Attached files
file | filename |
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EX-4.7 - EX-4.7 - ENDOCYTE INC | f56327a2exv4w7.htm |
EX-3.5 - EX-3.5 - ENDOCYTE INC | f56327a2exv3w5.htm |
EX-3.2 - EX-3.2 - ENDOCYTE INC | f56327a2exv3w2.htm |
EX-3.1 - EX-3.1 - ENDOCYTE INC | f56327a2exv3w1.htm |
EX-23.1 - EX-23.1 - ENDOCYTE INC | f56327a2exv23w1.htm |
EX-10.18 - EX-10.18 - ENDOCYTE INC | f56327a2exv10w18.htm |
EX-10.17 - EX-10.17 - ENDOCYTE INC | f56327a2exv10w17.htm |
EX-10.19 - EX-10.19 - ENDOCYTE INC | f56327a2exv10w19.htm |
S-1/A - S-1/A - ENDOCYTE INC | f56327a2sv1za.htm |
Exhibit 3.3
ENDOCYTE, INC.
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
Endocyte, Inc., a corporation organized and existing under the laws of the State of Delaware,
hereby certifies as follows:
A. The name of the corporation is Endocyte, Inc. The corporations original Certificate of
Incorporation was filed with the Secretary of State of the State of Delaware on December 11, 2001.
The original Certificate of Incorporation has been subsequently amended at various times, most
recently on February 11, 2010.
B. This Amended and Restated Certificate of Incorporation was duly adopted in accordance with
Sections 242 and 245 of the General Corporation Law of the State of Delaware (the DGCL),
and has been duly approved by the written consent of the stockholders of the corporation in
accordance with Section 228 of the DGCL.
C. The Certificate of Incorporation of the corporation is hereby amended and restated in its
entirety to read as follows:
ARTICLE I
The name of the corporation is Endocyte, Inc.
ARTICLE II
The address of the corporations registered office in the State of Delaware is 1209 Orange
Street, City of Wilmington, County of New Castle, 19808. The name of the registered agent at such
address is The Corporation Trust Company.
ARTICLE III
The purpose of the corporation is to engage in any lawful act or activity for which
corporations may be organized under the DGCL.
ARTICLE IV
The total number of shares of stock that the corporation shall have authority to issue is
[110,000,000], consisting of the following:
[100],000,000 shares of Common Stock, par value $[0.001] per share. Each share of Common Stock
shall entitle the holder thereof to one (1) vote on each matter submitted to a vote at a meeting of
stockholders.
[10],000,000 shares of Preferred Stock, par value $[0.001] per share, which may be issued from
time to time in one or more series pursuant to a resolution or resolutions providing for such
issue duly adopted by the Board of Directors (authority to do so being hereby expressly vested
in the Board of Directors). The Board of Directors is further authorized, subject to limitations
prescribed by law, to fix by resolution or resolutions the designations, powers, preferences and
rights, and the qualifications, limitations or restrictions thereof, of any wholly unissued series
of Preferred Stock, including without limitation authority to fix by resolution or resolutions the
dividend rights, dividend rate, conversion rights, voting rights, rights and terms of redemption
(including sinking fund provisions), redemption price or prices, and liquidation preferences of any
such series, and the number of shares constituting any such series and the designation thereof, or
any of the foregoing.
The Board of Directors is further authorized to increase (but not above the total number of
authorized shares of the class) or decrease (but not below the number of shares of any such series
then outstanding) the number of shares of any series, the number of which was fixed by it,
subsequent to the issuance of shares of such series then outstanding, subject to the powers,
preferences and rights, and the qualifications, limitations and restrictions thereof stated in the
Certificate of Incorporation or the resolution of the Board of Directors originally fixing the
number of shares of such series. If the number of shares of any series is so decreased, then the
shares constituting such decrease shall resume the status which they had prior to the adoption of
the resolution originally fixing the number of shares of such series.
ARTICLE V
The number of directors that constitutes the entire Board of Directors of the corporation
shall be fixed by, or in the manner provided in, the Bylaws of the corporation. At each annual
meeting of stockholders, directors of the corporation shall be elected to hold office until the
expiration of the term for which they are elected and until their successors have been duly elected
and qualified or until their earlier resignation or removal; except that if any such election shall
not be so held, such election shall take place at a stockholders meeting called and held in
accordance with the DGCL.
