Exhibit 3.1
| Delaware | Page 1 |
| The First State | |
I, JEFFREY W. BULLOCK, SECRETARYOFSTATE OF THE STATEOFDELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECTCOPY OFTHE CERTIFICATE OF AMENDMENTOF“RESTORGENEXCORPORATION”,CHANGING ITS NAME FROM "RESTORGENEX CORPORATION" TO "DIFFUSION PHARMACEUTICALS INC.", FILED IN THIS OFFICE ON THE EIGHTH DAYOFJANUARY, A.D. 2016, AT 4:18 O`CLOCK P.M. A FILEDCOPY OFTHIS CERTIFICATE HAS BEEN FORWARDED TO THE KENT COUNTY RECORDEROFDEEDS. |
5768394 8100 SR# 20160128775 |  | | 
Authentication: 201652976 Date: 01-11-16 |
You may verify this certificate online atcorp.delaware.gov/authver.shtml | |
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State of Delaware
Secretary of State
Division of Corporations
Delivered 04:18 PM 01/08/2016
FILED 04:18 PM 01/08/2016
SR 20160128775 - File Number 5768394
| | CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
RESTORGENEX CORPORATION | |
RestorGenex Corporation, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the "Corporation"),
DOES HEREBY CERTIFY:
FIRST: That, at a meeting of the Board of Directors of the Corporation on January
8, 2016, the following resolutions were duly adopted, declaring advisable and approving the following amendment to the Certificate of Incorporation of the Corporation:
WHEREAS, Sections 242(a)(1) and 242(b)(1) of the General Corporation Law of the State of Delaware provide that the board of directors of a corporation may amend its certificate of incorporation after receipt of payment for its capital stock to change its corporate name without submitting such amendment to a vote of its stockholders; and
WHEREAS, the Board declares it advisable and in the best interest of the Corporation and its stockholders to amend the Certificate of Incorporation of the Corporation (the"Certificate of Incorporation") to change the name of the Corporation from "RestorGenex Corporation" to "Diffusion Pharmaceuticals Inc." (the "NameChange").
NOW, THEREFORE, BE IT
RESOLVED, that Article I (Name) of the Certificate of Incorporation is hereby deleted and replaced in its entirety with the following:
"The name of the corporation is Diffusion Pharmaceuticals Inc. (the"Corporation")." and be it further
RESOLVED, that the officers of the Corporation (the"Authorized Officers")be, and each of them hereby is, authorized, empowered and directed to file a Certificate of Amendment (the"Certificate of Amendment") to the Certificate of Incorporation with the Secretary of State of the State of Delaware, and to take all other actions necessary or appropriate, to effect the Name Change.
Second: That the aforesaid amendment was duly adopted in accordance with the
applicable provisions of Sections 242(a)(1) and 242(b)(1) of the General Corporation Law of the State of Delaware without a meeting or vote of the Corporation's stockholders.
Third: That this Certificate of Amendment of the Certificate of Incorporation
shall be effective upon filing.
IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment as of the 8th day of January, 2016.
| RESTORGENEX CORPORATION | |
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| By: | /s/ David G. Kalergis | |
| Name: David G. Kalergis | |
| Title: Chief Executive Officer | |
