EXHIBIT 3.1

 

 

 

 

 
 

 

 

 

 
 

 

 

CERTIFICATE OF AMENDMENT

to the

ARTICLES OF INCORPORATION

of

COSMOS HEALTH INC.

 

COSMOS HEALTH INC., a corporation organized and existing under the General Corporation Law of the State of Nevada (the “Corporation”), does hereby certify as follows:

 

FIRST: The name of the Corporation is Cosmos Health Inc. The Corporation’s Amended and Restated Articles of Incorporation were filed with the Secretary of State of the State of Nevada on October 4, 2021 (the “Articles of Incorporation”).

 

SECOND: The Board of Directors of the Corporation has duly adopted a resolution pursuant to Section 78.390 of the Nevada Revised Statutes setting forth a proposed amendment to the Articles of Incorporation of the Corporation (the “Certificate of Amendment”) and declaring said amendment to be advisable. The requisite stockholders of the Corporation have duly approved said proposed amendment in accordance with Section 78.320 and 78.390 of the Nevada Revised Statutes of the State of Nevada. The amendment amends the Articles of Incorporation of the Corporation as follows:

 

ARTICLE III of the Corporation’s Articles of Incorporation shall be amended by adding the following as a new Section 3.01 thereto:

 

Reverse Stock Split. As of the date set forth herein (the “Effective Time”) and pursuant to Section 78.390 of the General Corporation Law of the State of Nevada, each twenty (20) shares of the Corporation’s Common Stock, issued and outstanding immediately prior to the Effective Time (the “Old Common Stock”) shall automatically without further action on the part of the Corporation or any holder of Old Common Stock, be reclassified, combined, converted and changed into one (1) fully paid and nonassessable shares of common stock, par value of $0.001 per share (the “New Common Stock”), subject to the treatment of fractional share interests as described below (the “Reverse Stock Split”). The conversion of the Old Common Stock into New Common Stock will be deemed to occur at the Effective Time. From and after the Effective Time, certificates representing the Old Common Stock shall represent the number of shares of New Common Stock into which such Old Common Stock shall have been converted pursuant to this Certificate of Amendment. Holders who otherwise would be entitled to receive fractional share interests of New Common Stock upon the effectiveness of the reverse stock split shall be entitled to receive a whole share of New Common Stock in lieu of any fractional share created as a result of such Reverse Stock Split.

 

THIRD: This Certificate of Amendment shall be effective as of 4:00 p.m., Pacific Time, on November 12th, 2026.