Enteromedics Inc (ETRM)

[PJO]

RS coming

Authorize the Board of Directors to amend the Company’s Fifth Amended and Restated Certificate of Incorporation to effect a reverse split of our issued and outstanding shares of common stock (the “Reverse Split”) upon a determination by the Board of Directors that such amendment is necessary and appropriate to maintain the continued listing of the common stock on The Nasdaq Capital Market, and such Reverse Split shall be at a ratio of between 1-for-10 and 1-for 20, inclusive, which ratio will be selected at the sole discretion of our Board of Directors at any whole number in the above range, with any fractional shares that would otherwise be issued as a result of the reverse split being rounded up to the nearest whole share;