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Item 5.03.
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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On May 22, 2019, the Board of Directors
(the “Board”) of Ozop Surgical Corp. a Nevada corporation (the “Company”) amended and restated the Company’s
Bylaws, as amended (the “Bylaws”), effective immediately, in accordance with the amendments to the Bylaws approved
at the Company’s Annual Meeting of Stockholders which took place on April 26, 2019 (the “Annual Meeting”).
The Bylaws include the following amendments
which were approved by the Company’s stockholders at the Annual Meeting:
Amendment to Article III Section
2 of Bylaws
Article III Section 2 of the Company’s
Bylaws has been amended to remove the requirement therein that the annual meeting is required to be held within 120 days of the
FYE.
As previously written, Article III Section
2 of the Bylaws provided “Annual Meetings. The Annual Meeting of stockholders of the Corporation for the election of Directors
and the transaction of such other business as may properly come before said meeting shall be held at the principal business office
of the Corporation or at such other place or places either within or without the State of Nevada as may be designated by the Board
of Directors and stated in the notice of the meeting, on a date not later than 120 days following the close of the fiscal year
of the Corporation as designated by the Board of Directors.”
Currently Article III Section 2 states
as follows: “Annual Meetings. The Annual Meeting of stockholders of the Corporation for the election of Directors and the
transaction of such other business as may properly come before said meeting shall be held at the principal business office of the
Corporation or at such other place or places either within or without the State of Nevada as may be designated by the Board of
Directors and stated in the notice of the meeting, as designated by the Board of Directors.”
Amendment to Article VII Section
3 of Bylaws
Article VII Section 3 of the Company’s
Bylaws has been amended to change the Fiscal Year End (“FYE”) in the Company’s Bylaws from 2/29 to 12/31 to accurately
reflect the FYE of the Company.
As previously written Article VII Section
3 of the Bylaw’s provided “Fiscal Year. The fiscal year of the Corporation shall end on February 29.”
Currently Article VII Section 3 states
as follows: “Fiscal Year. The fiscal year of the Corporation shall end on December 31 of each year.”
Amendment to Article VIII of Bylaws
Article VIII of the Company’s
Bylaws has been amended to allow solely the Board to amend the Bylaws without any stockholder approval being required.
As previously written, Article VIII
of the Bylaws provided “Amendments. These Bylaws may be adopted, altered, amended or repealed or new Bylaws may be adopted
by the stockholders, or by the Board of Directors by the Articles of Incorporation, at any regular meeting of the stockholders
or of the Board of Directors or at any special meeting of the stockholders or of the Board of Directors if notice of such alteration,
amendment, repeal or adoption of new Bylaws be contained in the notice of such special meeting. If the power to adopt, amend or
repeal Bylaws is conferred upon the Board of Directors by the Articles of Incorporation it shall not divest or limit the power
of the stockholders to adopt, amend or repeal Bylaws.”
Currently, Article VIII of the Bylaws
states as follows: “Amendments. These Bylaws may be altered, amended or repealed or new Bylaws may be adopted by the Board
of Directors at any regular or special meeting of the Board of Directors.”
The foregoing description is qualified
in its entirety by the Bylaws which are attached hereto as Exhibit 3.2 and incorporated herein by reference.