Delaware
EX-2.3 4 f8k013012ex2iii_organovo.htm CERTIFICATE OF MERGER AS FILED WITH THE DELAWARE SECRETARY OF STATE EFFECTIVE JANUARY 30, 2012 f8k013012ex2iii_organovo.htm
Exhibit 2.3
| Delaware | PAGE 1 |
The First State
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 MERGER, WHICH MERGES:
"ORGANOVO HOLDINGS, INC.", A NEVADA CORPORATION, WITH AND INTO "ORGANOVO HOLDINGS, INC." UNDER THE NAME OF "ORGANOVO HOLDINGS, INC.", A CORPORATION ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE OF DELAWARE, AS RECEIVED AND FILED IN THIS OFFICE THE THIRTIETH DAY OF JANUARY, A.D. 2012, AT 5:31 O'CLOCK P.M.
A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS.
| 5101595 8100M 120102073 |  |  |
| You may verify this certificate online at corp.delaware.gov/authver.shtml | ||
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| State of Delaware Secretary of State Division of Corporations Delivered 05:31 PM 01/30/2012 FILED 05:31 PM 01/30/2012 SRV 120102073 - 5101595 FILE |
CERTIFICATE OF MERGER
OF
ORGANOVO HOLDINGS, INC.
a Nevada corporation
INTO
ORGANOVO HOLDINGS, INC.
a Delaware corporation
Pursuant to Title 8, Section 252 of the Delaware General Corporation Law, the undersigned corporation executed the following Certificate of Merger:
FIRST: The name of the surviving corporation is Organovo Holdings, Inc., a Delaware corporation, and the name of the corporation being merged into this surviving corporation is Organovo Holdings, Inc., a Nevada corporation.
SECOND: The agreement of merger has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations pursuant to Title 8 Section 252 of the General Corporation Law of the State of Delaware.
THIRD: The name of the surviving corporation is Organovo Holdings, Inc., a Delaware corporation.
FOURTH: The Certificate of Incorporation of the surviving corporation shall be its Certificate of Incorporation.
FIFTH: The authorized stock and par value of the non-Delaware corporation is 100,000,000 shares of common stock, par value $0.0001 per share, and 10,000,000 blank check shares of preferred stock, par value $0.0001 per share.
SIXTH: The merger is to become effective on January 30, 2012.
SEVENTH: The agreement of merger is on file at the principal office of the survivor: c/o Organovo Holdings, Inc. at 710 Wellingham Drive, Durham, NC 27713.
EIGHTH: A copy of the agreement of merger will be furnished by the surviving corporation on request, without cost, to any stockholder of the constituent corporations.
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IN WITNESS WHEREOF, said surviving corporation has caused this certificate to be signed by an authorized officer, the 30 day of January, 2012.
| ORGANOVO HOLDINGS, INC. | |||
| By: |  | ||
| Name: | Deborah Lovig | ||
| Title : | President | ||
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