Exhibit 3.1
Delaware The First State | Page 1
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I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF INCORPORATION OF “TIBERIUS ACQUISITION CORPORATION”, FILED IN THIS OFFICE ON THE EIGHTEENTH DAY OF NOVEMBER, A.D. 2015, AT 12:05 O`CLOCK P.M.
A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THENEW CASTLE COUNTY RECORDER OF DEEDS.
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5882368 8100 SR# 20150969789 |  | Authentication: 10448518 Date: 11-18-15 |
| You may verify this certificate online at corp.delaware.gov/authver.shtml | ||
State of Delaware Secretary of State Division of Corporation Delivered 12:05 PM 11/18/2015 FILED 12:05 PM 11/18/2015 SR 20150969789 - File Number 5882368 |
CERTIFICATE OF INCORPORATION
OF
TIBERIUS ACQUISITION CORPORATION
Theundersigned, forthepurposes of forming a corporation under thelawsof the State ofDelaware,doesmake, fileandrecordthis Certificate of Incorporation,and doesherebycertifyas follows:
FIRST: Thenameof thecorporationisTiberius AcquisitionCorporation(the“Corporation”).
SECOND: Theaddress of theCorporation'sregistered office inthe StateofDelawareisCorporation ServiceCompany, 2711 Centerville Road,Suite 400,Wilmington,DE 19808New Castle County.The nameof the Corporation's registered agent atsuchaddress is Corporation Service Company.
THIRD: Thepurposeofthe Corporationis toengagein any lawful act or activity forwhichcorporationsmay be organized undertheDelaware General Corporation Law,as amendedfrom time to time (the“DGCL”).
FOURTH: Thetotal numberofsharesof allclassesof capitalstockwhichtheCorporationshall haveauthority toissue is36,000,000, of which35,000,000shares shallbeCommon Stock,parvalue $0.0001 pershare,and 1,000,000shares shallbePreferredStock,par value$0.0001per share.
A. PreferredStock.TheBoard ofDirectorsisexpresslygranted authorityto issue sharesofthe Preferred Stock,inone or moreseries,andto fix foreach suchseriessuchvotingpowers,full orlimited,and such designations,preferencesandrelative,participating,optional or otherspecialrights andsuchqualifications, limitations orrestrictionsthereof as shallbestatedandexpressed in the resolutionor resolutions adoptedby theBoard ofDirectors providingforthe issue ofsuchseries(a“PreferredStockDesignation”)and asmay bepermitted by theDGCL.The number of authorizedsharesof PreferredStockmay be increased ordecreased(but not belowthenumber ofsharesthereof then outstanding) bythe affirmative voteoftheholders of a majority ofthevotingpowerof allofthe then outstandingshares ofthecapitalstockoftheCorporationentitledtovote generallyintheelection ofdirectors, votingtogetheras asingle class,without aseparate voteof theholdersofthePreferred Stock, or anyseriesthereof, unless a vote of anysuchholders isrequiredpursuant to anyPreferredStock Designation.
B. Common Stock. Except as otherwise requiredby lawor as otherwiseprovidedinanyPreferredStockDesignation, the holdersof the Common Stockshallexclusively possess allvotingpowerand each share of Common Stockshall haveone vote.
FIFTH: The name and mailingaddressof thesoleincorporator of the Corporation are as follows:
| Name: | Stuart Neuhauser, Esq. |
| Address: | c/o Ellenoff Grossman & Schole LLP |
| 1345 Avenue of the Americas, Floor 11 | |
| New York, NY 10105 |
SIXTH: The following provisions are inserted for the management of the business and for the conduct of the affairs of the Corporation, and for further definition, limitation and regulation of the powers of the Corporation and of its directors and stockholders:
A. Election of directors need not be by ballot unless the by-laws of the Corporation so provide.
B. The Board of Directors shall have the power, without the assent or vote of the stockholders, to make, alter, amend, change, add to or repeal the by-laws of the Corporation.
C. The directors in their discretion may submit any contract or act for approval or ratification at any annual meeting of the stockholders or at any meeting of the stockholders called for the purpose of considering any such act or contract, and any contract or act that shall be approved or be ratified by the vote of the holders of a majority of the stock of the Corporation which is represented in person or by proxy at such meeting and entitled to vote thereat (provided that a lawful quorum of stockholders be there represented in person or by proxy) shall be as valid and binding upon the Corporation and upon all the stockholders as though it had been approved or ratified by every stockholder of the Corporation, whether or not the contract or act would otherwise be open to legal attack because of directors' interests, or for any other reason.
D. In addition to the powers and authorities hereinbefore or by statute expressly conferred upon them, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation; subject, nevertheless, to the provisions of the statutes of Delaware, of this Certificate of Incorporation, and to any by-laws from time to time made by the stockholders; provided, however, that no by-law so made shall invalidate any prior act of the directors which would have been valid if such by-law had not been made.
SEVENTH: A. A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty by such director as a director, except for liability (i) for any breach of the director's duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from which the director derived an improper personal benefit. If the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended. Any repeal or modification of this paragraph Aby the stockholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation with respect to events occurring prior to the time of such repeal or modification.
B. The Corporation, to the full extent permitted by Section 145 of the DGCL, as amended from time to time, shall indemnify all persons whom it may indemnify pursuant thereto. Expenses (including attorneys' fees) incurred by an officer or director in defending any civil, criminal, administrative, or investigative action, suit or proceeding for which such officer or director may be entitled to indemnification hereunder shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized hereby.
EIGHTH: Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and/or between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this Corporation under Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this Corporation, as the case may be, and also on this Corporation.
IN WITNESS WHEREOF, the undersigned incorporator has executed this Certificate of Incorporation this 18th day of November, 2015.
| /s/ Stuart Neuhauser | |
Stuart Neuhauser Sole Incorporator |