Exhibit 3.9
I, MICHAEL HARKINS, 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 “LANNETT COMPANY, INC.” FILED IN THIS OFFICE ON THE THIRD DAY OF DECEMBER, A.D. 1991, AT 10:30 O’CLOCK A.M.
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Certificate of incorporation
Of
Lannett company, inc.
THE UNDERSIGNED, in order to form a corporation for the purposes hereinafter stated under and pursuant to the provisions of the General Corporation Law of the State of Delaware, does hereby certify as follows:
LANNETT COMPANY, INC.
Five million (5,000,000) Shares of Common Stock, $.001 Par Value
Name | Address |
Nancy A. Briasco | c/o Clark, Ladner, Fortenbaugh & Young 2005 Market Street Philadelphia, PA 19103 |
| |
IN WITNESS WHEREOF, the incorporator has hereunto set her hand and seal this 2nd day of December, 1991.
I, MICHAEL HARKINS, SECRETARY OF STATE OF THE STATE OF DELAWARE DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF OWNERSHIP OF LANNETT COMPANY, INC., A CORPORATION ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE OF DELAWARE MERGING LANNETT COMPANY, INC., A CORPORATION ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE OF PENNSYLVANIA, PURSUANT TO SECTION 253 OF THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARE, AS RECEIVED AND FILED IN THIS OFFICE THE NINETEENTH DAY OF DECEMBER, A.D. 1991, AT 9 O’CLOCK A.M.
AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CORPORATION SHALL BE GOVERNED BY THE LAWS OF THE STATE OF DELAWARE
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CERTIFICATE OF OWNERSHIP AND MERGER
Pursuant to the provisions of Section 253 of the General Corporation Law of the State of Delaware, the undersigned corporations, LANNETT COMPANY, INC. (“Lannett-DE”), a Delaware corporation, and LANNETT COMPANY, INC. (“Lannett-PA”), a Pennsylvania corporation, hereby adopt the following Certificate of Ownership and Merger.
“RESOLVED, that this Corporation merge with and into its wholly-owned subsidiary, Lannett Company, Inc. (“Lannett-DE”), a Delaware corporation, with Lannett-DE being the surviving corporation; and, be it further
RESOLVED, that the shareholders of this Corporation shall be the sole stockholders of Lannett-DE subsequent to the effective date of the merger and shall hold the same number of shares of stock in Lannett-DE as they held in this Corporation.”
The merger was approved on December 6, 1991 by a majority of the shareholders of Lannett-PA in accordance with the provisions of the Business Corporation Law of the Commonwealth of Pennsylvania.
IN WITNESS WHEREOF, each of the undersigned corporations have caused this Certificate to be signed on this 16th day of December, 1991.
ARTICLES OF MERGER-DOMESTIC BUSINESS CORPORATION
DSCB:15-1925 (Rev59)
In compliance with the requirements of 15 Pa.C.S. § 1925 (relating to articles of merger or consolidation), the undersigned business corporations, desiring to effect a merger, hereby state that:
1. | The name of the corporation surviving the merger is LANNETT COMPANY, INC. |
2. | (Check and complete one of the following): |
____ The surviving corporation is a domestic business corporation and the (a) address of its current registered office is this Commonwealth or (b) commercial registered offer provider and the venue is (the Department is hereby authorized to correct the following address to conform to the records of the Department):
(a) | Number and StreetCityStateZipCounty |
(b) | Name of Commercial Registered Office ProviderCounty |
X The surviving corporation is a qualified foreign business corporation incorporated under the law of Delaware and the (a) address of its current registered office in this Commonwealth or (b) commercial registered office provider and the county of venue is (the Department is hereby authorized to correct the following address to conform to the records of the Department):
(c) | 9000 State Road Philadelphia PA 19103 Philadelphia Number and StreetCityStateZipCounty |
(d) | Name of Commercial Registered Office ProviderCounty |
For a corporation represented by a commercial registered office provider, the county in (b) shall be deemed the county in which the corporation is located for venue and official publication purposes.