[Effective upon the effective date of the corporations initial public offering (the
Effective Date), the directors of the corporation shall be divided into three classes as
nearly equal in size as is practicable, hereby designated Class I, Class II and Class III. The
Board of Directors may assign members of the Board of Directors already in office to such classes
at the time such classification becomes effective. The term of office of the initial Class I
directors shall expire at the first regularly-scheduled annual meeting of the stockholders
following the Effective Date, the term of office of the initial Class II directors shall expire at
the second annual meeting of the stockholders following the Effective Date and the term of office
of the initial Class III directors shall expire at the third annual meeting of the stockholders
following the Effective Date. At each annual meeting of stockholders, commencing with the first
regularly-scheduled annual meeting of stockholders following the Effective Date, each of the
successors elected to replace the directors of a Class whose term shall have expired at such annual
meeting shall be elected to hold office until the third annual meeting next succeeding his or her
election and until his or her respective successor shall have been duly elected and qualified.]
Notwithstanding the foregoing provisions of this Article, each director shall serve until his
or her successor is duly elected and qualified or until his or her death, resignation, or removal.
If the number of directors is hereafter changed, any newly created directorships or decrease in
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directorships shall be so apportioned among the classes as to make all classes as nearly equal in number as
is practicable, provided that no decrease in the number of directors constituting the Board of
Directors shall shorten the term of any incumbent director.
[Any director may be removed from office by the stockholders of the corporation only for
cause.] Vacancies occurring on the Board of Directors for any reason and newly created
directorships resulting from an increase in the authorized number of directors may be filled only
by vote of a majority of the remaining members of the Board of Directors, although less than a
quorum, or by a sole remaining director, at any meeting of the Board of Directors. A person so
elected by the Board of Directors to fill a vacancy or newly created directorship shall hold office
until the next election of the class for which such director shall have been chosen and until his
or her successor shall be duly elected and qualified.
ARTICLE VI
In furtherance and not in limitation of the powers conferred by statute, the Board of
Directors of the corporation is expressly authorized to adopt, amend or repeal the Bylaws of the
corporation.
ARTICLE VII
Elections of directors need not be by written ballot unless the Bylaws of the corporation
shall so provide.
ARTICLE VIII
No action shall be taken by the stockholders of the corporation except at an annual or special
meeting of the stockholders called in accordance with the Bylaws, and no action shall be taken by
the stockholders by written consent.
ARTICLE IX
To the fullest extent permitted by the DGCL, as it presently exists or may hereafter be
amended from time to time, a director of the corporation shall not be personally liable to the
corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. If
the DGCL is amended 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.
The corporation may indemnify, to the fullest extent permitted by applicable law, any director
or officer of the corporation 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 (a Proceeding) by reason of the fact that he or she 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, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, including service with respect to employee benefit plans,
against expenses (including
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attorneys fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with any such Proceeding.
The corporation shall have the power to indemnify, to the extent permitted by the DGCL, as it
presently exists or may hereafter be amended from time to time, any employee or agent of the
corporation who was or is a party or is threatened to be made a party to any Proceeding by reason
of the fact that he or she 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, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise, including service with
respect to employee benefit plans, against expenses (including attorneys fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by such person in connection with
any such Proceeding.
Neither any amendment nor repeal of this Article IX, nor the adoption of any provision of this
corporations Certificate of Incorporation inconsistent with this Article IX, shall eliminate or
reduce the effect of this Article IX in respect of any matter occurring, or any cause of action,
suit or proceeding accruing or arising or that, but for this Article IX, would accrue or arise,
prior to such amendment, repeal or adoption of an inconsistent provision.
ARTICLE X
Except as provided in Article IX above, the corporation reserves the right to amend, alter,
change or repeal any provision contained in this Certificate of Incorporation, in the manner now or
hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted
subject to this reservation.
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IN WITNESS WHEREOF, Endocyte, Inc. has caused this Amended and Restated Certificate of
Incorporation to be signed by the President and Chief Executive Officer of the corporation on this
____ day of _________ 2010.
By: | ||||
P. Ron Ellis | ||||
President and Chief Executive Officer | ||||
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