Attached files
| file | filename |
|---|---|
| S-1 - FORM S-1 - ATOSSA THERAPEUTICS, INC. | v301800_s1.htm |
| EX-3.3 - EXHIBIT 3.3 - ATOSSA THERAPEUTICS, INC. | v301800_ex3-3.htm |
| EX-10.1 - EXHIBIT 10.1 - ATOSSA THERAPEUTICS, INC. | v300180_ex10-1.htm |
| EX-10.3 - EXHIBIT 10.3 - ATOSSA THERAPEUTICS, INC. | v301800_ex10-3.htm |
| EX-23.1 - EXHIBIT 23.1 - ATOSSA THERAPEUTICS, INC. | v301800_ex23-1.htm |
| EX-10.2 - EXHIBIT 10.2 - ATOSSA THERAPEUTICS, INC. | v300180_ex10-2.htm |
| EX-10.4 - EXHIBIT 10.4 - ATOSSA THERAPEUTICS, INC. | v301800_ex10-4.htm |
| EX-10.6 - EXHIBIT 10.6 - ATOSSA THERAPEUTICS, INC. | v301800_ex10-6.htm |
| EX-10.16 - EXHIBIT 10.16 - ATOSSA THERAPEUTICS, INC. | v301800_ex10-16.htm |
| EX-10.11 - EXHIBIT 10.11 - ATOSSA THERAPEUTICS, INC. | v301800_ex10-11.htm |
| EX-10.10 - EXHIBIT 10.10 - ATOSSA THERAPEUTICS, INC. | v301800_ex10-10.htm |
| EX-10.15 - EXHIBIT 10.15 - ATOSSA THERAPEUTICS, INC. | v301800_ex10-15.htm |
| EX-10.17 - EXHIBIT 10.17 - ATOSSA THERAPEUTICS, INC. | v301800_ex10-17.htm |
EXHIBIT
3.1
AMENDED
AND RESTATED
CERTIFICATE
OF INCORPORATION OF
ATOSSA
GENETICS INC.
Atossa
Genetics Inc., a corporation organized and existing under the laws of the State
of Delaware (the “Company”), certifies
that:
A. The
name of the Company is Atossa Genetics Inc. The Company’s original
Certificate of Incorporation was filed with the Secretary of State of the State
of Delaware on April 30, 2009.
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, and has been duly approved by the written consent of the stockholders
of the Company in accordance with Section 228 of the General Corporation
Law of the State of Delaware.
C. The
text of the Certificate of Incorporation is amended and restated to read as set
forth in EXHIBIT A attached hereto.
IN
WITNESS WHEREOF, the Company has caused this Amended and Restated Certificate of
Incorporation to be signed by Steven C. Quay, a duly authorized officer of the
Company, on September 28, 2010.
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/s/
Steven C. Quay
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|
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Steven
C. Quay
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|
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Chief
Executive Officer
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EXHIBIT A
AMENDED
AND RESTATED CERTIFICATE OF INCORPORATION OF
ATOSSA
GENETICS INC.
ARTICLE
I
The name
of the corporation is Atossa Genetics Inc. (the “Company”).
ARTICLE
II
The
address of the Company’s registered office in the State of Delaware is 2711
Centerville Road, Suite 400, in the City of Wilmington, County of New Castle.
The name of the registered agent at such address is Corporation Service
Company.
ARTICLE
III
The
purpose of the Company is to engage in any lawful act or activity for which
corporations may be organized under the Delaware General Corporation Law, as the
same exists or as may hereafter be amended from time to time.
ARTICLE
IV
A. Upon
the filing and effectiveness of this Amended and Restated Certificate of
Incorporation of the Company pursuant to the General Corporation Law of the
State of Delaware (the “Effective Time”), one
share of Common Stock, par value $0.001 per share (the “New Common Stock”),
will be issued in exchange for each 2.26332 shares of Common Stock, par value
$0.001 per share, of the Company (the “Old Common Stock”),
outstanding and held by each record holder of Old Common Stock immediately prior
to the Effective Time. Any fractional share that would otherwise be
issued as a result of the exchange will be rounded up to the nearest whole share
of Common Stock. Each stock certificate that, immediately prior to
the Effective Time, represented shares of the Old Common Stock will, from and
after the Effective time, automatically and without the necessity of presenting
the same for exchange, represent the number of shares of the New Common Stock as
equals the number obtained by dividing the number of shares of Old Common Stock
represented by such certificate immediately prior to the Effective Time by
2.26332, with any remaining fractional share interest rounded up to the nearest
whole share of New Common Stock. The New Common Stock issued in this
exchange shall have the same rights, preferences and privileges as the Common
Stock (as defined below).
B. This
Company is authorized to issue a total of 85,000,000 shares of stock, consisting
of 75,000,000 shares of Common Stock, par value of $0.001 per share (the “Common Stock”), and
10,000,000 shares of preferred stock, par value of $0.001 (the “Preferred
Stock”).
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ARTICLE
V
In
furtherance and not in limitation of the powers conferred by statute, the board
of directors of the Company is expressly authorized to make, alter, amend or
repeal the bylaws of the Company.
ARTICLE
VI
Elections
of directors need not be by written ballot unless otherwise provided in the
bylaws of the Company.
ARTICLE
VII
To the
fullest extent permitted by the Delaware General Corporation Law, as the same
exists or as may hereafter be amended from time to time, a director of the
Company shall not be personally liable to the Company or its stockholders for
monetary damages for breach of fiduciary duty as a director. If the
Delaware General Corporation Law is amended to authorize corporate action
further eliminating or limiting the personal liability of directors, then the
liability of a director of the Company shall be eliminated or limited to the
fullest extent permitted by the Delaware General Corporation Law, as so
amended.
The
Company shall indemnify, to the fullest extent permitted by applicable law, any
director or officer of the Company 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 Company or is or was serving at the request of the Company 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. The Company shall be required
to indemnify a person in connection with a Proceeding initiated by such person
only if the Proceeding was authorized by the Board.
The
Company shall have the power to indemnify, to the extent permitted by the
Delaware General Corporation Law, as it presently exists or may hereafter be
amended from time to time, any employee or agent of the Company 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
Company or is or was serving at the request of the Company 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, nor the adoption of any provision of
this Certificate of Incorporation inconsistent with this Article, shall
eliminate or reduce the effect of this Article in respect of any matter
occurring, or any cause of action, suit or claim accruing or arising or that,
but for this Article, would accrue or arise, prior to such amendment, repeal or
adoption of an inconsistent provision.
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ARTICLE
VIII
Except as
provided in ARTICLE VII above, the Company 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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