____ The surviving corporation is a nonqualified foreign business corporation incorporated under the laws of
Number and StreetCityStateZipCounty
3. | The name and address of the registered office of each other domestic business corporation and qualified foreign business corporation which is a party to the plan of merger are as follows: |
Lannett Company, Inc.,
a Pennsylvania Corporation
9000 State Road
Philadelphia, PA 19103
EXHIBIT “A”
AGREEMENT
AND
PLAN OF MERGER
OF
LANNETT COMPANY, INC.,
a Pennsylvania corporation
INTO
LANNETT COMPANY, INC.
a Delaware corporation
Dated:December 16, 1991
APPLICATION FOR CERTIFICATE OF AUTHORITY
DSCB:15-4124/6124 (Rev 90)-2
Indicate type of corporation (check one):
X | Foreign Business Corporation (15 Pa.C.S. §4124) |
| Foreign Nonprofit Corporation (15 Pa.C.S. §6124) |
In compliance with the requirements of the applicable provisions of 15 Pa.C.S. (relating to corporations and unincorporated associations) the undersigned association hereby states that:
2. | The name which the corporation adopts for use in this Commonwealth is (complete only when the corporation must adopt a corporate designator for use in Pennsylvania): |
3. | (If the name set forth in Paragraph 1 is not available for use in the Commonwealth, complete the following): |
The fictitious name which the corporation adopts for use in transacting business in the Commonwealth is:
This corporation shall do business in Pennsylvania only under such fictitious name pursuant to the attached resolution of the board of directions under the applicable provisions of 15 Pa.C.S. (relating to corporations and unincorporated associations) and the attached form DBCB:54-311 (Application for Registration of Fictitious Name).
4. | The name of the jurisdiction under the laws of which the corporation is incorporated is: |
Delaware
5. | The address of its principal office under the laws of the jurisdiction in which it is incorporated is: |
2 West Loockerman Street Dover Delaware 19903 Kent
Number and StreetCityStateZipCounty
6. | The (a) address of this corporation’s proposed registered office in this Commonwealth or (b) name of its commercial registered office provider and the county of venue is: |
(a) | 9000 State Road Philadelphia PA 19036 Philadelphia Number and StreetCityStateZipCounty |
(b) | c/o: Name of Commercial Registered Office Provider |
For a corporation represented by a commercial registered office provider, the county in (b) shall be deemed the county in which the corporation is located for venue and official publication purposes.
7. | (Check one of the following): |
X (Business corporation): The corporation is a corporation incorporated for a purpose or purposes involving pecuniary profit, incidental or otherwise.
____ (Nonprofit corporation): The corporation is a corporation incorporated for a purpose or purposes not involving pecuniary profit, incidental or otherwise.
IN TESTIMONY WHEREOF, the undersigned corporation has caused this Application for a Certificate of Authority to be signed by a duly authorized officer this 16th day of December, 1991.
Lannett Company, Inc.
(Name of Corporation)
BY: /s/ Barry Weisberg
TITLE:Barry Weisberg, President
Ø | Lannett Company, Inc. a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, |
DOES HEREBY CERTIFY:
Ø | FIRST: That at a meeting of the Board of Directors of Lannett Company, Inc. |
resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of said corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows:
RESOLVED, that the Certificate of Incorporation of this corporation be amended by changing the Article thereof numbered “ 4 ” so that, as amended, said Article shall be and read as follows: “The corporation is authorized to issue capital stock to the extent of 50,000,000 shares of common stock $.001 par value.
Ø | SECOND, That thereafter, pursuant to resolution of its Board of Directors, a special meeting of the stockholders of said corporation was duly called and held, upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the amendment. |
Ø | THIRD, That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware. |
Ø | FOURTH, That the capital of said corporation shall not be reduced under or by reason of said amendment. |
IN WITNESS WHEREOF, said Lannett Company, Inc.
has caused this certificate to be signed by
Barry Weisberg , its President,
and Audrey Farber , its Secretary,
this 16th day of February , 1993.
CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF
LANNETT COMPANY, INC.
