State of Delaware at such address is The Corporation Trust Company.
III.
The purpose of this corporation is to engage in any lawful act or activity for which a corporation may be organized under the Delaware General Corporation Law (“DGCL”).
IV.
A. This corporation is authorized to issue two classes of stock to be designated, respectively, “Common Stock” and “Preferred Stock.” The total number of shares which the corporation is authorized to issue is Fifty Five Million Shares (55,000,000) shares. Fifty Million (50,000,000) shares shall be Common Stock, each having a par value of ($0.001). Five Million (5,000,000) shares shall be Preferred Stock, each having a par value of ($0.001).
B. The Preferred Stock may be issued from time to time in one or more series. The Board of Directors is hereby expressly authorized to provide for the issue of all of any of the shares of the Preferred Stock in one or more series, and to fix the number of shares and to determine or alter for each such series, such voting powers, full or limited, or no voting powers, and such designation, preferences, and relative, participating, optional, or other rights and such qualifications, limitations, or restrictions thereof, as shall be stated and expressed in the resolution or resolutions adopted by the Board of Directors providing for the issuance of such shares and as may be permitted by the DGCL. The Board of Directors is also expressly authorized to increase or decrease the number of shares of any 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 be decreased in accordance with the foregoing sentence, 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.
C:
C. Each outstanding share of Common Stock shall entitle the holder thereof to one vote on each matter properly submitted to the stockholders of the corporation for their vote; provided, however, that, except as otherwise required by law, holders of Common Stock shall not be entitled to vote on any amendment to this Certificate of Incorporation (including any certificate of designation filed with respect to any series of Preferred Stock) that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together as a class with the holders of one or more other such series, to vote thereon by law or pursuant to this Certificate of Incorporation (including any certificate of designation filed with respect to any series of Preferred Stock).
V.
For the management of the business and for the conduct of the affairs of the corporation, and in further definition, limitation and regulation of the powers of the corporation, of its directors and of its stockholders or any class thereof, as the case may be, it is further provided that:
A. Board of Directors. The management of the business and the conduct of the affairs of the corporation shall be vested in its Board of Directors. The number of directors which shall constitute the Board of Directors shall be fixed exclusively by resolutions adopted by a majority of the authorized number of directors constituting the Board of Directors. In no event shall the number of directors be less than the minimum prescribed by law. The directors of the Corporation need not be elected by written ballot unless the Bylaws so provide. Directors need not be stockholders of the Corporation.
B. Elections and Appointments to the Board of Directors. Subject to the rights of the holders of any series of Preferred Stock to elect additional directors under specified circumstances, directors shall be elected at each annual meeting of stockholders for a term of one year. Each director shall serve until his successor is duly elected and qualified or until his earlier death, resignation or removal. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director.
C. Vacancies. Subject to any limitations imposed by applicable law and subject to the rights of the holders of any series of Preferred Stock, any vacancies on the Board of Directors resulting from death, resignation, disqualification, removal or other causes and any newly created directorships resulting from any increase in the number of directors, shall, unless the Board of Directors determines by resolution that any such vacancies or newly created directorships shall be filled by the stockholders and except as otherwise provided by applicable law, be filled only by the affirmative vote of a majority of the directors then in office, even though less than a quorum of the Board of Directors, and not by the stockholders. Any director elected in accordance with the preceding sentence shall hold office for the remainder of the full term of the director for which the vacancy was created or occurred and until such director’s successor shall have been elected and qualified.
VI.
A. The liability of the directors for monetary damages shall be eliminated to the fullest extent under applicable law.
B. To the fullest extent permitted by applicable law, the Company is authorized to provide indemnification of (and advancement of expenses to) directors, officers and agents of the Company (and any other persons to which applicable law permits the Company to provide indemnification) through Bylaw provisions, agreements with such agents or other persons, vote of stockholders or disinterested directors or otherwise in excess of the indemnification and advancement otherwise permitted by such applicable law. If applicable law is amended after approval by the stockholders of this Article VI to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director to the company shall be eliminated or limited to the fullest extent permitted by applicable law as so amended.
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C. Any repeal or modification of this Article VI shall only be prospective and shall not affect the rights or protections or increase the liability of any director under this Article VI in effect at the time of the alleged occurrence of any act or omission to act giving rise to liability or indemnification.
VII.
Unless the corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall, to the fullest extent permitted by law, be the sole and exclusive forum for (1) any derivative action or proceeding brought on behalf of the corporation; (2) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the corporation to the corporation or the corporation’s stockholders; (3) any action asserting a claim against the corporation or any director or officer or other employee of the corporation arising pursuant to any provision of the DGCL, the corporation’s Amended and Restated Certificate of Incorporation or the Bylaws of the corporation; or (4) any action asserting a claim against the corporation or any director or officer or other employee of the corporation governed by the internal affairs doctrine.
VIII.
The corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, except as provided in paragraph B. of this Article VII, and all rights conferred upon the stockholders herein are granted subject to this reservation.
IX.
The name and the mailing address of the Sole Incorporator is as follows:
| Name | Mailing Address | |
| Leslie Marlow | Gracin & Marlow, LLP | |
| The Chrysler Building | ||
| 405 Lexington Avenue, 26th Floor | ||
| New York, NY 10174 |
IN WITNESS WHEREOF, this Certificate has been subscribed this 3rd day of December 2020 by the undersigned who affirms that the statements made herein are true and correct.
| /s/ Leslie Marlow | |
| Leslie Marlow | |
| Sole Incorporator |
3
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 9/26/23 Grit BXNG at Home, Inc. 1-SA 6/30/23 1:149K EdgarAgents LLC/FA 5/02/23 Grit BXNG at Home, Inc. 1-K 12/31/22 3:230K EdgarAgents LLC/FA 9/28/22 Grit BXNG at Home, Inc. 1-SA 6/30/22 1:136K EdgarAgents LLC/FA 4/29/22 Grit BXNG at Home, Inc. 1-K/A 12/31/21 3:251K EdgarAgents LLC/FA 4/28/22 Grit BXNG at Home, Inc. 1-K 12/31/21 2:137K EdgarAgents LLC/FA 9/28/21 Grit BXNG at Home, Inc. 1-SA 6/30/21 1:116K EdgarAgents LLC/FA 6/04/21 Grit BXNG at Home, Inc. 1-A POS 5:763K EdgarAgents LLC/FA 2/19/21 Grit BXNG at Home, Inc. 1-A/A 5:643K EdgarAgents LLC/FA 2/09/21 Grit BXNG at Home, Inc. 1-A/A 4:496K EdgarAgents LLC/FA 1/26/21 Grit BXNG at Home, Inc. 1-A/A 5:541K EdgarAgents LLC/FA |