UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC  20549

__________________


FORM 8-K


CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934


Date of report (Date of earliest event reported):   September 12, 2014


TYME TECHNOLOGIES, INC.

(Exact Name of Registrant as Specified in Charter)


Delaware

 

333-179311

 

45-3864597

(State or Other Jurisdiction of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)


c/o Crone Kline Rinde LLP

488 Madison Avenue

12 th Floor

New York, NY 10022

(Address of Principal Executive Offices)


Registrant’s telephone number, including area code:

(212) 400-6900


Global Group Enterprises Corp.

(Former name or former address, if changed since last report)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):


¨

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

¨

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

¨

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

¨

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



Item 1.01   Entry into a Material Definitive Agreement.


On September 12, 2014, Global Group Enterprises Corp., a Florida corporation (“GGET”), entered into an Agreement and Plan of Merger (the “Plan of Merger”) with Tyme Technologies, Inc., its wholly owned Delaware subsidiary (“Tyme”), pursuant to which GGET merged with and into Tyme (the “Merger”).  The information contained in Item 3.03 below regarding the terms and conditions of the Plan of Merger is incorporated herein by reference.  


Plan of Merger is filed as Exhibit 2.1 hereto and incorporated herein by reference.


Item 3.02.   Unregistered Sales of Equity Securities.


The information contained in Item 3.03 below regarding the issuance of Tyme Common Stock (as defined below) in exchange for GGET Common Stock (as defined below) is incorporated herein by reference.  The issuance of the shares of Tyme Common Stock pursuant to the Plan of Merger was exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, as a transaction not involving any public offering.


Item 3.03.   Material Modification to Rights of Security Holders


Effective as of September 18, 2014, GGET merged with and into Tyme, with Tyme as the surviving corporation and successor in interest to GGET, pursuant to the Plan of Merger.  The Merger was accomplished by the filing of (a) Articles of Merger with the Secretary of State of the State of Florida (the “Articles of Merger”) and (b) a Certificate of Merger with the Secretary of State of the State of Delaware (the “Certificate of Merger”).  The purpose of the Merger was to re-domicile GGET from Florida to Delaware and to effect a name change and recapitalization, as described below.  


The Plan of Merger was duly approved by the written consent of the majority stockholders of GGET, and by GGET, as the sole stockholder of Tyme, on September 12, 2014.  The Plan of Merger had previously been approved by the sole directors of each of GGET and Tyme as of September 12, 2014.  In connection with the Merger, each shareholder of GGET was provided with notice of appraisal rights, as prescribed by the Florida Business Corporation Act (“FBCA”).


Tyme was incorporated on August 22, 2014, for the sole purpose of effecting the Merger. Tyme has an authorized share capital of 300,000,000 shares of common stock, par value $0.0001 per share (“Tyme Common Stock”) and 10,000,000 shares of preferred stock, par value $0.0001 per share.  Prior to the Merger, Tyme had 100 shares of its Tyme Common Stock outstanding, held by GGET, and therefore was a wholly-owned subsidiary of GGET.  Prior to the Merger, Tyme had no assets, liabilities or business.  


Pursuant to the Plan of Merger, upon the effectiveness of the Merger:


·

GGET re-domiciled from Florida to Delaware and changed its name from “Global Group Enterprises Corp.” to “Tyme Technologies, Inc.”;

 

 

·

The authorized capital stock of GGET increased from 250,000,000 shares of common stock, par value $0.0001 per share (“GGET Common Stock”) to 310,000,000 shares of Tyme, consisting of 300,000,000 shares of Tyme Common Stock and 10,000,000 shares of preferred stock, par value $0.001 per share;


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·

The affairs of the registrant ceased to be governed by the FBCA and became subject to the Delaware General Corporation Law (“DGCL”);

 

 

·

The Amended and Restated Certificate of Tyme and its existing bylaws became the Certificate of Incorporation (the “Delaware Certificate of Incorporation”) and new bylaws (the “Delaware Bylaws”) of the registrant by operation of the Merger;

 

 

·

The sole director of Tyme immediately preceding the Merger became the sole director of the surviving corporation on and after the effectiveness of the Merger, and the sole officer of Tyme immediately preceding the Merger became the sole officer of the surviving corporation on and after the effectiveness of the Merger;

 

 

·

Each share of the GGET Common Stock issued and outstanding immediately before the Merger automatically extinguished and converted into 4.3334 issued and outstanding and fully paid and non-assessable shares of Tyme Common Stock subject to the same terms, conditions as it existed immediately before the Merger;

 

 

·

Each holder of record of a stock certificate evidencing outstanding shares of GGET Common Stock prior to the Merger (“Old Certificates”) is entitled to receive, upon surrender of Old Certificates to the surviving corporation’s transfer agent for cancellation, a certificate (a “New Certificate”) evidencing the number of shares of GGET Common Stock into and for which the shares formerly represented by Old Certificates so surrendered are converted pursuant to the Merger.  No fractional shares will be issued.  In lieu of any fractional shares to which a holder would otherwise be entitled Tyme will round such fraction up to the next whole integer; and

 

 

·

Tyme, as the successor registrant, will continue to file reports under Section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations thereunder.


The Merger did not materially modify the rights of the registrant’s shareholders.  However, as of the effective date of the Merger, the determination of the rights of the registrant’s shareholders began to be governed by the DGCL and by the Delaware Certificate of Incorporation and the Delaware Bylaws, adopted pursuant to the Plan of Merger, which are filed as exhibits to this report.  There are some key differences between DGCL and FBCA, which are summarized in the chart below.  This chart does not address each difference between Florida law and Delaware law, but focuses on those differences which the registrant believes are most relevant to the shareholders.  This chart is not intended as an exhaustive list of all differences, and is qualified in its entirety by reference to the full text of, and decisions interpreting, applicable Florida and Delaware law.


Comparison of Stockholder Rights


Florida

  

Delaware

Authorized Capital Stock

The authorized capital stock of GGET immediately prior to the Merger consisted of 250,000 shares of common stock and no shares of preferred stock.

 

The authorized capital stock of Tyme immediately following the Merger consists of 300,000,000 shares of common stock and 10,000,000 shares of preferred stock.


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Amendment of Certificate/Articles of Incorporation  

Section 607.1003 of the FBCA provides that, subject to provisions in the articles of incorporation or the board of directors requiring a greater vote or a vote by voting groups, the amendment must be approved by a majority of the votes entitled to be cast on the amendment by any voting group with respect to which the amendment would create dissenters’ rights, and the votes required by Sections 607.0725 (quorum and voting requirements for voting group) and Sections 607.0726 (action by single and multiple voting groups) by every other voting group entitled to vote on the amendment.  


The Board of Directors must recommend the amendment to the shareholders, unless the Board of Directors determines that because of conflict of interest or other special circumstances it should make no recommendation and communicates the basis for its determination to the shareholders with the amendment. Unless otherwise provided in the articles of incorporation, the shareholders of a corporation having 35 or fewer shareholders may amend the articles of incorporation without an act of the directors at a meeting for which notice of the changes to be made is given.

 

Section 242 of the DGCL provides that an amendment of the certificate of incorporation requires the affirmative vote of the majority of the outstanding stock entitled to vote.


The DGCL provides that the certificate of incorporation of a Delaware corporation may be amended upon adoption by the Board of Directors of a resolution setting forth the proposed amendment and declaring its advisability, followed by the affirmative vote of a majority of the outstanding shares entitled to vote.  It also provides that a certificate of incorporation may provide for a greater vote than would otherwise be required by the DGCL.


The Delaware Certificate of Incorporation does not contain provisions requiring a greater vote by the stockholders in connection with the amendment to its certificate of incorporation.

Number of Directors

The Bylaws of GGET provided that the number of directors of GGET would be between one and five, as the directors by resolution determined from time to time.  The number of directors of the GGET immediately prior the Merger was one.

 

The Delaware Bylaws provide that, except as otherwise required by the Certificate of Incorporation, the number of directors which shall constitute the whole board of directors shall be fixed from time to time by resolution of the Board of Directors, but shall not be less than one and not more than eleven.  The current number of directors of the registrant is one.

Certification of Shares

Under Section 607.0626 of the FBCA, shares may but need not be represented by certificates.  Unless the articles of incorporation or by-laws provide otherwise, the board of directors of a corporation may authorize the issue of some or all of the shares of any or all of its classes or series without certificates.  The authorization does not affect shares already represented by certificates until they are surrendered to the corporation.

 

Under Section 158 of the DGCL the shares of a corporation shall be represented by certificates, provided that the board of directors of a corporation may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated shares (except that the foregoing shall not apply to shares represented by a certificate until such certificate is surrendered to the corporation).


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The bylaws of GGET required that its shares be certificated, but allowed the Board of Directors to authorize by resolution that some or all of any or all classes or series of the Corporation’s stock shall be uncertificated shares, provided that any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the corporation.

 

The Delaware Bylaws allow the Board of Directors to authorize by resolution that some or all of any or all classes or series of its stock shall be uncertificated shares, provided that any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the corporation.  In this regard, this provision of the Delaware Bylaws is similar to the corresponding provision in the GGET bylaws.

Standard of Conduct for Directors

Under Section 607.0830 of the FBCA, a director has a fiduciary relationship to the corporation and its  shareholders and is required to discharge his or duties as a director, including his or her duties as a member of a committee:


·          in good faith with the care an ordinarily prudent person in a like position would exercise under similar circumstances, and


·          In a manner he or she reasonably believes to be in the best interests of the corporation.


In discharging his or her duties, a director may consider such factors as the director deems relevant, including:


·          the long-term prospects and interests of the corporation and its shareholders, and the social, economic, legal, or other effects of any action on the employees, suppliers, customers of the corporation or its subsidiaries, the communities and society in which the corporation or its subsidiaries operate, and the economy of the state and the nation.

 

Under the DGCL, the standards of conduct for directors have developed through written opinions of the Delaware courts.  Generally, directors of Delaware corporations are subject to fiduciary duties of care, loyalty and good faith.  


The duty of loyalty has been said to require directors to refrain from self-dealing and the duty of care requires directors managing the corporate affairs to use that amount of care which ordinarily careful and prudent persons would use in similar circumstances and act on an informed basis after due consideration of the relevant information that is reasonably available.  In general, gross negligence has been established as the test for breach of the standard for the duty of care in the process of decision-making by directors of Delaware corporations.  Breaching the duty of good faith requires more, for example, intentional dereliction of duty or a conscious disregard of one’s responsibilities.  


When directors act consistently with their duties of care, loyalty and good faith, their decisions generally are presumed to be valid under the business judgment rule.

Limitation of Liability

Section 607.0831 of the FBCA generally provides that a director of a corporation is not personally liable for monetary damages to the corporation or other person unless;


·          The director breached or failed to perform his or her  duties as a director, and such breach of, or failure to perform, these duties constitutes: a violation of criminal law;

 

Section 145 of the DGCL permits a corporation to include in its certificate of incorporation a provision eliminating or limiting the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except that such provision may not limit the liability of a director for:


·          any breach of the director’s duty of loyalty to the corporation or its stockholders;


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·          constitutes a transaction from which the director derived an improper personal benefit, either directly or indirectly;


·          In a proceeding by or in the right of the corporation to procure a judgment in its favor or by or in the right of a shareholder, conscious disregard for the best interest of the corporation, or willful misconduct; or


·          In a proceeding by or in the right of someone other than the corporation or a shareholder, recklessness or an act or omission which was committed in bad faith or with malicious purpose or in a manner exhibiting wanton and willful disregard of human rights, safety, or property.


The director’s breach of, or failure to perform, duties as a director constitutes a violation of the criminal law, unless the director had reasonable cause to believe his or her conduct was lawful or had no reasonable cause to believe his conduct was unlawful.

 

·          acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;


·          liability under the DGCL for unlawful payment of dividends or stock purchases or redemptions; or


·          any transaction from which the director derived an improper personal benefit.


The Delaware Certificate of Incorporation contains a provision limiting the liability of its directors in this manner.  It limits the liability of the registrant’s directors to the fullest extent permitted by the DGCL.  A director of the registrant shall not be personally liable to the registrant or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Registrant or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from which the director derived any improper personal benefit.

Indemnification

Section 607.0850 of the FBCA provides that a corporation shall have power to indemnify any director, officer, employee or agent of the corporation or against liability incurred in connection with such proceeding, including any appeal thereof, if such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interest of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.


To the extent that a director, officer, employee, or agent of a corporation has been successful on the merits or otherwise in defense of any proceeding, or any claim, issue or matter therein, he or she shall be indemnified against expenses actually and reasonably incurred by such person in connection with the proceeding or the person’s defense of the claim, issue or matter.

