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BRFH · Current Report (Form 8-K) · Filed June 12, 2026

Barfresh Food Group Inc — 8-K exhibit

ex3-1.htm
Barfresh Food Group Inc on Boardroom Alpha

 

Exhibit 3.1

 

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

BARFRESH FOOD GROUP INC.

 

BARFRESH FOOD GROUP INC. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware, hereby certifies as follows:

 

FIRST: The Board of Directors of Barfresh Food Group Inc. duly adopted resolutions setting forth a proposed amendment of the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and that the amendment be presented to the stockholders for consideration and approval. The resolution setting forth the proposed amendment is as follows:

 

RESOLVED, that the Certificate of Incorporation of this Corporation be amended by changing the Article thereof numbered “FOURTH” so that, as amended, said Article shall be and read as follows:

 

The total number of shares of stock that the Corporation shall have authority to issue is 35,400,000, consisting of 35,000,000 shares of common stock, par value $0.000001 per share (“Common Stock”) and 400,000 shares of preferred stock, par value $0.000001 per share (“Preferred Stock”).

 

The Preferred Stock may be issued from time to time in one or more series. The Board of Directors of the Corporation (the “Board of Directors”) is expressly authorized to provide for the issue of all or any of the remaining shares of the Preferred Stock in one or more series, and to fix the number of shares and to determine or alter, for each such series, such powers, designations, preferences and relative, participating, optional or other rights and such qualifications, limitations or restrictions thereof, as shall be stated and expressed in the resolution or resolutions adopted by the Board of Directors providing for the issue of such series and as may be permitted by the General Corporation Law of the State of Delaware. The Board of Directors is also expressly authorized to increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of any series subsequent to the issue of shares of that series. In case the number of shares of any such series shall be so decreased, the shares constituting such decrease shall resume the status which they had prior to the adoption of the resolution originally fixing the number of shares of such series.

 

SECOND: This amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

 

THIRD: All other provisions of the Certificate of Incorporation shall remain in full force and effect.

 

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by Lisa Roger, its Corporate Secretary, this 11th day of June, 2026.

 

  /s/ Lisa Roger
  Lisa Roger, Corporate Secretary

 

 

 

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