EX-3.7 2 sunshine_ex0307.htm AMENDMENT TO ARTICLES OF INCORPORATION RE-ESTABLISHING CAPITALIZATION FOLLOWING REVERSE STOCK SPLIT

Exhibit 3.7

 

 

 

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ARTICLES OF AMENDMENT
Relating to
STOCK SPLIT TRANSACTION
of
SUNSHINE BIOPHARMA, INC

 

Pursuant to CRS 7-106-105 of the Colorado Business Corporation Act

 

I, Dr. Steve N. Slilaty, President and Chief Executive Officer of Sunshine Biopharma, Inc., a corporation organized and existing under the Colorado Business Corporation Act (the “Company”), in accordance with the provisions of Section 7-106-105 thereof, DO HEREBY CERTIFY:

 

1.  That, on December 23, 2021, in accordance with CRS 7-108-202 of the Colorado Business Corporation Act, the Board of Directors of the Company adopted a resolution authorizing a reverse stock split. On February 2, 2022, the Board of Directors adopted the ratio of the reverse stock split to be 1:200

 

2.  That, on December 24, 2021, in accordance with CRS 7-107-104 of the Colorado Business Corporation Act, the requisite majority of the shareholders of the Company entitled to vote approved the resolution adopted by the Board of Directors authorizing a reverse stock split.

 

3.  That said resolution of the Board of Directors of the Company authorizing the reverse stock split of the Company’s Common Stock, provides that Article II of the Companys Articles of Incorporation, as amended, shall not be amended as a result of the reverse stock split, but shall remain as stated below herein. Effective as of the close of business on February 8, 2022 (the “Effective Time”), the filing of this Amendment shall affect a reverse stock split pursuant to which each 200 shares of Common Stock issued and outstanding shall be combined into one (1) validly issued, fully paid and nonassessable share of Common Stock. The number of authorized shares and the par value of the Common Stock and Preferred Stock shall not be affected by the reverse stock split. The corporation shall not issue fractional shares to shareholders holding less than one (1) share of Common Stock as a result of the reverse stock split. Rather, all fractional shares held by shareholders holding less than one (1) share of Common Stock will be rounded up.

 

And the first paragraph of Section 1 of the Article thereof numbered “II” of Attachment 1 to the Articles of Incorporation shall remain as stated, including the following:

 

Section 1. Number: The amount of the total authorized capital stock of the corporation shall be three billion thirty million (3,030,000,000) shares consisting of Three Billion (3,000,000,000) shares of Common Stock, $0.001 par value per share, and Thirty Million (30,000,000) shares of Preferred Stock, par value $0.10 per share, consisting of Twenty Nine Million (29,000,000) undesignated shares of Preferred Stock, $0.10 par value per share and One Million (1,000,000) shares of Series “B” Preferred Stock, par value $0.10 per share, the designations, preferences, limitations and relative rights of the shares of each such class are as follows:

 

4.  That in accordance the Colorado Business Corporation Act these Articles of Amendment shall be effective on February 9, 2022 at market open.

 

 

 

 

 

 

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IN WITNESS WHEREOF, I have executed and subscribed these Articles of Amendment on behalf of the Company and do affirm the foregoing as true this day of February 2022.

 

  By: /s/ Dr. Steve N. Slilaty                          
         Dr. Steve N. Slilaty
         President and Chief Executive Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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