 

The Delaware Bylaws, reflect the broad scope of indemnification under the DGCL, providing for indemnification to the fullest extent permitted under the DGCL to any person made, or threatened to be made, a party to any threatened, pending or completed action, suit or proceeding, whether criminal, civil, administrative, or investigative, by reason of the fact that such person (a) is or was a director or officer of the registrant or any predecessor of the registrant or (b) served any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise as a director, officer, partner, trustee, employee or agent at the request of the registrant or any predecessor of the registrant; provided, however, that such indemnification must be authorized in advance by the Board of Directors.


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Expenses incurred by an officer or director in defending a civil or criminal proceeding may be paid by the corporation in advance of the final disposition of the proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if he or she is ultimately found not to be entitled to indemnification.


Under Florida law, unless the corporation’s articles of incorporation provide otherwise, notwithstanding the failure of a corporation to provide indemnification, and despite any contrary determination of the board or of the shareholders in the specific case, a director, officer, employee, or agent of the corporation who is or was a party to a proceeding may apply for indemnification or advancement of expenses, or both, to the court conducting the proceeding, to the circuit court, or to another court of competent jurisdiction.  


On receipt of an application, the court, after giving any notice that it considers necessary, may order indemnification and advancement of expenses, if it determines that:


·          the indemnitee is entitled to mandatory indemnification, in which case the court shall also order the corporation to pay the director reasonable expenses incurred in obtaining court-ordered indemnification or advancement of expenses;


·          the indemnitee is entitled to further indemnification or advancement of expenses, or both, by virtue of the corporation’s exercise of its power to make further indemnification; or


·          the indemnitee is fairly and reasonably entitled to indemnification or advancement of expenses, or both, in view of all the relevant circumstances, regardless of whether such person met the required standard of conduct.

 

The Delaware Bylaws provide that the corporation  may grant rights to indemnification, and rights to be paid by the corporation the expenses incurred in defending any proceeding in advance of its final disposition, to any present or former employee or agent of the registrant or any predecessor of the registrant to the fullest extent with respect to the indemnification and advancement of expenses of directors and officers of the Registrant.


The right to indemnification includes the right to receive payment of expenses to directors or officers in advance of the final disposition of such proceeding, consistent with applicable law from time to time in effect; provided, however, that if the DGCL requires payment of such expenses in advance of the final disposition of a proceeding, payment shall be made only if such person undertakes to repay the registrant if it is ultimately determined that he or she was not entitled to indemnification.


The broad scope of indemnification available under Delaware law will permit the registrant to offer its directors and officers greater protection against the costs and risks attendant to litigation of claims against officers and directors.  The Board of Directors believes that such protection is reasonable and desirable in order to enhance the registrant’s ability to attract and retain qualified directors as well as to encourage directors to continue to make good faith decisions on behalf of the registrant with regard to the best interests of the registrant and its stockholders.


The sole member of the Board of Directors may be deemed to have a personal interest in the effectuation of the re-domicile, because, as director of the registrant, he may personally benefit from the indemnification provisions of the Delaware Bylaws.


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Interested Director Transactions – Director Conflicts of Interest

Under Section 607.0832 of the FBCA, a contract or other transactions between a Florida corporation and any of its directors or any entity in which one of its directors or officers is a director or officer are financially interested shall not be either void or voidable because of such relationship or interest or because that director was present at the meeting of directors which authorizes, approves, or ratifies such contract or transaction, or because his or her or their votes are counted for such purpose, if:


·          the fact of such relationship or interest is disclosed or known to the board of directors or committee which authorizes, approves, or ratifies the contract or transaction by a vote or consent sufficient for the purpose without counting the votes or consents of such interested directors;


·          the fact of such relationship or interest is disclosed or known to the shareholders entitled to vote and they authorize, approve, or ratify such contract or transaction by vote or written consent; or


·          the contract or transaction is fair and reasonable as to the corporation at the time it is authorized by the board, a committee, or the shareholders.

 

Under Section 144 of the DGCL, specified contracts or transactions in which one or more of a corporation’s directors has an interest are not void or voidable solely because of such interest if such contract or transaction:


·          is authorized in good faith by the corporation’s stockholders or a majority of disinterested members of the board (even though less than a quorum) and the material facts of the contract or transaction are disclosed or known; or


·          was fair to the corporation at the time it was approved.


The Board of Directors is not aware of any plans to propose any transaction that could not be approved by it under Florida law but could be approved under Delaware law.

Dividends and Other Distributions

Under Section 607.06401 of the FBCA, a corporation may make a distribution, unless after giving effect to the distribution:


·           the corporation would not be able to pay its debts as they come due in the usual course of business; or


·          the corporation’s assets would be less than the sum of its total liabilities plus the amount that would be needed, if the corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of shareholders whose preferential rights are superior to those receiving the distribution.


Under the FBCA, a corporation’s redemption of its own common stock is deemed a distribution.

 

Section 170 of the DGCL permits a corporation to declare and pay dividends out of surplus or, if there is no surplus, out of net profits for the fiscal year in which the dividend is declared and/or for the preceding fiscal year as long as the amount of capital of the corporation following the declaration and payment of the dividend is not less than the aggregate amount of the capital represented by the issued and outstanding stock of all classes having a preference upon the distribution of assets.  


In addition, the DGCL generally provides that a corporation may redeem or repurchase its shares only if the capital of the corporation is not impaired and such redemption or repurchase would not impair the capital of the corporation.


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Anti-Takeover Provisions: Business Combination Statutes and Affiliated Transactions

FBCA does not have a business combination statute like Delaware, but instead has an affiliated transactions statute, described below.


Section 607.0901 defines an “affiliated transaction” as a merger by a Florida corporation with an “interested shareholder,” a sale, lease or other disposition to the interested shareholder of assets of the corporation above a certain threshold including 5% or more of the fair market value of all of the assets of the corporation, or the issuance or transfer by the corporation of shares of its capital stock having a fair market value equal to 5% of the fair market value of all of the outstanding shares of the corporation to the interested shareholder, adoption of any plan for liquidation or dissolution involving the interested shareholder, any reclassification of securities, or any receipt by the interested shareholder of any loans, guarantees or other financial assistance.  


An interested shareholder is any person who is a beneficial owner of more than 10% of the outstanding voting shares of the corporation.  Beneficial ownership is defined similarly to that defined by the SEC.  Generally, the Florida statute requires approval of an affiliated transaction by two-thirds of the voting shares of the corporation other than the shares beneficially owned by the interested shareholder.  The statute further provides that a majority of the disinterested directors may approve an affiliated transaction.  Additionally, the statute regulates the amount of cash and other assets to be received by the corporation’s holders of voting securities.  

The additional limitations provide that for a specified three-year period during which the interested shareholder has been an interested shareholder, he shall not have received any loans, guarantees or other financial assistance from the corporation.

 

DGCL does not have an affiliated transactions statute but has a business combination statute, described above.


Section 203 of the DGCL limits specified business combinations of Delaware corporations with interested stockholders.  Under the DGCL, an “interested stockholder,” is defined as a stockholder whose beneficial ownership in the corporation is at least 15% of the outstanding voting securities or an affiliate who owned at least 15% of outstanding voting shares in the last three years, cannot enter specified business combinations with the corporation for a period of three years following the time that such person became an interested stockholder unless:


·          prior to that time the Board of Directors of the corporation approved either the “business combination” or the transaction which resulted in the stockholder becoming an “interested stockholder;”


·          upon consummation of the transaction which resulted in the stockholder becoming an “interested stockholder,” the “interested stockholder” owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the voting stock outstanding (but not the outstanding voting stock owned by the “interested stockholder”) those shares owned by persons who are directors and also officers and shares owned by employee stock ownership plans in which employee participants do not have the right to determine confidentially whether the shares held subject to the plan will be tendered in a tender offer or exchange offer; or 


·          at or subsequent to that time, the “business combination” is approved by the board of directors and authorized at an annual or special meeting of stockholders by the affirmative vote of at least 66 2/3% of the outstanding voting stock which is not owned by the “interested stockholder.”


The three-year prohibition does not apply under certain circumstances, including “business combinations” with a corporation which does not have a class of voting stock that is:


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·          listed on a national security exchange; held of record by more than 2,000 stockholders,

unless in each case this result was directly or indirectly caused by the “interested stockholder” or from a transaction in which a person became an “interested stockholder.”


The term “business combination” is broadly defined to include a wide variety of transactions, including mergers, consolidations, sales or other dispositions of 10% or more of a corporation’s assets and various other transactions which may benefit an “interested stockholder.”

Appraisal or Dissenters’ Rights

Sections 607.1301-607.1333 provide that stockholders have the right, in some circumstances, to dissent from certain corporate actions and demand cash payment of, the fair value of their shares in the event of a number of corporate actions including but not limited to:


·          a merger or consolidation of the corporation, or


·          a sale or exchange of all or substantially all of a corporation’s assets, including a sale in dissolution.


Appraisal rights are not available for the holders of shares of any class or series of shares which is:


·          listed on the New York Stock Exchange or the American Stock Exchange or designated as a national market system security by the National Association of Securities Dealers, Inc.; or


·          not so listed or designated, but has at least 2,000 shareholders (including beneficial owners who hold their shares in “street name” through brokers) and the outstanding shares of such class or series have a market value of at least $10 million, exclusive of the value of such shares held by its subsidiaries, senior executives, directors, and beneficial shareholders owning more than 10 percent of such shares.

 

Section 262 of the DGCL provides that stockholders may have the appraisal rights in connection with a statutory merger or consolidation in specified situations and may, in some circumstances, to dissent from certain corporate action and to instead demand payment of the fair value of their shares.


Stockholders do not have appraisal rights with respect to shares of any class or series of stock if such shares of stock, or depositary receipts in respect thereof, are either:


·          listed on a national securities exchange;


·          included in the national market system by the National Association of Securities Dealers, Inc.; or


·          held by more than 2,000 stockholders of record; unless the stockholders receive in exchange for their shares anything other than shares of stock of the surviving or resulting corporation (or depositary receipts in respect thereof), or of any other corporation that is publicly listed or held by more than 2,000 holders of record, cash in lieu of fractional shares or fractional depositary receipts described above or any combination of the foregoing.


Only stockholders of record are entitled to dissenters’ rights. As a Delaware corporation, appraisal rights will be available to Tyme’s stockholders since the exceptions listed above do not apply to Tyme’s holders of shares.


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A shareholder is entitled to appraisal rights, however may not challenge a completed corporate action for which appraisal rights are available unless such corporate action:


·          was not effectuated in accordance with the applicable provisions of this section or the corporation’s articles of incorporation, bylaws, or board of directors’ resolution authorizing the corporate action; or


·          was procured as a result of fraud or material misrepresentation.


Shareholders of GGET are entitled to appraisal rights in connection with this Merger and were provided with the Appraisal Rights Notice in the manner authorized by Section 607.1320(3).

 

 

Financial Statements and Reports to Shareholders

Section 607.1620 of FBCA provides that, unless modified by resolution of the shareholders within 120 days of the close of each fiscal year, a corporation shall furnish its shareholders annual financial statements which may be consolidated or combined statements of the corporation and one or more of its subsidiaries, as appropriate, that include a balance sheet as of the end of the fiscal year, an income statement for that year, and a statement of cash flows for that year.


If financial statements are prepared for the corporation on the basis of generally accepted accounting principles, the annual financial statements must also be prepared on that basis.  If the annual financial statements are reported upon by a public accountant, his or her report must accompany them.  If not, the statements must be accompanied by a statement of the president or the person responsible for the corporation’s accounting records.

 

Section 220 of the DGCL only requires that a corporation allow any stockholder to have the right during the usual hours for business to inspect for any proper purpose, and to make copies and extracts from (i) the corporation’s stock ledger, a list of its stockholders and its other books and records; and (ii) a subsidiary’s books and records, to the extent that the corporation has actual possession and control of such records of such subsidiary or the corporation could obtain such records through the exercise of control over such subsidiary.


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If a corporation does not comply with the shareholder’s request for annual financial statements pursuant to this section within 30 days of delivery of such request to the corporation, the circuit court in the county where the corporation’s principal office (or, if none in this state, its registered office) is located may, upon application of the shareholder, summarily order the corporation to furnish such financial statements. The court may also order the corporation to pay the shareholder’s costs, including reasonable attorney’s fees, reasonably incurred to obtain the order and otherwise enforce its rights under this section.

 

 


The Merger did not result in any change in the business, management, physical location of principal executive offices, assets, liabilities, net worth, accounting practices or control of the registrant.


The foregoing descriptions of the Delaware Certificate of Incorporation, the Delaware Bylaws, the Florida Articles of Merger, and the Delaware Certificate of Merger do not purport to be complete and are qualified in their entirety by reference to the complete text of these documents, which are filed as Exhibits 3.1, 3.2, 3.3 and 3.4 hereto, respectively, to this Current Report on Form 8-K and incorporated herein by reference.  In addition, many provisions of the FBCA and the DGCL may be subject to differing interpretations, and the discussion offered herein may be incomplete in certain respects.  As a result, the discussion contained herein is not a substitute for direct reference to the FBCA and the DGCL.   


