EX-3.1 2 dex31.htm CERTIFICATE OF AMENDMENT FILED WITH THE NEVADA SECRETARY OF STATE ON JUNE 6, 201 Certificate of Amendment filed with the Nevada Secretary of State on June 6, 201

Exhibit 3.1



   Secretary of State
   204 North Carson Street, Suite 1
   Carson City, Nevada 89701-4520
   (775) 684-5708
   Website: www.nvsos.gov


Certificate of Amendment

(PURSUANT TO NRS 78.385 AND 78.390)


Certificate of Amendment to Articles of Incorporation

For Nevada Profit Corporations

(Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)

1. Name of corporation:

Odyssey Marine Exploration, Inc.

2. The articles have been amended as follows: (provide article numbers, if available)

The first sentence of Article IV (Capital Stock) of the Articles of Incorporation is hereby amended by deleting it in its entirety and inserting in lieu thereof the following:

“The aggregate number of shares which this Corporation shall have the authority to issue is: One Hundred Fifty Million (150,000,000) shares of $0.0001 par value each, which shares shall be designated “Common Stock”; and Ten Million (10,000,000) shares of $0.0001 par value each, which shares shall be designated “Preferred Stock” and which may be issued in one or more series at the discretion of the Board of Directors.”

3. The vote by which the stockholders holding shares in the corporation entitling them to exercise a least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation* have voted in favor of the amendment is: Shares representing 71.6% of the outstanding voting power (or 95.3% of the shares voted) were voted in favor of the amendment.

4. Effective date of filing: (optional)

(must not be later than 90 days after the certificate is filed)

5. Signature: (required)




Signature of Officer Michael J. Holmes, Chief Financial Officer



* If any proposed amendment would alter or change any preference or any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless to limitations or restrictions on the voting power thereof.

IMPORTANT: Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected.


This form must be accompanied by appropriate fees.   

Nevada Secretary of State Amend Profit-After

Revise: 3-6-09