Exhibit 3.3
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
OCULUS INNOVATIVE SCIENCES, INC.
Hojabr Alimi and Richard Conley certify that:
1. They are the President and Secretary, respectively, of Oculus Innovative Sciences, Inc., a
California corporation.
2. Article III.A of the Company’s Articles of Incorporation is hereby amended to read in its
entirety as follows:
“Classes of Stock. The Corporation is authorized to issue two classes of stock to be
designated, respectively, “Common Stock” and “Preferred Stock.” The total number of shares which
the Corporation is authorized to issue is one hundred thirty million (130,000,000) shares. Of such
authorized shares, one hundred million (100,000,000) shall be designated as Common Stock and thirty
million (30,000,000) shall be designated as Preferred Stock. Five million five hundred thousand
(5,500,000) shares of the Preferred Stock are designated “Series A Preferred Stock” and eleven
million two hundred twenty-two thousand, two hundred twenty-two (11,222,222) shares of the
Preferred Stock are designated “Series B Preferred Stock”. The rights, preferences, privileges and
restrictions granted to and imposed on the Preferred Stock are as set forth below in Article
III(B).”
3. The foregoing amendment of Articles of Incorporation has been duly approved by the Board of
Directors of the Corporation.
4. The foregoing amendment of Articles of Incorporation has been duly approved by the required
vote of shareholders in accordance with Sections 902 and 903 of the California Corporation Code.
The total number of outstanding shares of each class of the Corporation entitled to vote with
respect to the amendment is 16,758,271 shares of Common Stock, 5,351,244 shares of Series A
Preferred Stock, and 6,443,588 shares of Series B Preferred Stock. The number of shares voting in
favor of the amendment equaled or exceeded the vote required. The percentage vote required was (i)
more than fifty percent (50%) of the outstanding shares of Series A Preferred Stock and Series B
Preferred Stock voting together as a single class, (ii) more than fifty percent (50%) of the
outstanding shares of Series A Preferred Stock voting as a single class, (iii) more than fifty
percent (50%) of the outstanding shares of Series B Preferred Stock voting as a single class, (iv)
more than fifty percent (50%) of the outstanding shares of Common Stock voting as a single class,
and (v) more than fifty percent (50%) of the outstanding shares of Common Stock, Series A Preferred
Stock and Series B Preferred Stock voting together as a single class.
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