Item 5.03   Amendments to Articles of Incorporation or By-laws; Change in Fiscal Year.


The information contained in Item 3.03 above is incorporated herein by reference.  


Item 5.07.   Submission of Matters to a Vote of Security Holders.


The information contained in Item 3.03 above is incorporated herein by reference.  


Item 8.01.   Other Events.


The registrant is currently engaged in discussion with Tyme, Inc., a Delaware corporation, regarding a possible business combination involving the companies.  At that stage, no definitive terms have been agreed to, and neither party is currently bound to proceed with any transaction.  With the permission of Tyme, Inc., the registrant has changed its name and re-domicile to facilitate these discussions. If the parties determine not to proceed with a business combination, the registrant may adopt another name.


It is expected that the Merger and its results, including re-domicile of the registrant in Delaware, the name change and the conversion of GGET Common Stock into Time Common Stock, will be announced by the Financial Industry Regulatory Authority (“FINRA”) for OTC market trading purposes, in late September 2014.  The new trading system is also expected to change, subject to twenty (20) business days from the effective date of the Merger and transactions completed thereby on the OTC market.


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Item 9.01   Financial Statements and Exhibits


(d)   Exhibits


The exhibits listed in the following Exhibit Index are filed as part of this report.


Exhibit Number

 

Description

2.1

 

Agreement and Plan of Merger, dated September 12, 2014, between Global Group Enterprises Corp. and Tyme Technologies, Inc.

 

 

 

3.1

 

Amended and Restated Certificate of Incorporation of Tyme Technologies, Inc., filed September 12, 2014.

 

 

 

3.2

 

Bylaws of Tyme Technologies, Inc.

 

 

 

3.3

 

Florida Articles of Merger of Global Group Enterprises Corp. with and into Tyme Technologies, Inc., filed September 18, 2014.

 

 

 

3.4

 

Delaware Certificate of Merger of Global Group Enterprises Corp. with and into Tyme Technologies, Inc., filed September 18, 2014.


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SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Date:  September 18, 2014

GLOBAL GROUP ENTERPRISES CORP.

 

 

 

 

 

By:   /s/ Peter de Svastich

 

Name:  Peter de Svastich

 

Title:  President


- 14 -


Exhibit 2.1


AGREEMENT AND PLAN OF MERGER


THIS AGREEMENT AND PLAN OF MERGER (“ Agreement ”) is made as of September 12, 2014, by and between GLOBAL GROUP ENTERPRISES CORP, a Florida corporation (“ GGET ”) and TYME TECHNOLOGIES, INC., its wholly-owned Delaware subsidiary (“ Tyme” ) (GGET and Tyme shall sometimes be referred to herein collectively as the “ Constituent Corporations ”).


BACKGROUND


A.          GGET is a corporation duly organized and existing under the laws of the State of Florida.  Tyme is a corporation duly organized and existing under the laws of the State of Delaware.


B.          The authorized capital stock of GGET consists of two hundred and fifty million (250,000,000) shares of common stock, par value $0.0001 per share (“ GGET Common Stock ”), of which 12,000,000 shares are issued and outstanding.  The authorized capital stock of Tyme consists of three hundred and ten million (310,000,000) shares, consisting of (a) three hundred million (300,000,000) shares of common stock, $0.0001 par value (“ Tyme Common Stock ”), of which 100 shares are issued and outstanding, and (b) ten million (10,000,000) shares of preferred stock, $0.0001 par value, of which no shares are issued and outstanding.


C.          The respective boards of directors of the Constituent Corporations deem it advisable and in the best interests of their respective corporations and stockholders that GGET be merged with and into Tyme pursuant to the terms and conditions set forth in this Agreement (the “ Merger ”), and have approved this Agreement by resolutions duly adopted by them in accordance with the laws of their respective jurisdictions of incorporation.


D.          the Constituent Corporations wish to effect the Merger as a plan of reorganization in accordance with the provisions of Section 368(a)(1)(F) of the Internal Revenue Code of 1986, as amended (the “ Code ”).


NOW, THEREFORE , in consideration of the mutual covenants and agreements set forth herein, and in accordance with applicable law, the parties hereto do hereby adopt the plan of merger encompassed by this Agreement, and do hereby agree that GGET shall merge with and into Tyme in accordance with the following terms and conditions:


1.          MERGER


1.1        Merger; Surviving Corporation .


(a)       The effective time of the Merger (the “ Effective Time ”) will occur upon the time and date that (i) Articles of Merger with respect to the Merger and this Agreement are duly filed with the Secretary of State of the State of Florida with respect to the Merger, and (ii) Certificate of Merger with respect to the Merger and this Agreement is duly filed with the Secretary of State of the State of Delaware with respect to the Merger; both such filings will occur on the same date, after satisfaction of the requirements of the applicable laws of both states prerequisite to such filings, including, without limitation, the approval of the stockholders of each of the Constituent Corporations.


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(b)       At the Effective Time, GGET will be merged with and into Tyme, with Tyme being the surviving corporation of the Merger (the “ Surviving Corporation ”). At the Effective Time, the corporate existence of GGET will cease, and the Surviving Corporation will succeed to all of the business, properties, assets, and liabilities of the Constituent Corporations.


1.2        Certificate of Incorporation and Bylaws .


(a)       From and after the Effective Time, the Amended and Restated Certificate of Incorporation of Tyme, as in effect immediately prior to the Effective Time, will be the Certificate of Incorporation of the Surviving Corporation, until altered, amended, or repealed in accordance with the laws of the State of Delaware.


(b)       From and after the Effective Time, the Bylaws of Tyme, as in effect immediately prior to the Effective Time, will be the Bylaws of the Surviving Corporation, until altered, amended, or repealed in accordance with the laws of the State of Delaware.


1.3        Directors and Officers .


(a)       The number of directors of Tyme serving in such capacity immediately prior to the Effective Time will be the number of directors of the Surviving Corporation from and after the Effective Time, until such number is altered in accordance with the laws of the State of Delaware and Bylaws of the Surviving Corporation. The directors of Tyme immediately prior to the Effective Time will be the directors of the Surviving Corporation from and after the Effective Time and will hold office from and after the Effective Time in accordance with the Bylaws of the Surviving Corporation until their respective successors are duly appointed or elected and qualified.


(b)       The officers of Tyme immediately prior to the Effective Time will be the officers of the Surviving Corporation from and after the Effective Time and will hold the same offices from and after the Effective Time in accordance with the Bylaws of the Surviving Corporation until their respective successors are duly appointed or elected and qualified.


1.4        Shares; Certificates .


(a)       At the Effective Time, the shares of capital stock of GGET will be converted into shares of capital stock of Tyme as follows:


(i)        each share of GGET Common Stock issued and outstanding immediately before the Effective Time will, automatically and without further act of GGET, Tyme, or any holder thereof, be extinguished and converted into 4.3334 issued and outstanding and fully paid and non-assessable shares of Tyme Common Stock subject to the same terms, conditions, and restrictions, if any, as existed immediately before the Effective Time;


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(ii)       any share of GGET Common Stock held in the treasury immediately before the Effective Time will, automatically and without further act of GGET or Tyme, be extinguished and converted into one fully paid and nonassessable share of Tyme Common Stock to be held in the treasury of the Surviving Corporation subject to the same terms, conditions, and restrictions, if any, as existed immediately before the Effective Time.


(b)       Each person who, as a result of the Merger, holds one or more certificates representing one or more shares of GGET Common Stock may surrender any such certificate to the Surviving Corporation and, upon such surrender, the Surviving Corporation will, within a reasonable time, deliver to such person, in substitution and exchange therefor, one or more certificates evidencing the number of shares of Tyme Common Stock, that such person is entitled to receive in accordance with the terms of this Agreement, in substitution for the number of shares of GGET Common Stock represented by each certificate so surrendered; provided , however , that no such holder will be required to surrender any such certificate until such certificate otherwise would be surrendered for transfer on the books of the issuing corporation in the ordinary course of business.


(c)       At the Effective Time, all of the shares of capital stock of Tyme issued or outstanding immediately before the Effective Time will, automatically and without further act of GGET, the Surviving Corporation, or any holder thereof, be cancelled and cease to exist, without any consideration being payable therefor.


2.          MISCELLANEOUS


2.1        Consent to Service Of Process .  Tyme hereby consents and agrees, effective as of the Effective Time, to be sued and served with process in the State of Florida in any proceeding for the enforcement of any obligations of GGET and in any proceeding for the enforcement of the rights, if any, of a dissenting stockholder of GGET against Tyme.  Tyme hereby irrevocably appoints the Secretary of State of the State of Florida as its agent to accept service of process in any such proceeding from and after the Effective Time.


2.2        Accounting Matters .  Except as herein provided with respect to the cancellation of the outstanding shares of GGET, the assets, liabilities, reserves, and accounts of GGET and Tyme will be taken up or continued on the books of the Surviving Corporation in the respective amounts at which such assets, liabilities, reserves, and accounts have been carried on the books of GGET and Tyme immediately before the Effective Time, subject to such adjustments, and such elimination of intercompany items, as may be appropriate to give effect to the Merger.


2.3        Expenses of Merger .  From and after the Effective Time, Tyme, as the Surviving Corporation, will pay all unpaid expenses of carrying this Agreement into effect and accomplishing the Merger.


2.4        Further Assurances .  If, at any time from and after the Effective Time, the Surviving Corporation believes or is advised that any further assignment or assurance in law is necessary or desirable to vest in the Surviving Corporation the title to any property or rights of GGET, the proper officers of the Surviving Corporation are hereby authorized, in the name of GGET or otherwise, to execute and make all such proper assignments and assurances in law, and to do all other things necessary or proper to vest such property or rights in the Surviving Corporation and otherwise to carry out the purposes of this Agreement.


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2.5        Approval . This Agreement will be submitted for approval by the holders of GGET Common Stock at an annual or special meeting of stockholders, or GGET will acquire the necessary shareholder consents pursuant to applicable law.  The execution of this Agreement constitutes the approval hereof, and of the transactions contemplated hereby, by written consent of GGET in its capacity as sole stockholder of Tyme.


2.6        Termination, Abandonment or Deferral . At any time before the Effective Date, this Merger Agreement may be terminated and the Merger may be abandoned by the Board of Directors of either GGET or Tyme or both, notwithstanding the approval of this Merger Agreement by the shareholders of GGET or Tyme, or the consummation of the Merger may be deferred for a reasonable period of time if, in the opinion of the Boards of Directors of GGET and Tyme, such action would be in the best interest of such corporations.  In the event of termination of this Merger Agreement, this Merger Agreement shall become void and of no effect and there shall be no liability on the part of either Constituent Corporation or its Board of Directors or shareholders with respect thereto.


2.7        Amendment . At any time before the Effective Time and for any reason, this Agreement may be amended, notwithstanding approval of this Agreement by the stockholders of GGET or Tyme, by an agreement in writing executed in the same manner as this Agreement; provided , however , that after approval of this Agreement by the stockholders of GGET, this Agreement may not be amended, without such further approval as is required by law, to the extent that such amendment would: (i) alter or change the amount or kind of shares to be received by the stockholders of Tyme or GGET in the Merger, (ii) alter or change any term of the Articles of Incorporation of Tyme, or (iii) effect any alteration or change that would adversely affect the stockholders of GGET or Tyme.


2.8        Counterparts .  In order to facilitate the filing and recording of this Agreement, the same may be executed in any number of counterparts, each of which shall be deemed to be an original.


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IN WITNESS WHEREOF , this Agreement, having first been duly approved by the Board of Directors of GGET and Tyme, is hereby executed on behalf of each said corporation and attested by their respective officers thereunto duly authorized.



GLOBAL GROUP ENTERPRISES CORP.

a Florida corporation



By:   /s/ Peter de Svastich

Name:  Peter de Svastich

Title:  President




TYME TECHNOLOGIES, INC.,

a Delaware corporation



By:   /s/ Peter de Svastich

Name:  Peter de Svastich

Title:  President


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Exhibit 3.1


AMENDED AND RESTATED CERTIFICATE OF INCORPORATION


OF


TYME TECHNOLOGIES, INC.


a Delaware Corporation


Tyme Technologies, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify as follows:


A.         The name of the corporation is Tyme Technologies, Inc. (the “Corporation”).  The Corporation’s original Certificate of Incorporation was filed with Delaware Secretary of State on August 22, 2014.


B.         The board of directors of the Corporation (the “Board of Directors”) duly adopted a resolution, pursuant to Sections 141(f), 242 and 245 of the DGCL, setting forth and adopting this Amended and Restated Certificate of Incorporation of the Corporation.


C.         The stockholders of the Corporation duly approved this Amended and Restated Certificate of Incorporation by written consent in accordance with Sections 228, 242 and 245 of the DGCL.


