EXHIBIT 3.1
CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF
BIRCHTECH CORP.
Birchtech Corp. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), DOES HEREBY CERTIFY:
First: The name of the Corporation is Birchtech Corp.
Second: The date on which the Certificate of Incorporation of the Corporation was originally filed with the Secretary of State of the State of Delaware is May 30, 2006, under the name of Digicorp, Inc.
Third: The Corporation is authorized to issue two classes of stock. The total number of shares of stock of each class which the Corporation is authorized to issue and the par value of each share of each class of stock are as follows:
| Class |
| Par Value |
|
| Authorized Shares |
| ||
| Common |
| $ | 0.001 |
|
|
| 150,000,000 |
|
| Preferred |
| $ | 0.001 |
|
|
| 2,000,000 |
|
| Total |
|
|
|
|
|
| 152,000,000 |
|
Fourth: That Article Fourth of the Certificate of Incorporation of the Corporation, as amended (the “Certificate of Incorporation”), is hereby amended to read in its entirety as follows:
“FOURTH: The Corporation is authorized to issue two classes of stock. One class of stock shall be Common Stock, par value $0.001 per share. The second class of stock shall be Preferred Stock, par value $0.001 per share. The Preferred Stock, or any series thereof, shall have such designations, preferences and relative, participating, optional or other special rights and qualifications, limitations or restrictions thereof as shall be expressed in the resolution or resolutions providing for the issue of such stock adopted by the Board of Directors and may be made dependent upon facts ascertainable outside such resolution or resolutions of the Board of Directors, provided that the matter in which such facts shall operate upon such designations, preferences, rights and qualifications; limitations or restrictions of such class or series of stock is clearly and expressly set forth in the resolution or resolutions providing for the issuance of such stock by the Board of Directors.
The total number of shares of stock of each class which the Corporation shall have authority to issue and the par value of each share of each class of stock are as follows:
| Class |
| Par Value |
|
| Authorized Shares |
| ||
| Common |
| $ | 0.001 |
|
|
| 50,000,000 |
|
| Preferred |
| $ | 0.001 |
|
|
| 2,000,000 |
|
| Total |
|
|
|
|
| 52,000,000 |
| |
Fifth: The foregoing amendment was duly adopted in accordance with the provisions of Section 242 of the DGCL.
Sixth: That this Certificate of Amendment to the Certificate of Incorporation shall be effective upon its filing date.
IN WITNESS WHEREOF, this Corporation has caused this Certificate of Amendment to the Certificate of Incorporation to be signed by its President and Chief Executive Officer this 27th day of July, 2026.
| BIRCHTECH CORP. | |||
| By: | /s/ Richard MacPherson | ||
|
| Name: | Richard MacPherson | |
| Title: | President and Chief Executive Officer | ||