Exhibit 3.1
CERTIFICATE OF AMENDMENT
TO THE
RESTATED AND AMENDED
ARTICLES OF INCORPORATION
OF
VISTAGEN THERAPEUTICS, INC.
VistaGen
Therapeutics, Inc., a Nevada corporation (the "Corporation"), does hereby certify that:
FIRST: This
Certificate of Amendment amends the provisions of the Corporation's
Restated and Amended Articles of Incorporation, as amended (the
"Articles
of Incorporation").
SECOND: The
terms and provisions of this Certificate of Amendment have been
duly adopted in accordance with Section 78.380 of the Nevada
Revised Statutes and shall become effective immediately upon filing
this Certificate of Amendment.
THIRD: The
first paragraph of Article V of the Articles of Incorporation is
hereby amended in its entirety and replaced with the
following:
“This
corporation is authorized to issue two classes of capital stock, to
be designated “Common Stock” and “Preferred
Stock.” The total number of shares of Common Stock
which this corporation is authorized to issue is One Hundred
Seventy Five Million (175,000,000), each having a par value of
$0.001. The total number of shares of Preferred Stock which this
corporation is authorized to issue is Ten Million (10,000,000),
each having a par value of $0.001. The holders of the
Common Stock shall have one (1) vote per share on each matter
submitted to a vote of stockholders. The capital stock
of this corporation, after the amount of the subscription price has
been paid in, shall never be assessable, or assessed to pay debts
of this corporation.”
IN WITNESS
WHEREOF, the Corporation has caused this Certificate of Amendment
to be signed by its officers thereunto duly authorized this 5th day
of September, 2019.
By:
/s/
Jerrold D. Dotson
Name:
Jerrold D. Dotson
Title:
Chief Financial Officer