Synergy Empire : Certificate of Incorporation/Bylaws - Form 8-K

Item 5.03

Amendments to Articles of Incorporation or Bylaws

On May 16, 2024, the Company filed with the Secretary of State of the State of Nevada a Certificate of Amendment (the "Certificate of Amendment") increasing the number of authorized shares of (i) common stock, $0.0001 par value per share, from 5,000,000 shares to 50,000,000 shares; and (ii) undesignated preferred stock, $0.0001 par value per share from 500,000 shares to 20,000,000 shares. A copy of the Certificate of Amendment is attached hereto as Exhibit 3.1 and incorporated herein by reference.

In addition, on May 16, 2024, the Company filed with the Secretary of State of the State of Nevada a Certificate of Designation (the "Series A Certificate of Designation") describing the preferences, rights and limitations of the Company's Series A Preferred Stock, $0.0001 par value per share. The Series A Certificate of Designation authorized the issuance of up to 10,000,000 shares of Series A preferred stock, par value $0.001 per share (the "Series A Preferred Stock"), with a stated value equal to $1.00 per share.

Holders of the Series A Preferred Stock are entitled to 1 vote per share on matters submitted to a vote of the Company's stockholders. Upon any liquidation, dissolution or winding-up of the Company, whether voluntary of involuntary, the holders of the Series A Preferred Stock will be entitled to receive out of the assets of the Company an amount equal to the stated value of the Series A Preferred Stock and any other fees or liquidated damages then due and owing, for each share of Series A Preferred Stock before any distribution or payment is made to the holders of any junior securities, and if the assets of the Company are insufficient to pay in full such amounts, then the entire assets to be distributed to the holders of the Series A Preferred Stock will be ratably distributed among the holders in accordance with the respective amounts that would be payable on such shares if all amounts payable thereon were paid in full.

The foregoing descriptions of the Certificate of Amendment and the Series A Certificate of Designation are qualified in its entirety by the provisions of the Certificate of Amendment and the Series A Certificate of Designation filed hereto as Exhibits 3.1 and 3.2, respectively, and are incorporated by reference herein.