D.         This Amended and Restated Certificate of Incorporation amends Articles 2, 4 and 5 of the original Certificate of Incorporation, adds new Articles 6, 7 and 8, renumbers and amends Article 6 of the original Certificate of Incorporation as Article 9, and restates the Certificate of Incorporation of the Corporation, as amended to date, to read in its entirety as follows:


1.

NAME . The name of the Corporation is Tyme Technologies, Inc.

 

 

2.

ADDRESS . The address of its registered office in the State of Delaware is 1811 Silverside Road, in the City of Wilmington, County of New Castle 19810. The registered Agent at such address is Vcorp Services, LLC.

 

 

3.

PURPOSE . The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (the “DGCL”).

 

 

4.

CAPITAL STOCK .

 

 

4.1.

  Authorized Shares . The total number of shares of capital stock which the Corporation shall have authority to issue is three hundred million (300,000,000) shares of common stock, $0.0001 par value per share (the “Common Stock”), and ten million (10,000,000) shares of preferred stock, $0.0001 par value per share (the “Preferred Stock”).

 

 

 

 

4.2

Common Stock .  Each holder of common stock, as such, shall be entitled to one vote for each share of common stock held of record by such holder on all matters on which stockholders generally are entitled to vote; provided, however, that, except as otherwise required by law, holders of common stock, as such, shall not be entitled to vote on any amendment to this Amended and Restated Certificate of Incorporation (including any certificate of designations relating to any series of preferred stock) that relates solely to the terms of one or more outstanding series of preferred stock if the holders of such affected series are entitled, either separately or together with the holders of one or more other such series, to vote thereon pursuant to this Amended and Restated Certificate of Incorporation (including any certificate of designations relating to any series of preferred stock) or pursuant to the DGCL.


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4.3

Preferred Stock.  Shares of Preferred Stock may be issued from time to time in one or more classes or series, each of which class or series shall have such distinctive designation or title as shall be fixed by the Board of Directors of the Corporation or, to the extent permitted by the DGCL, any committee thereof established by resolution of the Board of Directors pursuant to the By-Laws prior to the issuance of any shares thereof. Each such class or series of Preferred Stock shall have such voting powers, full or limited, or no voting powers, and such preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof, as shall be stated in such resolution or resolutions providing for the issue of such class or series of Preferred Stock as may be adopted from time to time by the Board of Directors prior to the issuance of any shares thereof pursuant to the authority hereby expressly vested in it, all in accordance with the laws of the State of Delaware.

 

 

 

 

4.4.

  No Preemptive Rights . No shares of the capital stock of the Corporation shall be entitled to preemptive rights.


5.

BY-LAWS . In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to make, alter or repeal the By-Laws of the Corporation.

 

 

6.

ELECTION OF DIRECTORS .


 

6.1.

  Number, Election and Term . Except as otherwise fixed pursuant to the provisions of Article 4 hereof relating to the rights of the holders of any class or series of stock having a preference over the Common Stock as to dividends or upon liquidation to elect additional directors under specified circumstances, the number of directors of the Corporation shall be fixed from time to time by or pursuant to the By-Laws. Each director shall hold office until the next annual meeting of stockholders and until his successor shall be elected and shall qualify, subject, however, to prior death, disability, resignation, retirement, disqualification or removal from office. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director.

 

 

 

 

6.2.

  Newly Created Directorships and Vacancies . Newly created directorships resulting from any increase in the authorized number of directors and any vacancies on the Board of Directors resulting from death, disability, resignation, retirement, disqualification, removal from office or other cause shall be filled by a majority vote of the directors then in office, by a sole remaining director or, if there are no directors then in office, by the stockholders.

 

 

 

 

6.3

No Cumulative Voting . Except as otherwise fixed pursuant to the provisions of Article 4 hereof relating to the rights of the holders of any class or series of Preferred Stock, no holder of stock or of any class or classes or of a series or series thereof shall be entitled to cumulative voting.


7.

INDEMNIFICATION .


 

7.1.

Right to Indemnification . The Corporation shall indemnify to the fullest extent permitted, from time to time, by applicable law any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative in nature by reason of the fact that he or she is or was a director, officer, employee or agent of the Corporation, or, while a director, officer, employee or agent of the Corporation, is or was serving at the request of the Corporation as a director, officer, trustee, employee or agent of or in any other capacity with another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorneys’ fees), judgments, fines, penalties and amounts paid in settlement in connection with such action, suit or proceeding.


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7.2.

Expenses . The Corporation shall advance to a director, officer, employee or agent of the Corporation expenses incurred in connection with defending any action, suit or proceeding referred to above or in the By-Laws at any time before the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the indemnified person to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Corporation as authorized in this Article 7 or as provided in the By-Laws. The Corporation shall have the power to enter into agreements providing for such advancement of expenses.

 

 

 

 

7.3.

Non-exclusivity . The indemnification and other rights provided for in this Article 7 shall not be exclusive of any provision with respect to indemnification or the payment of expenses in the By-Laws or any other contract or agreement between the Corporation and any officer, director, employee or agent of the Corporation or any other person.

 

 

 

 

7.4.

Future Changes . Neither the amendment nor repeal of this Article 7, nor the adoption of any provision of this Amended and Restated Certificate of Incorporation inconsistent with this Article 7, shall eliminate or reduce the effect of such provisions in respect of any act or omission or any matter occurring prior to such amendment, repeal or adoption of an inconsistent provision regardless of when any cause of action, suit or claim relating to any such matter accrued or matured or was commenced, and such provision shall continue to have effect in respect of such act, omission or matter as if such provision had not been so amended or repealed or if a provision inconsistent therewith had not been so adopted.


8.

COMPROMISE OR SETTLEMENT PROPOSALS . Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and/or between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this Corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this Corporation, as the case may be, and also on this Corporation.


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9.

DIRECTORS’ LIABILITY.


 

9.1.

Limitation of Liability of Directors . A director shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director; provided that this sentence shall not eliminate or limit the liability of a director (i) for any breach of his duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from which the director derives an improper personal benefit. If the DGCL is amended after the date this Amended and Restated Certificate of Incorporation becomes effective to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended.

 

 

 

 

9.2.

Future Changes . Neither the amendment nor repeal of this Article 9, nor the adoption of any provision of this Amended and Restated Certificate of Incorporation inconsistent with this Article 9 shall eliminate or reduce the effect of such provisions, in respect of any matter occurring prior to such amendment, repeal or adoption of an inconsistent provision or in respect of any act or omission or any matter occurring prior to such amendment, repeal or adoption of an inconsistent provision, regardless of when any cause of action, suit or claim relating to any such matter accrued or matured or was commenced, and such provision shall continue to have effect in respect of such act, omission or matter as if such provision had not been so amended or repealed or if a provision inconsistent therewith had not been so adopted.



IN WITNESS WHEREOF, the undersigned has hereunto signed his name and affirms that the statements made in this Amended and Restated Certificate of Incorporation are true under the penalties of perjury this 11 th day of September, 2014.


 

TYME TECHNOLOGIES, INC.

 

 

 

 

 

/s/ Peter de Svastich

 

By:

Peter de Svastich

 

 

President


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Exhibit 3.2


TYME TECHNOLOGIES, INC.


Incorporated Under the Laws of the

State of Delaware


BY-LAWS


ARTICLE I

OFFICES


Tyme Technologies, Inc. (the “Corporation”) shall maintain a registered office in the State of Delaware. The Corporation may also have other offices at such places, either within or without the State of Delaware, as the Board of Directors may from time to time designate or the business of the Corporation may require.


ARTICLE II

STOCKHOLDERS


Section 1. Place of Meetings . Meetings of the stockholders for the election of directors or for any other purpose shall be held on such date, at such time and at such place, either within or without the State of Delaware, as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting or in a duly executed waiver of notice thereof.  Only if so determined by the Board of Directors, in its sole discretion, (a) stockholders may, by means of remote communication, participate in a meeting of stockholders and be deemed present in person and vote thereat and/or (b) a meeting of stockholders may be held not at any place, but may instead be held solely by means of remote communication, both as provided in the General Corporation Law of the State of Delaware (the “DGCL”).


Section 2. Annual Meeting . The Annual Meeting of Stockholders shall be held on such date and at such time as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting, at which meeting the stockholders shall elect by a plurality vote a Board of Directors and transact only such other business as is properly brought before the meeting in accordance with these By-Laws. Notice of the Annual Meeting, stating the place (if any), date and hour of the meeting, the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, and the record date for determining the stockholders entitled to vote and to receive notice of the meeting shall be given as permitted by law to each stockholder not less than ten (10) nor more than sixty (60) days before the date of the meeting.


Section 3. Special Meetings . Unless otherwise prescribed by law or the Certificate of Incorporation (such Certificate, as amended from time to time, including resolutions adopted from time to time by the Board of Directors establishing the designation, rights, preferences and other terms of any class or series of capital stock, the “Certificate of Incorporation”), special meetings of the stockholders may be called only at the request of a majority of the Board of Directors by the Chairman of the Board, if any, the Chief Executive Officer, if any, or the President of the Corporation.  Notice of a Special Meeting stating the place (if any), date and hour of the meeting, the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, the record date for determining the stockholders entitled to vote and to receive notice of the meeting, and the purpose or purposes for which the meeting is called, shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting. Only such business as is specified in the notice of special meeting shall come before such meeting.



Section 4. Quorum . Except as otherwise provided by law or by the Certificate of Incorporation, the holders of shares of capital stock issued and outstanding entitled to vote thereat representing at least a majority of the votes entitled to be cast thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business. Whether or not a quorum is present, the chairman of the meeting, or the stockholders entitled to vote thereat, present or represented by proxy, holding shares representing at least a majority of the votes so present or represented and entitled to be cast thereon, shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder entitled to vote at the meeting. When a quorum is once present, it is not broken by the subsequent withdrawal of any stockholder.


Section 5. Appointment of Inspectors of Election . The Board of Directors shall, in advance of sending to the stockholders any notice of a meeting of the holders of any class of shares, appoint one or more inspectors of election (“inspectors”) to act at such meeting or any adjournment or postponement thereof and make a written report thereof. The Board of Directors may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is so appointed or if no inspector or alternate is able to act, the Chairman of the Board, or if none, the Secretary shall appoint one or more inspectors to act at such meeting. Each inspector, before entering upon the discharge of such inspector’s duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of such inspector’s ability. The inspectors shall not be directors, officers or employees of the Corporation.


Section 6. Voting . Except as otherwise provided by law or by the Certificate of Incorporation, each stockholder of record of any class or series of stock other than the Common Stock, par value $0.0001 per share, of the Corporation (“Common Stock”) shall be entitled on each matter submitted to a vote at each meeting of stockholders to such number of votes for each share of such stock as may be fixed in the Certificate of Incorporation, and each stockholder of record of Common Stock shall be entitled at each meeting of stockholders to one vote for each share of such stock, in each case, registered in such stockholder’s name on the books of the Corporation on the date fixed pursuant to Section 5 of Article VI of these By-Laws as the record date for the determination of stockholders entitled to notice of and to vote at such meeting, or if no such record date shall have been so fixed, then at the close of business on the day next preceding the day on which notice of such meeting is given.


Each stockholder entitled to vote at any meeting may vote either in person or by proxy duly appointed.


At all meetings of stockholders all matters, except as otherwise provided by law, the Certificate of Incorporation or these By-Laws, shall be determined by the affirmative vote of the stockholders present in person or represented by proxy holding shares representing at least a majority of the votes so present or represented and entitled to be cast thereon, and where a separate vote by class is required, a majority of the votes represented by the shares of the stockholders of such class present in person or represented by proxy and entitled to be cast thereon shall be the act of such class.  Notwithstanding the immediately preceding sentence, the Board of Directors, when establishing a matter to be voted at a meeting of stockholders, may establish a voting requirement greater than the voting requirement set forth in the immediately preceding sentence with respect to such matter.


The vote on any matter, including the election of directors, shall be by written ballot, or, if authorized by the Board of Directors, in its sole discretion, by electronic ballot given in accordance with a procedure set out in the notice of such meeting. Each ballot shall state the number of shares voted.


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Proxy cards solicited by the Corporation or the Board of Directors shall be returned in envelopes addressed to the inspectors, any transfer agent with respect to capital stock of the Corporation and/or any third party, as determined from time-to-time by the Board of Directors, who shall receive, inspect and tabulate the proxies. Comments on proxies, consents or ballots shall be transcribed and provided to the Secretary with the name and address of the stockholder. Nothing in this Article II shall prohibit the inspector from making available to the Corporation, prior to, during or after any annual or special meeting, information as to which stockholders have not voted and periodic status reports on the aggregate vote.


Unless otherwise provided by law, the Certificate of Incorporation or these By-Laws, any action required to be taken at any annual or special meeting of stockholders, or any action which may be taken at any annual or special meeting of stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation’s registered office in the State of Delaware shall be by hand or by certified or registered mail, return receipt requested.


