ARTICLES OF AMENDMENT
AMENDED AND RESTATED ARTICLES OF INCORPORATION
Oragenics, Inc. (the Corporation), does hereby certify that the Corporations Articles of Incorporation originally filed with the Florida Department of State on November 6, 1996, as amended and restated on May 8, 2002, as further amended by those certain amendments filed October 28, 2009, September 22, 2010, August 30, 2011, June 2, 2014, January 10, 2017, May 8, 2017, November 7, 2017, November 8, 2017 and December 29, 2017 are hereby further amended pursuant to Section 607.1006 of the Florida Business Corporation Act of the State of Florida. The Corporation does hereby further certify that this amendment was duly adopted by the Corporations Board of Directors and by the shareholders of the Corporation in accordance with the applicable provisions of Section 607.0725 of the Florida Business Corporation Act of the State of Florida. The Corporations Board of Directors adopted this amendment on November 3, 2017 and recommended that this amendment be adopted by the Corporations shareholders. This amendment was adopted by the shareholders on December 1, 2017 by written consent without a meeting and the number of votes cast for the amendment by the shareholders was sufficient for approval. This amendment shall become effective on January 19, 2018 at 5:00 p.m. (the Effective Time). The Amended and Restated Articles of Incorporation of the Corporation, as amended, are amended as follows:
The first paragraph of Article II of the Amended and Restated Articles of Incorporation, as amended, shall be deleted in its entirety and replaced with the following:
Capital Stock: The aggregate number of shares of all classes of capital stock which this Corporation shall have authority to issue is 95,000,000 shares, consisting of (i) 45,000,000 shares of common stock, par value $0.001 per share (Common Stock) and (ii) 50,000,000 shares of preferred stock, no par value (Preferred Stock).
At the Effective Time, each ten shares of the Corporations common stock, par value $0.001 per share, issued and outstanding immediately prior to the Effective Time (the Old Common Stock) (including the number of shares of common stock issuable upon exercise or conversion of all issued and outstanding, options, warrants and convertible securities of every kind, including all options, shares outstanding and authorized for issuance under the Corporations 2012 Equity Incentive Plan, will automatically and without any action on the part of the respective holders thereof, be combined and reclassified into one (1) share of common stock, par value $0.001 per share (the New Common Stock) (and such combination and conversion, the Reverse Stock Split). Notwithstanding the immediately preceding sentence, no fractional shares of New Common Stock shall be issued to the holders of record of Old Common Stock in connection with the Reverse Stock Split and each fractional share resulting from the Reverse Stock Split shall be automatically rounded up to the nearest whole number. Each stock certificate that, immediately prior to the Effective Time, represented shares of Old Common Stock shall, from and after the Effective Time, automatically and without the necessity of presenting the same for exchange, represent that number of whole shares of New Common Stock into which the shares of Old Common Stock represented by such certificate shall have been reclassified, provided, however, that each holder of record of a certificate that represented shares of Old Common Stock shall receive, upon surrender of such certificate, a new certificate representing the number of whole shares of New Common Stock into which the shares of Old Common Stock represented by such certificate shall have been reclassified.
The remainder of the Amended and Restated Articles of Incorporation, as amended, shall remain unchanged and in full force and effect.
IN WITNESS WHEREOF, the undersigned, the President of the Corporation, has executed these Articles of Amendment this 16th of January, 2018.
|Alan Joslyn, President|