Exhibit 3.1
CERTIFICATE OF CORRECTION FILED TO CORRECT
A CERTAIN ERROR IN THE
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION OF
CEPTOR CORPORATION
FILED IN THE OFFICE OF THE SECRETARY OF STATE
OF DELAWARE ON
JANUARY 31, 2005
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
CEPTOR CORPORATION, a corporation organized and existing under and by virtue of
the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:
1. The name of the corporation is CEPTOR CORPORATION.
2. That an AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF
CEPTOR CORPORATION was filed by the Secretary of State of
Delaware on January 31, 2005, and that said certificate requires
correction as permitted by subsection (F) of Section 103 of The
General Corporation Law of the State of Delaware.
3. The inaccuracies of said certificate to be corrected are as
follows:
Typographical errors.
4. Article 2(a) of the certificate is corrected to read as follows:
"The holders of shares of Series A Preferred Stock shall not be
entitled to receive dividends."
5. Article 2(b) of the certificate is hereby eliminated
6. Article 3(b) of the certificate is corrected to read as follows:
"After distribution of the amounts set forth in Article Fourth,
Section C.3(a) hereof, the remaining assets of the Corporation
available for distribution, if any, to the shareholders of the
Corporation shall be distributed to the holders of Series A
Preferred Stock pro rata with the holders of the Common Stock,
based on the number of shares of Common Stock into which the
Series A Preferred Stock is convertible at the conversion rate
then in effect."
IN WITNESS WHEREOF, said corporation has caused this certificate to be signed by
William Pursley, its Chairman and Chief Executive Officer, this 1st day of
February, 2005.
By: /s/ William Pursley
------------------------------------------
Name: William Pursley
Title: Chairman and Chief Executive Officer