LANNETT COMPANY, INC., a corporation organized and existing under and by virtue of the Delaware General Corporation Law, DOES HEREBY CERTIFY:
1. That, on August 13, 2013, the Board of Directors of the Corporation, pursuant to the authority vested in it by Section 141 of the Delaware General Corporation Law (the “DGCL”), adopted a Resolution proposing and declaring advisable the following amendment to the Certificate of Incorporation of said Corporation:
RESOLVED, that this Corporation’s Certificate of Incorporation is hereby amended by revising Paragraph 4 to read as follows:
4. | The corporation is authorized to issue capital stock to the extent of: One Hundred Million (100,000,000) Shares of Common Stock, $.001 Par Value |
2. That, on January 22, 2014, the stockholders having a majority of the outstanding stock entitled to vote thereon voted in favor of the foregoing Amendment in accordance with the provisions of Section 211 of the DGCL.
3. That the foregoing Amendment was duly adopted in accordance with the applicable provisions of Section 242 of the DGCL.
IN WITNESS WHEREOF, said Lannett Company, Inc., has caused this Certificate of Amendment to be executed by its duly authorized officer this 24th day of January, 2014.
State of Delaware
Secretary of State
Division of Corporations
Delivered 07:47 AM 02/03/2023
FILED 07:47 AM 02/03/2023
SR 20230361207 - File Number 2280565
CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF
LANNETT COMPANY, INC.
LANNETT COMPANY, INC., a corporation organized and existing under and by virtue of the Delaware General Corporation Law, DOES HEREBY CERTIFY:
1. The name of this corporation is Lannett Company, Inc. and the date on which the Certificate of Incorporation of this corporation was originally filed with the Secretary of State of the State of Delaware was December 3, 1991 (the “Certificate of Incorporation”).
2. The date on which the first amendment to the Certificate of Incorporation was originally filed with the Secretary of State of the State of Delaware was February 18, 1993.
3. That, on January 25, 2023, the Board of Directors of the corporation, pursuant to the authority vested in it by Section 141 of the Delaware General Corporation Law (the “DGCL”), adopted as a resolution proposing and declaring advisable the following amendment (the “Amendment”) to the Certificate of Incorporation, as amended, of said corporation:
RESOLVED, that this corporation’s Certificate of Incorporation, as amended, is hereby amended by revising Paragraph 4 to read as follows:
4. | The corporation is authorized to issue capital stock to the extent of: |
25,000,000 Shares of Common Stock, $.001 Par Value
Upon the filing and effectiveness (the “Effective Time”) pursuant to the Delaware General Corporation Law of this Certificate of Amendment to the Certificate of Incorporation, as amended, of the corporation, each 4 shares of Common Stock, $.001 Par Value (the “Old Common Stock”), either issued and outstanding or held by the corporation in treasury stock immediately prior to the Effective Time shall, automatically and without any action on the part of the respective holders thereof, be combined and converted into one (1) share of Common Stock, $.001 Par Value (the “New Common Stock”). The corporation shall, through its transfer agent, provide a book-entry statement reflecting the number of shares of New Common Stock to which the holder is entitled following a reverse stock split to holders of Old Common Stock. From and after the Effective Time, certificates representing shares of Old Common Stock are hereby canceled and shall represent only the right of holders thereof to receive New Common Stock. The Corporation shall not issue fractional shares of New Common Stock and, in lieu thereof, the corporation’s transfer agent shall aggregate all fractional shares remaining after the Reverse Stock Split and sell them as soon as practicable after the Effective Time at the then prevailing prices on the open market, on behalf of those stockholders who would otherwise be entitled to receive a fractional share, and after the transfer agent’s completion of such sale, stockholders shall receive a cash payment
(without interest or deduction) from the transfer agent in an amount equal to their respective pro rata share of the total net proceeds of that sale. From and after the Effective Time, the term “New Common Stock” as used in this Paragraph 4 shall mean Common Stock as provided in the Certificate of Incorporation, as amended.
4. That, on January 25, 2023, the stockholders having a majority of the outstanding stock entitled to vote thereon voted in favor of the foregoing Amendment in accordance with the provisions of Section 211 of the DGCL.
5. That the foregoing Amendment was duly adopted in accordance with the applicable provisions of Section 242 of the DGCL.
6. The effective date of the foregoing Amendment is February 6, 2023 at 5:00 P.M.
IN WITNESS WHEREOF, said Lannett Company, Inc. has caused this Certificate of Amendment to be executed by its duly authorized officer this 3rd day of February, 2023.