Exhibit 3.1
CERTIFICATE OF AMENDMENT TO
ARTICLES OF INCORPORATION
OF
SYNERGY CHC CORP.
Adopted in accordance with the provisions
of Section 78.2055 of the Nevada Revised Statutes
Synergy CHC Corp. (the “Corporation”), a corporation organized and existing under the laws of the State of Nevada, by its duly authorized officer, does hereby certify:
FIRST: That the Board of Directors of the Corporation has duly adopted a resolution pursuant to Section 78.2055 of the Nevada Revised Statutes setting forth a proposed amendment to the Articles of Incorporation of the Corporation (the “Certificate of Amendment”) and declaring said amendment to be advisable. The requisite stockholders of the Corporation have duly approved said proposed amendment in accordance with Section 78.2055 of the Nevada Revised Statutes. The amendment amends the Articles of Incorporation of the Corporation as follows:
Article 3 of the Corporation’s Articles of Incorporation shall be amended by adding a new paragraph after the first paragraph of Article 3 to read as follows:
“Each eleven and nine tenths (11.9) shares of the Common Stock, par value $0.00001 per share, of the Corporation issued and outstanding or held in treasury as of 5:00 p.m. Pacific Time on the date this Certificate of Amendment of the Articles of Incorporation is filed with the Secretary of State of the State of Nevada (the “Effective Time”) shall automatically be reclassified as, combined and changed into one (1) share of Common Stock, par value $0.00001 per share, of the Corporation, without any action by the holders thereof. No fractional shares shall be issued in connection with this reclassification. A holder of Common Stock who would otherwise be entitled to receive a fractional share as a result of the reclassification will receive one whole share of Common Stock in lieu of such fractional share.”
SECOND: This Certificate of Amendment shall be effective as of September 11, 2024 at 5:00 p.m. Pacific Time.
* * *
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to Articles of Incorporation to be executed by Jack Ross, its Chief Executive Officer, this 11th day of September, 2024.
| | SYNERGY CHC CORP. |
| | | |
| | By: | /s/ Jack Ross |
| | | Jack Ross |
| | | Chief Executive Officer |