Section 7. List of Stockholders Entitled to Vote . The officer of the Corporation who has charge of the stock ledger of the Corporation shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Nothing contained in this Section shall require the Corporation to include electronic mail addresses or other electronic contact information on such list. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (ii) during ordinary business hours, at the principal place of business of the Corporation. In the event that the Corporation determines to make the list available on an electronic network, the Corporation may take reasonable steps to ensure that such information is available only to stockholders of the Corporation. If the meeting is to be held at a place, the list shall also be produced and kept at the time and place of the meeting during the whole time thereof and may be inspected by any stockholder of the Corporation who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting at the principal place of business of the Corporation and on any reasonably accessible electronic network that the Corporation made available under this Section 7.


Section 8. Stock Ledger . The stock ledger of the Corporation shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list required by Section 7 of this Article II or the books of the Corporation, or to vote in person or by proxy at any meeting of stockholders. 


Section 9. Advance Notice of Stockholder-Proposed Business at Annual Meeting . To be properly brought before the Annual Meeting, business must be either (a) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors, (b) otherwise properly brought before the meeting by or at the direction of the Board of Directors or (c) otherwise properly brought before the meeting by a stockholder of record.


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For business to be properly brought before an Annual Meeting by a stockholder, the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation and must have been a stockholder of record at such time. To be timely, a stockholder’s notice must be delivered to or mailed and received at the principal executive offices of the Corporation not less than ninety (90) nor more than one hundred twenty (120) days prior to the one year anniversary of the date of the Annual Meeting of the previous year; provided, however, that in the event that the Annual Meeting is called for a date that is not within thirty (30) days before or after such anniversary date, notice by the stockholder in order to be timely must be so received not earlier than one hundred twenty (120) days prior to such Annual Meeting and not later than the close of business on the tenth (10th) day following the day on which notice of the date of the Annual Meeting was mailed or public disclosure of the date of the Annual Meeting was made, whichever first occurs. A stockholder’s notice to the Secretary shall set forth as to each matter the stockholder proposes to bring before the Annual Meeting (i) a brief description of the business desired to be brought before the Annual Meeting and the reasons for conducting such business at the Annual Meeting, (ii) the name and address, as they appear on the Corporation’s books, of the stockholder proposing such business, (iii) the class and number of shares of the Corporation that are beneficially owned by the stockholder, (iv) any material interest of the stockholder in such business and (v) any other information relating to the person or the proposal that is required to be disclosed pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (or any successor provision or law) or applicable law.


Notwithstanding anything in these By-Laws to the contrary, no business shall be conducted at an Annual Meeting except in accordance with the procedures set forth in this Section 9; provided, however, that nothing in this Section 9 shall be deemed to preclude discussion by any stockholder of any business properly brought before the Annual Meeting. The Chairman of an Annual Meeting shall, if the facts warrant, determine and declare to the meeting that business was not properly brought before the meeting in accordance with the provisions of this Section 9 and if he should so determine, he shall so declare to the meeting and any such business not properly brought before the meeting shall not be transacted.


Section 10. Nomination of Directors; Advance Notice of Stockholder Nominations . Only persons who are nominated in accordance with the procedures set forth in this Section 10 shall be eligible for election as directors at a meeting of stockholders. Nominations of persons for election to the Board of Directors of the Corporation at the Annual Meeting or at any special meeting of stockholders called in the manner set forth in Article II, Section 3 hereof for the purpose of electing directors may be made at a meeting of stockholders by or at the direction of the Board of Directors, by any nominating committee or person appointed for such purpose by the Board of Directors, or by any stockholder of record of the Corporation entitled to vote for the election of directors at the meeting who complies with the notice procedures set forth in this Section 10. Such nominations, other than those made by, or at the direction of, or under the authority of the Board of Directors, shall be made pursuant to timely notice in writing to the Secretary of the Corporation by a stockholder of record at such time. To be timely, a stockholder’s notice shall be delivered to or mailed and received at the principal executive offices of the Corporation (a) in the case of an Annual Meeting, not less than ninety (90) nor more than one hundred twenty (120) days prior to the one year anniversary of the date of the Annual Meeting of the previous year; provided, however, that in the event that the Annual Meeting is called for a date that is not within thirty (30) days before or after such anniversary date, notice by the stockholder in order to be timely must be so received not earlier than one hundred twenty (120) days prior to such Annual Meeting and not later than the close of business on the tenth (10th) day following the day on which notice of the date of the annual meeting was mailed or public disclosure of the date of the Annual Meeting was made, whichever first occurs; and (b) in the case of a special meeting of stockholders called in the manner set forth in Article II, Section 3 hereof for the purpose of electing directors, not earlier than one hundred twenty (120) days prior to such special meeting and not later than the close of business on the tenth (10th) day following the day on which notice of the date of the special meeting was mailed or public disclosure of the date of the special meeting was made, whichever first occurs.


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Such stockholder’s notice to the Secretary shall set forth (a) as to each person whom the stockholder proposes to nominate for election or re-election as a director, (i) the name, age, business address and residence address of the person, (ii) the principal occupation or employment of the person, (iii) the class and number of shares of capital stock of the Corporation, if any, which are beneficially owned by the person and (iv) any other information relating to the person that is required to be disclosed in solicitations for proxies for election of directors pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (or any successor provision or law) or applicable law; and (b) as to the stockholder giving the notice (i) the name and record address of the stockholder and (ii) the class and number of shares of capital stock of the Corporation which are beneficially owned by the stockholder.


The Chairman of the meeting shall, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the foregoing procedures and, if he should so determine, he shall so declare to the meeting and the defective nomination shall be disregarded.


ARTICLE III

DIRECTORS


Section 1. Number; Resignation; Removal . Except as otherwise required by the Certificate of Incorporation, the number of directors which shall constitute the whole Board of Directors shall be fixed from time to time by resolution of the Board of Directors, but shall not be less than one (1) nor more than eleven (11). Except as provided in Section 2 of this Article III and in the Certificate of Incorporation, a nominee for director shall be elected to the Board of Directors by a plurality of the votes cast at the Annual Meeting of Stockholders A director may resign at any time upon notice to the Corporation.  A director may be removed, with or without cause, by the affirmative vote of holders of shares of capital stock issued and outstanding entitled to vote at an election of directors representing at least a majority of the votes entitled to be cast thereon.


Section 2. Vacancies . Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the remaining directors then in office, though less than a quorum, or by a sole remaining director, and the directors so elected shall hold office until the next Annual Meeting of Stockholders and until their successors are duly elected and qualified, or until their earlier resignation or removal. If there are no directors in office, then an election of directors may be held in the manner provided by the DGCL. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director.


Section 3. Duties and Powers . The business of the Corporation shall be managed by or under the direction of the Board of Directors which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these By-Laws directed or required to be exercised or done solely by the stockholders.


Section 4. Meetings . The Board of Directors of the Corporation may hold meetings, both regular and special, either within or without the State of Delaware. Regular meetings of the Board of Directors may be held without notice at such time and at such place as may from time to time be determined by the Board of Directors. Special meetings of the Board of Directors may be called by the Chairman of the Board, the Chief Executive Officer, the President(s) or any director. Notice thereof stating the place, date and hour of the meeting shall be given to each director either (i) by mail or courier not less than forty-eight (48) hours before the date of the meeting or (ii) by telephone, telegram or facsimile or electronic transmission, not less than twenty-four (24) hours before the time of the meeting (provided that notice of any meeting need not be given to any director who shall either submit, before or after such meeting, a waiver of notice or attend the meeting without protesting, at the beginning thereof, the lack of notice).


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Section 5. Quorum . Except as may be otherwise provided by law, the Certificate of Incorporation or these By-Laws, a majority of the entire Board of Directors shall be necessary to constitute a quorum for the transaction of business, and the vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. Whether or not a quorum is present at a meeting of the Board of Directors, a majority of the directors present may adjourn the meeting to such time and place as they may determine without notice other than an announcement at the meeting.


Section 6. Action Without a Meeting . Unless otherwise provided by the Certificate of Incorporation or these By-Laws, any action required or permitted to be taken by the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board of Directors or the committee consent in writing or by electronic transmission to the adoption of a resolution authorizing the action. The resolution and the consents thereto in writing or by electronic transmission by the members of the Board of Directors or committee shall be filed with the minutes of the proceedings of the Board of Directors or such committee.


Section 7. Participation by Telephone . Unless otherwise provided by the Certificate of Incorporation or these By-Laws, any one or more members of the Board of Directors or any committee thereof may participate in a meeting of the Board of Directors or such committee by means of a conference telephone or other communications equipment allowing all persons participating in the meeting to hear each other. Participation by such means shall constitute presence in person at the meeting.


Section 8. Compensation . The directors may be paid their expenses, if any, for attendance at each meeting of the Board of Directors or any committee thereof and may be paid compensation as a director, committee member or chairman of any committee and for attendance at each meeting of the Board of Directors or committee thereof and each meeting of stockholders of the Corporation. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefore or entering into transactions otherwise permitted by the Certificate of Incorporation, these By-Laws or applicable law.


Section 9. Resignation . Any director may resign at any time. Such resignation shall be made in writing or by electronic transmission and shall take effect at the time specified therein, or, if no time be specified, at the time of its receipt by the Chairman of the Board, if any, the Chief Executive Officer, if any, the President or the Secretary. The acceptance of a resignation shall not be necessary to make it effective unless so specified therein.


ARTICLE IV

COMMITTEES


Section 1. Committees . The Board of Directors may designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of any such committee. Any committee, to the extent allowed by law and provided in the resolution establishing such committee or in these By-Laws, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, including the power to adopt a certificate of ownership and merger pursuant to Section 253 of the Delaware General Corporation Law, the authority to issue shares, and the authority to declare a dividend, except as limited by Delaware General Corporation Law or other applicable law, but no such committee shall have the power or authority in reference to the following matters:


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(i) approving or adopting, or recommending to the stockholders, any action or matter expressly required by the Delaware General Corporation Law to be submitted to stockholders for approval or (ii) adopting, amending or repealing any By-Law of the Corporation. All acts done by any committee within the scope of its powers and duties pursuant to these By-Laws and the resolutions adopted by the Board of Directors shall be deemed to be, and may be certified as being, done or conferred under authority of the Board of Directors. The Secretary or any Assistant Secretary is empowered to certify that any resolution duly adopted by any such committee is binding upon the Corporation and to execute and deliver such certifications from time to time as may be necessary or proper to the conduct of the business of the Corporation.


Section 2. Resignation . Any member of a committee may resign at any time. Such resignation shall be made in writing or by electronic transmission and shall take effect at the time specified therein, or, if no time be specified, at the time of its receipt by the Chairman of the Board, or if none, by the Chief Executive Officer, President(s) or the Secretary. The acceptance of a resignation shall not be necessary to make it effective unless so specified therein.


Section 3. Quorum . A majority of the members of a committee shall constitute a quorum. The vote of a majority of the members of a committee present at any meeting at which a quorum is present shall be the act of such committee.


Section 4. Record of Proceedings . Each committee shall keep a record of its acts and proceedings, and shall report the same to the Board of Directors when and as required by the Board of Directors.


Section 5. Organization, Meetings, Notices . A committee may hold its meetings at the principal office of the Corporation, or at any other place upon which a majority of the committee may at any time agree. Each committee may make such rules as it may deem expedient for the regulation and carrying on of its meetings and proceedings.


ARTICLE V

OFFICERS


Section 1. General . The officers of the Corporation shall be elected by the Board of Directors and shall consist of a President, a Secretary and a Treasurer. The Board of Directors, in its discretion, may also elect and specifically identify as officers of the Corporation a Chairman of the Board, a Chief Executive Officer, a Chief Financial Officer, a Controller, one or more vice presidents, assistant secretaries and assistant treasurers, and such other officers and agents as in its judgment may be necessary or desirable. Any number of offices may be held by the same person, unless otherwise prohibited by law, the Certificate of Incorporation or these By-Laws. The officers of the Corporation need not be stockholders or directors of the Corporation. Any office named or provided for in this Article V (including, without limitation, Chairman of the Board, Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer and Controller) may, at any time and from time to time, be held by one or more persons.  Unless otherwise determined by the Board of Directors, if an office is held by more than one person, each person holding such office shall serve as a co-officer (with the appropriate corresponding title) and shall have general authority, individually and without the need for any action by any other co-officer, to exercise all the powers of the holder of such office of the Corporation specified in these By-Laws and shall perform such other duties and have such other powers as may be prescribed by the Board of Directors or such other officer specified in this Article V.


Section 2. Election; Removal; Remuneration . The Board of Directors at its first meeting held after each Annual Meeting of Stockholders shall elect the officers of the Corporation who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors and may elect additional officers and may fill vacancies among the officers previously elected at any subsequent meeting of the Board of Directors; and all officers of the Corporation shall hold office until their successors are chosen and qualified, or until their earlier resignation or removal. Any officer elected by the Board of Directors may be removed at any time, either for or without cause, by the affirmative vote of a majority of the Board of Directors.


