Attached files
| file | filename |
|---|---|
| 8-K - CURRENT REPORT - AEOLUS PHARMACEUTICALS, INC. | v210198_8-k.htm |
EXHIBIT
3.1
CERTIFICATE
OF AMENDMENT OF
AMENDED
AND RESTATED CERTIFICATE OF INCORPORATION OF
AEOLUS
PHARMACEUTICALS, INC.
AEOLUS PHARMACEUTICALS, INC.,
a corporation organized and existing under and by virtue of the General
Corporation Law of the State of Delaware (the “DGCL”),
does hereby certify:
FIRST: The name of the
Corporation is AEOLUS
PHARMACEUTICALS, INC. (the “Corporation”). The date on which the
Corporation’s original Certificate of Incorporation was filed with the Secretary
of State of the State of Delaware is April 10, 1995.
SECOND: This Certificate of Amendment amends certain provisions of
the Amended and Restated Certificate of Incorporation, as amended (the “Restated
Certificate”), and has been duly adopted by the Board of Directors of the
Corporation acting in accordance with the provisions of Section 242 of the
DGCL, and further adopted in accordance with the provisions of Sections 211
and 242 of the DGCL by the stockholders of the Corporation.
THIRD: the first paragraph of
Article Fourth of the Restated Certificate will be amended to read in its
entirety as follows:
“FOURTH:
Authorization.
The total number of shares of stock that the Corporation shall be authorized to
issue is Two Hundred Ten Million (210,000,000) shares of stock, with Two Hundred
Million (200,000,000) shares designated Common Stock, each having $0.01 par
value, and Ten Million (10,000,000) shares of Preferred Stock, each having $0.01
par value, of which One Million Two Hundred Fifty Thousand (1,250,000) shares
are designated Series A Convertible Preferred Stock (the “Series A Preferred
Stock”) and One Million Six Hundred Thousand (1,600,000) shares are designated
Series B Convertible Preferred Stock (the “Series B Preferred
Stock”). The Series A Preferred Stock shall have the terms and
provisions set forth in Appendix B attached hereto. The Series B
Preferred Stock shall have the terms and provisions set forth in Appendix A
attached hereto.”
IN WITNESS WHEREOF, AEOLUS
PHARMACEUTICALS, INC. has caused this Certificate of Amendment to be signed by its Chief Executive Officer as of February
7, 2011.
/s/ John McManus
John
McManus
Chief
Executive Officer