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Section 3. Voting Securities Owned by the Corporation . Powers of attorney, proxies, waivers of notice of meetings, consents and other instruments relating to securities owned by the Corporation may be executed in the name of and on behalf of the Corporation by the Chairman of the Board, if any, the Chief Executive Officer, if any, the President or the Secretary, and any such officer may, in the name and on behalf of the Corporation, take all such action as any such officer may deem advisable to vote in person or by proxy at any meeting of security holders of any corporation, company, partnership or other entity in which the Corporation may own securities, or to execute written consents in lieu thereof,  and at any such meeting, or in giving any such consent, shall possess and may exercise any and all rights and powers incident to the ownership of such securities and which, as the owner thereof, the Corporation might have exercised and possessed if present. The Board of Directors may, by resolution, from time to time confer like powers upon any other person or persons.


Section 4. Chairman of the Board . The Chairman of the Board, if any, may be, but need not be, a person other than the Chief Executive Officer or the President of the Corporation. The Chairman of the Board may be, but need not be, an officer or employee of the Corporation. The Chairman of the Board shall preside at meetings of the Board of Directors and shall establish agendas for such meetings. In addition, the Chairman of the Board shall assure that matters of significant interest to stockholders and the investment community are addressed by management.


Section 5. Chief Executive Officer . The Chief Executive Officer, if any, shall, subject to the direction of the Board of Directors, have general and active control of the affairs and business of the Corporation and general supervision of its officers, officials, employees and agents. The Chief Executive Officer shall preside at all meetings of the stockholders and shall preside at all meetings of the Board of Directors and any committee thereof of which he is a member, unless the Board of Directors or such committee shall have chosen another chairman. The Chief Executive Officer shall see that all orders and resolutions of the Board are carried into effect, and in addition, the Chief Executive Officer shall have all the powers and perform all the duties generally appertaining to the office of the chief executive officer of a corporation. The Chief Executive Officer shall designate the person or persons who shall exercise his powers and perform his duties in his absence or disability and the absence or disability of the President.


Section 6. President . The President shall have such powers and perform such duties as are prescribed by the Chief Executive Officer or the Board of Directors, and in the absence or disability of the Chief Executive Officer, the President shall have the powers and perform the duties of the Chief Executive Officer, except to the extent the Board of Directors shall have otherwise provided. In addition, the President shall have such powers and perform such duties generally appertaining to the office of the president of a corporation, except to the extent the Chief Executive Officer, if any, or the Board of Directors shall have otherwise provided.


Section 7. Vice President . The Vice Presidents of the Corporation shall perform such duties and have such powers as may, from time to time, be assigned to them by the Board of Directors, the Chief Executive Officer, if any, the President or these By-Laws.


Section 8. Secretary . Unless otherwise determined by the Board of Directors, the Secretary shall attend all meetings of the Board of Directors and of the stockholders and, unless the Board of Directors appoints another person to perform such service(s), record all votes and the minutes of all proceedings in a book to be kept for that purpose, and shall perform like duties for any committee appointed by the Board of Directors. The Secretary shall keep in safe custody the seal of the Corporation and affix it to any instrument when so authorized by the Board of Directors. The Secretary shall give or cause to be given, notice of all meetings of stockholders and special meetings of the Board of Directors and shall perform generally all the duties usually appertaining to the office of secretary of a corporation and shall perform such other duties and have such other powers as may be prescribed by the Board of Directors or these By-Laws. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his signature.


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Section 9. Assistant Secretary . The Assistant Secretary shall be empowered and authorized to perform all of the duties of the Secretary in the absence or disability of the Secretary and shall perform such other duties and have such other powers as may be prescribed by the Board of Directors, the Secretary or these By-Laws.


Section 10. Chief Financial Officer . The Chief Financial Officer, if any, shall have responsibility for the administration of the financial affairs of the Corporation and shall exercise supervisory responsibility for the performance of the duties of the Treasurer and the Controller, if any. The Chief Financial Officer shall render to the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all of the transactions effected by the Treasurer and the Controller and of the financial condition of the Corporation. The Chief Financial Officer shall generally perform all the duties usually appertaining to the affairs of a chief financial officer of a corporation and shall perform such other duties and have such other powers as may be prescribed by the Board of Directors or these By-Laws.


Section 11. Treasurer . The Treasurer shall have the custody of the corporate funds and securities and shall cause to be kept full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all monies and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by persons authorized by the Board of Directors. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the Chairman of the Board, if any, the Chief Executive Officer, if any, the President and the Board of Directors whenever they may require it, an account of all of the transactions effected by the Treasurer and of the financial condition of the Corporation. The Treasurer shall generally perform all duties appertaining to the office of treasurer of a corporation and shall perform such other duties and have such other powers as may be prescribed by the Board of Directors, the Chief Executive Officer, if any, the President or these By-Laws.


Section 12. Assistant Treasurer . The Assistant Treasurers shall be empowered and authorized to perform all the duties of the Treasurer in the absence or disability of the Treasurer and shall perform such other duties and have such other powers as may be prescribed by the Board of Directors, the Treasurer or these By-Laws.


Section 13. Controller . The Controller, if any, shall prepare and have the care and custody of the books of account of the Corporation. The Controller shall keep a full and accurate account of all monies, received and paid on account of the Corporation, and shall render a statement of the Controller’s accounts whenever the Board of Directors shall require. The Controller shall generally perform all the duties usually appertaining to the affairs of the controller of a corporation and shall perform such other duties and have such other powers as may be prescribed by the Board of Directors, the Chief Financial Officer, if any, the President or these By-Laws.


Section 14. Additional Powers and Duties . In addition to the foregoing especially enumerated duties and powers, the several officers of the Corporation shall perform such other duties and exercise such further powers as the Board of Directors may, from time to time, determine or as may be assigned to them by any superior officer.


Section 15. Other Officers . The Board of Directors may designate such other officers having such duties and powers as it may specify from time to time.


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ARTICLE VI

CAPITAL STOCK


Section 1. Form of Certificate; Uncertificated Shares . The shares of the Corporation shall be represented by certificates, provided that the Board of Directors may provide by resolution or resolutions that some or all of any or all classes or series of its stock may be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the Corporation. Every holder of stock in the Corporation represented by a certificate shall be entitled to have a certificate signed in the name of the Corporation (i) by the Chairman of the Board, if any, the Chief Executive Officer, if any, the President or any Vice President and (ii) by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary, representing the number of shares registered in certificate form. Except as otherwise provided by law or these By-Laws, the rights and obligations of the holders of uncertificated shares and the rights and obligations of the holders of certificates representing stock of the same class and series shall be identical.


Section 2. Signatures . Any signature required to be on a certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.


Section 3. Lost, Stolen or Destroyed Certificates . The Board of Directors may direct a new certificate to be issued in place of any certificate theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate, or his legal representative, to advertise the same in such manner as the Board of Directors shall require and/or to give the Corporation and/or its transfer agent a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed.


Section 4. Transfers . Stock of the Corporation shall be transferable in the manner prescribed by law and in these By-Laws. Transfers of stock shall be made on the books of the Corporation only by the holder of record or by such person’s attorney duly authorized, and upon the surrender of properly endorsed certificates for a like number of shares (or, with respect to uncertificated shares, by delivery of duly executed instructions or in any other manner permitted by applicable law).


Section 5. Record Date . In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to express consent to corporate action, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty (60) days nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.


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Section 6. Beneficial Owners . The Corporation shall be entitled to recognize the exclusive right of the person registered on its books as the owner of a share to receive dividends and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by law.


Section 7. Dividends . Subject to the provisions of the Certificate of Incorporation or applicable law, dividends upon the capital stock of the Corporation, if any, may be declared by the Board of Directors at any regular or special meeting, and may be paid in cash, in property, or in shares of capital stock. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board of Directors from time to time, in its absolute discretion, deems proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation or for any proper purpose, and the Board of Directors may modify or abolish any such reserve.


Section 8. Common Stock . The voting, dividend and liquidation rights of the holders of shares of Common Stock are subject to, and qualified by, the rights of the holders of the preferred stock, if any, of the Corporation.  Each share of Common Stock shall be treated identically as all other shares of Common Stock with respect to dividends, distributions, rights in liquidation and in all other respects.


ARTICLE VII

INDEMNIFICATION


Section 1. Indemnification Respecting Third Party Claims . The Corporation, to the full extent and in a manner permitted by Delaware law as in effect from time to time, shall indemnify, in accordance with the provisions of this Article, any person (including the heirs, executors, administrators or estate of any such person) who was or is made a party to or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (including any appeal thereof), whether civil, criminal, administrative, or investigative (other than an action by or in the right of the Corporation or by any corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise of which the Corporation owns, directly or indirectly through one or more other entities, a majority of the voting power or otherwise possesses a similar degree of control), by reason of the fact that such person is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, member, manager, partner, trustee, fiduciary, employee or agent (a “Subsidiary Officer”) of another corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise (any such entity for which a Subsidiary Officer so serves, an “Associated Entity”), against expenses, including attorneys’ fees and disbursements, judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful; provided, however , that (i) the Corporation shall not be obligated to indemnify a person who is or was a director, officer employee or agent of the Corporation or a Subsidiary Officer of an Associated Entity against expenses incurred in connection with an action, suit, proceeding or investigation to which such person is threatened to be made a party but does not become a party unless the incurring of such expenses was authorized by or under the authority of the Board of Directors and (ii) the Corporation shall not be obligated to indemnify against any amount paid in settlement unless the Board of Directors has consented to such settlement.


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The termination of any action, suit or proceeding by judgment, order, settlement or conviction or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, that such person had reasonable cause to believe that his conduct was unlawful. Notwithstanding anything to the contrary in the foregoing provisions of this Section 1, a person shall not be entitled, as a matter of right, to indemnification pursuant to this Section 1 against costs or expenses incurred in connection with any action, suit or proceeding commenced by such person against the Corporation or any Associated Entity or any person who is or was a director, officer, fiduciary, employee or agent of the Corporation or a Subsidiary Officer of any Associated Entity (including, without limitation, any action, suit or proceeding commenced by such person to enforce such person’s rights under this Article, unless and only to the extent that such person is successful on the merits of such claim), but such indemnification may be provided by the Corporation in a specific case as permitted by Section 7 below in this Article.


Section 2. Indemnification Respecting Derivative Claims . The Corporation, to the full extent and in a manner permitted by Delaware law as in effect from time to time, shall indemnify, in accordance with the provisions of this Article, any person (including the heirs, executors, administrators or estate of any such person) who was or is made a party to or is threatened to be made a party to any threatened, pending or completed action or suit (including any appeal thereof) brought in the right of the Corporation to procure a judgment in its favor by reason of the fact that such person is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a Subsidiary Officer of an Associated Entity, against expenses (including attorneys’ fees and disbursements) and costs actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless, and only to the extent that, the  Delaware Court of Chancery or the court in which such action or suit was brought shall determine that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses and costs as the Court of Chancery or such other court shall deem proper; provided, however, that the Corporation shall not be obligated to indemnify a director, officer, employee or agent of the Corporation or a Subsidiary Officer of an Associated Entity against expenses incurred in connection with an action or suit to which such person is threatened to be made a party but does not become a party unless the incurrence of such expenses was authorized by or under the authority of the Board of Directors. Notwithstanding anything to the contrary in the foregoing provisions of this Section 2, a person shall not be entitled, as a matter of right, to indemnification pursuant to this Section 2 against costs and expenses incurred in connection with any action or suit in the right of the Corporation commenced by such person, but such indemnification may be provided by the Corporation in any specific case as permitted by Section 7 below in this Article.


Section 3. Determination of Entitlement to Indemnification . Any indemnification to be provided under either of Section 1 or 2 above in this Article (unless ordered by a court of competent jurisdiction or advanced as provided in Section 5 of this Article) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification is proper under the circumstances because the person to be indemnified had met the applicable standard of conduct set forth in such section of this Article. Such determination shall be made, with respect to a person who is a director or officer of the Corporation at the time of such determination, (i) by a majority vote of the directors who are not parties to the action, suit or proceeding in respect of which indemnification is sought, even though less than a quorum, or (ii) by majority vote of the members of a committee composed of at least two directors each of whom is not a party to such action, suit or proceeding, designated by majority vote of directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (iii) if there are no directors who are not parties to such action, suit or proceeding, or if such directors so direct, by independent legal counsel in a written opinion, or (iv) by action of the stockholders taken as permitted by law and these By-Laws.


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Such determination shall be made, with respect to any other person, by such officer or officers of the Corporation as the Board of Directors or the Executive Committee (if any) of the Board may designate, in accordance with any procedures that the Board of Directors, the Executive Committee or such designated officer or officers may determine, or, if any such officer or officers have not been so designated, by the Chief Legal Officer or the General Counsel of the Corporation. In the event a request for indemnification is made by any person referred to in Section 1 or 2 above in this Article, the Corporation shall use its reasonable best efforts to cause such determination to be made not later than sixty (60) days after such request is made after the final disposition of such action, suit or proceeding.


Section 4. Right to Indemnification upon Successful Defense and for Service as a Witness . (a)  Notwithstanding the other provisions of this Article, to the extent that a present or former director or officer has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in either of Section 1 or 2 above in this Article, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees and disbursements) and costs actually and reasonably incurred by such person in connection therewith.


(b)  To the extent any person who is or was a director, officer, employee or agent of the Corporation or a Subsidiary Officer of an Associated Entity has served or prepared to serve as a witness in, but is not a party to, any action, suit or proceeding (whether civil, criminal, administrative, regulatory or investigative in nature), including any investigation by any legislative or regulatory body or by any securities or commodities exchange of which the Corporation or an Associated Entity is a member or to the jurisdiction of which it is subject, by reason of his or her services as a director, officer, employee or agent of the Corporation, or his or her service as a Subsidiary Officer of an Associated Entity (assuming such person is or was serving at the request of the Corporation as a Subsidiary Officer of such Associated Entity), the Corporation may indemnify such person against expenses (including attorneys’ fees and disbursements) and out-of-pocket costs actually and reasonably incurred by such person in connection therewith and, if the Corporation has determined to so indemnify such person, shall use its reasonable best efforts to provide such indemnity within sixty (60) days after receipt by the Corporation from such person of a statement requesting such indemnification, averring such service and reasonably evidencing such expenses and costs; it being understood, however, that the Corporation shall have no obligation under this Article to compensate such person for such person’s time or efforts so expended.


Section 5. Advance of Expenses . (a)  Expenses and costs incurred by any present or former director or officer of the Corporation  in defending a civil, criminal, administrative, regulatory or investigative action, suit or proceeding shall, to the extent permitted by law, be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking in writing by or on behalf of such person to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified in respect of such costs and expenses by the Corporation as authorized by this Article.


(b)  Expenses and costs incurred by any other person referred to in Section 1 or 2 above in this Article in defending a civil, criminal, administrative, regulatory or investigative action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized by or under the authority of the Board of Directors upon receipt of an undertaking in writing by or on behalf of such person to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Corporation in respect of such costs and expenses as authorized by this Article and subject to any limitations or qualifications provided by or under the authority of the Board of Directors.


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Section 6. Notice of Action; Assumption of the Defense . Promptly after receipt by any person referred to in Section 1, 2 or 5 above in this Article of notice of the commencement of any action, suit or proceeding in respect of which indemnification or advancement of expenses may be sought under any such Section, such person (the “Indemnitee”) shall notify the Corporation thereof. The Corporation shall be entitled to participate in the defense of any such action, suit or proceeding and, to the extent that it may wish, except in the case of a criminal action or proceeding, to assume the defense thereof with counsel chosen by it. If the Corporation shall have notified the Indemnitee of its election so to assume the defense, it shall be a condition of any further obligation of the Corporation under such Sections to indemnify the Indemnitee with respect to such action, suit or proceeding that the Indemnitee shall have provided an undertaking in writing to repay all legal or other costs and expenses subsequently incurred by the Corporation in conducting such defense if it shall ultimately be determined that the Indemnitee is not entitled to be indemnified in respect of the costs and expenses of such action, suit or proceeding by the Corporation as authorized by this Article. Notwithstanding anything in this Article to the contrary, after the Corporation shall have notified the Indemnitee of its election so to assume the defense, the Corporation shall not be liable under such Sections for any legal or other costs or expenses subsequently incurred by the Indemnitee in connection with the defense of such action, suit or proceeding, unless (a) the parties thereto include both (i) the Corporation and the Indemnitee, or (ii) the Indemnitee and other persons who may be entitled to seek indemnification or advancement of expenses under any such Section and with respect to whom the Corporation shall have elected to assume the defense, and (b) the counsel chosen by the Corporation to conduct the defense shall have determined, in their sole discretion, that, under applicable standards of professional conduct, a conflict of interest exists that would prevent them from representing both (i) the Corporation and the Indemnitee, or (ii) the Indemnitee and such other persons, as the case may be, in which case the Indemnitee may retain separate counsel at the expense of the Corporation to the extent provided in such Sections and Section 3 above in this Article.


Section 7. Indemnification Not Exclusive . The provision of indemnification to or the advancement of expenses and costs to any person under this Article, or the entitlement of any person to indemnification or advancement of expenses and costs under this Article, shall not limit or restrict in any way the power of the Corporation to indemnify or advance expenses and costs to such person in any other way permitted by law or be deemed exclusive of, or invalidate, any right to which any person seeking indemnification or advancement of expenses and costs may be entitled under any law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s capacity as an officer, director, employee or agent of the Corporation or a Subsidiary Officer of an Associated Entity and as to action in any other capacity.


Section 8. Corporate Obligations; Reliance . The provisions of Sections 1, 2, 4(a) and 5(a) above of this Article shall be deemed to create a binding obligation on the part of the Corporation to the directors, officers, employees and agents of the Corporation, and the persons who are serving at the request of the Corporation as Subsidiary Officers of Associated Entities, on the effective date of this Article and persons thereafter elected as directors and officers or retained as employees or agents, or serving at the request of the Corporation as Subsidiary Officers of Associated Entities (including persons who served as directors, officers, employees and agents, or served at the request of the Corporation as Subsidiary Officers of Associated Entities, on or after such date but who are no longer so serving at the time they present claims for advancement of expenses or indemnity), and such persons in acting in their capacities as directors, officers, employees or agents of the Corporation, or serving at the request of the Corporation as Subsidiary Officers of any Associated Entity, shall be entitled to rely on such provisions of this Article.


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Section 9. Further Changes . Neither the amendment nor repeal of this Article, nor the adoption of any provision of the Certificate of Incorporation inconsistent with this Article, shall eliminate or reduce the effect of such provisions in respect of any act or omission or any matter occurring prior to such amendment, repeal or adoption of an inconsistent provision regardless of when any cause of action, suit or claim relating to any such matter accrued or matured or was commenced, and such provision shall continue to have effect in respect of such act, omission or matter as if such provision had not been so amended or repealed or if a provision inconsistent therewith had not been so adopted.


Section 10. Successors . The right, if any, of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a Subsidiary Officer of an Associated Entity, to indemnification or advancement of expenses under Sections 1 through 9 above in this Article shall continue after he shall have ceased to be a director, officer, employee or agent or a Subsidiary Officer of an Associated Entity and shall inure to the benefit of the heirs, distributees, executors, administrators and other legal representatives of such person.


Section 11. Insurance . The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a Subsidiary Officer of any Associated Entity, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of this Article or applicable law.


Section 12. Definitions of Certain Terms . For purposes of this Article, references to “fines” shall include any excise taxes assessed on a person with respect to any employee benefit plan; references to “serving at the request of the Corporation” shall include any service as a director, officer employee or agent of the Corporation or as a Subsidiary Officer of any Associated Entity which service imposes duties on, or involves services by, such person with respect to any employee benefit plan, its participants, or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this Article.


ARTICLE VIII

GENERAL


Section 1. Fiscal Year . The fiscal year of the Corporation shall be such date as shall be fixed by resolution of the Board of Directors from time to time.


Section 2. Corporate Seal . The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization and the words “Corporate Seal, Delaware”  The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise upon any paper, certificate or document.


Section 3. Disbursements . All checks, drafts or demands for money out of the funds of the Corporation and all notes and other evidences of indebtedness of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.


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Section 4. Amendments . These By-Laws may be altered, amended or repealed, in whole or in part, or new By-Laws may be adopted by the stockholders or by the Board of Directors at any meeting thereof; provided, however , that notice of such alteration, amendment, repeal or adoption of new By-Laws shall be contained in the notice of such meeting of stockholders or in a notice of such meeting of the Board of Directors, as the case may be. Unless a higher percentage is required by law or by the Certificate of Incorporation as to any matter which is the subject of these By-Laws, all such amendments must be approved by either the affirmative vote of holders of shares of capital stock issued and outstanding entitled to vote thereon representing at least a majority of the votes and entitled to be cast thereon or by a majority of the entire Board of Directors then in office; provided , however , that any amendments to these Bylaws that was approved by the stockholders may not be altered, amended or repealed without the affirmative vote of the holders of shares in capital stock issued and outstanding and entitled to vote thereon representing at least a majority of the votes entitled to be cast thereupon.


Section 5. Definitions . As used in this Article and in these By-Laws generally, the term “entire Board of Directors” means the total number of directors which the Corporation would have if there were no vacancies.


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Exhibit 3.3



September 18, 2014


FLORIDA DEPARTMENT OF STATE

Division of Corporations


TYME TECHNOLOGIES, INC.

VCORP SERVICES, LLC



The Articles of Merger were filed on September 18, 2014, for TYME TECHNOLOGIES, INC., the surviving entity not authorized to transact business in Florida.


This document was electronically received and filed under FAX audit number H14000218233.


Should you have any further questions regarding this matter, please feel free to call (850) 245-6050, the Amendment Filing Section.


Carolyn Lewis

Regulatory Specialist II

Division of Corporations                                                       Letter Number: 814A00020017








P.O. BOX 6327 - Tallahassee, Florida 32314


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ARTICLES OF MERGER

(Profit Corporations)


The following articles of merger are submitted in accordance with the Florida Business Corporation Act, pursuant to section 607.1105, Florida Statutes.


First :  The name and jurisdiction of the surviving corporation:


Name

 

Jurisdiction

 

Document Number

(If known/ applicable)

 

 

 

 

 

Tyme Technologies, Inc.

 

Delaware

 

 


Second:  The name and jurisdiction of each merging corporation:


Name

 

Jurisdiction

 

Document Number

(If known/ applicable)

 

 

 

 

 

Global Group Enterprises Corp.

 

Florida

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


Third :  The Plan of Merger is attached.


Fourth :  The merger shall become effective on the date the Articles of Merger are filed with the Florida Department of State.


OR                /         /            

(Enter a specific date. NOTE:  An effective date cannot be prior to the date of filing or more than 90 days after merger file date.)


Fifth:  Adoption of Merger by surviving corporation - (COMPLETE ONLY ONE STATEMENT)

The Plan of Merger was adopted by the shareholders of the surviving corporation on   September 12, 2014   .


The Plan of Merger was adopted by the board of directors of the surviving corporation on

_______________________ and shareholder approval was not required.


Sixth:  Adoption of Merger by merging corporation(s) (COMPLETE ONLY ONE STATEMENT)

The Plan of Merger was adopted by the shareholders of the merging corporation(s) on   September 12, 2014   .


The Plan of Merger was adopted by the board of directors of the merging corporation(s) on

_______________________ and shareholder approval was not required.



(Attach additional sheets if necessary)



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Seventh:   SIGNATURES FOR EACH CORPORATION


Name of Corporation

 

Signature of an Officer or Director

 

Typed or Printed Name of Individual & Title

 

 

 

 

 

Global Group

 

/s/ Peter de Svastich

 

Peter de Svastich

 

 

 

 

 

Enterprises Corp.

 

 

 

President

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tyme Technologies, Inc.

 

/s/ Peter de Svastich

 

Peter de Svastich

 

 

 

 

 

 

 

 

 

President

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



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PLAN OF MERGER

(Non Subsidiaries)


The following plan of merger is submitted in compliance with section 607.1101, Florida Statutes, and in accordance with the laws of any other applicable jurisdiction of incorporation.


First:   The name and jurisdiction of the surviving corporation:


Name

 

Jurisdiction

 

 

 

 

 

 



Second:   The name and jurisdiction of each merging corporation:


Name

 

Jurisdiction

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



Third:   The terms and conditions of the merger are as follows:








Fourth:   The manner and basis of converting the shares of each corporation into shares, obligations, or other securities of the surviving corporation or any other corporation or, in whole or in part, into cash or other property and the manner and basis of converting rights to acquire shares of each corporation into rights to acquire shares, obligations, or other securities of the surviving or any other corporation or, in whole or in part, into cash or other property are as follows:




(Attach additional sheets if necessary)



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THE FOLLOWING MAY BE SET FORTH IF APPLICABLE:


Amendments to the articles of incorporation of the surviving corporation are indicated below or attached:








OR


Restated articles are attached:







Other provisions relating to the merger are as follows:

























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PLAN OF MERGER

(Merger of subsidiary corporation(s))


The following plan of merger is submitted in compliance with section 607.1104, Florida Statutes, and in accordance with the laws of any other applicable jurisdiction of incorporation.


The name and jurisdiction of the parent corporation owning at least 80 percent of the outstanding shares of each class of the subsidiary corporation:



Name

 

Jurisdiction

 

 

 

Global Group Enterprises Corp.

 

Florida



The name and jurisdiction of each subsidiary corporation:



Name

 

Jurisdiction

 

 

 

Tyme Technologies, Inc.

 

Delaware

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 




The manner and basis of converting the shares of the subsidiary or parent into shares, obligations, or other securities of the parent or any other corporation or, in whole or in part, into cash or other property, and the manner and basis of converting rights to acquire shares of each corporation into rights to acquire shares, obligations, and other securities of the surviving or any other corporation or, in whole or in part, into cash or other property are as follows:


See attached Agreement and Plan of Merger.






(Attach additional sheets if necessary)



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If the merger is between the parent and a subsidiary corporation and the parent is not the surviving corporation, a provision for the pro rata issuance of shares of the subsidiary to the holders of the shares of the parent corporation upon surrender of any certificates is as follows:


See attached Agreement and Plan of Merger.






If applicable, shareholders of the subsidiary corporations, who, except for the applicability of section 607.1104, Florida Statutes, would be entitled to vote and who dissent from the merger pursuant to section 607.1321, Florida Statutes, may be entitled, if they comply with the provisions of chapter 607 regarding appraisal rights of dissenting shareholders, to be paid the fair value of their shares.


Other provisions relating to the merger are as follows:


See attached Agreement and Plan of Merger.






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AGREEMENT AND PLAN OF MERGER


THIS AGREEMENT AND PLAN OF MERGER (“ Agreement ”) is made as of September 12, 2014, by and between GLOBAL GROUP ENTERPRISES CORP, a Florida corporation (“ GGET ”) and TYME TECHNOLOGIES, INC., its wholly-owned Delaware subsidiary (“ Tyme” ) (GGET and Tyme shall sometimes be referred to herein collectively as the “ Constituent Corporations ”).


BACKGROUND


A.          GGET is a corporation duly organized and existing under the laws of the State of Florida.  Tyme is a corporation duly organized and existing under the laws of the State of Delaware.


B.          The authorized capital stock of GGET consists of two hundred and fifty million (250,000,000) shares of common stock, par value $0.0001 per share (“ GGET Common Stock ”), of which 12,000,000 shares are issued and outstanding.  The authorized capital stock of Tyme consists of three hundred and ten million (310,000,000) shares, consisting of (a) three hundred million (300,000,000) shares of common stock, $0.0001 par value (“ Tyme Common Stock ”), of which 100 shares are issued and outstanding, and (b) ten million (10,000,000) shares of preferred stock, $0.0001 par value, of which no shares are issued and outstanding.


C.          The respective boards of directors of the Constituent Corporations deem it advisable and in the best interests of their respective corporations and stockholders that GGET be merged with and into Tyme pursuant to the terms and conditions set forth in this Agreement (the “ Merger ”), and have approved this Agreement by resolutions duly adopted by them in accordance with the laws of their respective jurisdictions of incorporation.


D.          the Constituent Corporations wish to effect the Merger as a plan of reorganization in accordance with the provisions of Section 368(a)(1)(F) of the Internal Revenue Code of 1986, as amended (the “ Code ”).


NOW, THEREFORE , in consideration of the mutual covenants and agreements set forth herein, and in accordance with applicable law, the parties hereto do hereby adopt the plan of merger encompassed by this Agreement, and do hereby agree that GGET shall merge with and into Tyme in accordance with the following terms and conditions:


1.          MERGER


1.1        Merger; Surviving Corporation .


(a)       The effective time of the Merger (the “ Effective Time ”) will occur upon the time and date that (i) Articles of Merger with respect to the Merger and this Agreement are duly filed with the Secretary of State of the State of Florida with respect to the Merger, and (ii) Certificate of Merger with respect to the Merger and this Agreement is duly filed with the Secretary of State of the State of Delaware with respect to the Merger; both such filings will occur on the same date, after satisfaction of the requirements of the applicable laws of both states prerequisite to such filings, including, without limitation, the approval of the stockholders of each of the Constituent Corporations.


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(b)       At the Effective Time, GGET will be merged with and into Tyme, with Tyme being the surviving corporation of the Merger (the “ Surviving Corporation ”). At the Effective Time, the corporate existence of GGET will cease, and the Surviving Corporation will succeed to all of the business, properties, assets, and liabilities of the Constituent Corporations.


1.2        Certificate of Incorporation and Bylaws .


(a)       From and after the Effective Time, the Amended and Restated Certificate of Incorporation of Tyme, as in effect immediately prior to the Effective Time, will be the Certificate of Incorporation of the Surviving Corporation, until altered, amended, or repealed in accordance with the laws of the State of Delaware.


(b)       From and after the Effective Time, the Bylaws of Tyme, as in effect immediately prior to the Effective Time, will be the Bylaws of the Surviving Corporation, until altered, amended, or repealed in accordance with the laws of the State of Delaware.


1.3        Directors and Officers .


(a)       The number of directors of Tyme serving in such capacity immediately prior to the Effective Time will be the number of directors of the Surviving Corporation from and after the Effective Time, until such number is altered in accordance with the laws of the State of Delaware and Bylaws of the Surviving Corporation. The directors of Tyme immediately prior to the Effective Time will be the directors of the Surviving Corporation from and after the Effective Time and will hold office from and after the Effective Time in accordance with the Bylaws of the Surviving Corporation until their respective successors are duly appointed or elected and qualified.


(b)       The officers of Tyme immediately prior to the Effective Time will be the officers of the Surviving Corporation from and after the Effective Time and will hold the same offices from and after the Effective Time in accordance with the Bylaws of the Surviving Corporation until their respective successors are duly appointed or elected and qualified.


1.4        Shares; Certificates .


(a)       At the Effective Time, the shares of capital stock of GGET will be converted into shares of capital stock of Tyme as follows:


(i)        each share of GGET Common Stock issued and outstanding immediately before the Effective Time will, automatically and without further act of GGET, Tyme, or any holder thereof, be extinguished and converted into 4.3334 issued and outstanding and fully paid and non-assessable shares of Tyme Common Stock subject to the same terms, conditions, and restrictions, if any, as existed immediately before the Effective Time;


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(ii)       any share of GGET Common Stock held in the treasury immediately before the Effective Time will, automatically and without further act of GGET or Tyme, be extinguished and converted into one fully paid and nonassessable share of Tyme Common Stock to be held in the treasury of the Surviving Corporation subject to the same terms, conditions, and restrictions, if any, as existed immediately before the Effective Time.


(b)       Each person who, as a result of the Merger, holds one or more certificates representing one or more shares of GGET Common Stock may surrender any such certificate to the Surviving Corporation and, upon such surrender, the Surviving Corporation will, within a reasonable time, deliver to such person, in substitution and exchange therefor, one or more certificates evidencing the number of shares of Tyme Common Stock, that such person is entitled to receive in accordance with the terms of this Agreement, in substitution for the number of shares of GGET Common Stock represented by each certificate so surrendered; provided , however , that no such holder will be required to surrender any such certificate until such certificate otherwise would be surrendered for transfer on the books of the issuing corporation in the ordinary course of business.


(c)       At the Effective Time, all of the shares of capital stock of Tyme issued or outstanding immediately before the Effective Time will, automatically and without further act of GGET, the Surviving Corporation, or any holder thereof, be cancelled and cease to exist, without any consideration being payable therefor.


2.          MISCELLANEOUS


2.1        Consent to Service Of Process .  Tyme hereby consents and agrees, effective as of the Effective Time, to be sued and served with process in the State of Florida in any proceeding for the enforcement of any obligations of GGET and in any proceeding for the enforcement of the rights, if any, of a dissenting stockholder of GGET against Tyme.  Tyme hereby irrevocably appoints the Secretary of State of the State of Florida as its agent to accept service of process in any such proceeding from and after the Effective Time.


2.2        Accounting Matters .  Except as herein provided with respect to the cancellation of the outstanding shares of GGET, the assets, liabilities, reserves, and accounts of GGET and Tyme will be taken up or continued on the books of the Surviving Corporation in the respective amounts at which such assets, liabilities, reserves, and accounts have been carried on the books of GGET and Tyme immediately before the Effective Time, subject to such adjustments, and such elimination of intercompany items, as may be appropriate to give effect to the Merger.


2.3        Expenses of Merger .  From and after the Effective Time, Tyme, as the Surviving Corporation, will pay all unpaid expenses of carrying this Agreement into effect and accomplishing the Merger.


2.4        Further Assurances .  If, at any time from and after the Effective Time, the Surviving Corporation believes or is advised that any further assignment or assurance in law is necessary or desirable to vest in the Surviving Corporation the title to any property or rights of GGET, the proper officers of the Surviving Corporation are hereby authorized, in the name of GGET or otherwise, to execute and make all such proper assignments and assurances in law, and to do all other things necessary or proper to vest such property or rights in the Surviving Corporation and otherwise to carry out the purposes of this Agreement.


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2.5        Approval . This Agreement will be submitted for approval by the holders of GGET Common Stock at an annual or special meeting of stockholders, or GGET will acquire the necessary shareholder consents pursuant to applicable law.  The execution of this Agreement constitutes the approval hereof, and of the transactions contemplated hereby, by written consent of GGET in its capacity as sole stockholder of Tyme.


2.6        Termination, Abandonment or Deferral . At any time before the Effective Date, this Merger Agreement may be terminated and the Merger may be abandoned by the Board of Directors of either GGET or Tyme or both, notwithstanding the approval of this Merger Agreement by the shareholders of GGET or Tyme, or the consummation of the Merger may be deferred for a reasonable period of time if, in the opinion of the Boards of Directors of GGET and Tyme, such action would be in the best interest of such corporations.  In the event of termination of this Merger Agreement, this Merger Agreement shall become void and of no effect and there shall be no liability on the part of either Constituent Corporation or its Board of Directors or shareholders with respect thereto.


2.7        Amendment . At any time before the Effective Time and for any reason, this Agreement may be amended, notwithstanding approval of this Agreement by the stockholders of GGET or Tyme, by an agreement in writing executed in the same manner as this Agreement; provided , however , that after approval of this Agreement by the stockholders of GGET, this Agreement may not be amended, without such further approval as is required by law, to the extent that such amendment would: (i) alter or change the amount or kind of shares to be received by the stockholders of Tyme or GGET in the Merger, (ii) alter or change any term of the Articles of Incorporation of Tyme, or (iii) effect any alteration or change that would adversely affect the stockholders of GGET or Tyme.


2.8        Counterparts .  In order to facilitate the filing and recording of this Agreement, the same may be executed in any number of counterparts, each of which shall be deemed to be an original.


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IN WITNESS WHEREOF , this Agreement, having first been duly approved by the Board of Directors of GGET and Tyme, is hereby executed on behalf of each said corporation and attested by their respective officers thereunto duly authorized.



GLOBAL GROUP ENTERPRISES CORP.

a Florida corporation



By:   /s/ Peter de Svastich

Name:  Peter de Svastich

Title:  President




TYME TECHNOLOGIES, INC.,

a Delaware corporation



By:   /s/ Peter de Svastich

Name:  Peter de Svastich

Title:  President


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Exhibit 3.4

State of Delaware

Secretary of State

Division of Corporations

Delivered 11:22 AM 09/18/2014

FILED 11:22 AM 09/18/2014

SRV 141193786 - 5591539 FILE

STATE OF DELAWARE

CERTIFICATE OF MERGER OF

FOREIGN CORPORATION INTO

DOMESTIC CORPORATIONS

_______________________


Pursuant to Title 8, Section 252 of the Delaware General Corporation Law, the undersigned corporation executed the following Certificate of Merger:


FIRST:            The name of the surviving corporation is Tyme Technologies, Inc. , a Delaware corporation (“Tyme”), and the name of the corporation being merged into the surviving corporation is Global Group Enterprises Corp ., a Florida corporation (“Parent”).


SECOND:       The Agreement of Plan of Merger by and among the Parent and Tyme (the “Agreement of Merger”), has been certified, approved, adopted, executed and acknowledged by each of the constituent corporations pursuant to Title 8 Section 252 of the General Corporation Law of the State of Delaware.


THIRD:          The name of the surviving corporation is Tyme Technologies, Inc. , a Delaware corporation.


FOURTH :      The Certificate of Incorporation of the surviving corporation, as in effect immediately prior to the merger, shall be the Certificate of Incorporation.


FIFTH:           The authorization stock and par value of the non-Delaware corporation is 250,000,000 shares of common stock, par value $0.0001 per share.


SIXTH:          The merger is to become effective on the date of filing.


SEVENTH:    The executed Agreement of Merger is on file at c/o Crone Kline Rinde LLP, 488 Madison Avenue, 12 th Floor; the place of business of the surviving corporation.


EIGHTH:        A copy of the Agreement of Merger will be furnished by the surviving corporation on request, without cost, to any stockholder of the constituent corporations.


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IN WITNESS WHEREOF , said surviving corporation has caused this certificate to be signed by an authorized officer, the 12 th day of September, 2014.


TYME TECHNOLOGIES, INC.



By:   /s/ Peter de Svastich

Name:   Peter de Svastich

Title:  President


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