Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - CAMBRIDGE HEART INC | d373783d8k.htm |
Exhibit 3.1
CERTIFICATE OF AMENDMENT
OF
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
CAMBRIDGE HEART, INC.
Pursuant to Section 242 of the general Corporation Law of the State of Delaware, Cambridge Heart, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify:
FIRST: That the Board of Directors of the Corporation, at a meeting on May 5, 2012, duly adopted resolutions proposing and declaring advisable the following amendment to the Amended and Restated Certificate of Incorporation of the Corporation:
| RESOLVED: | That the Amended and Restated Certificate of Incorporation of the Corporation be amended by deleting the first paragraph of Article FOURTH in its entirety and inserting the following in lieu thereof: | |
| “FOURTH. The total number of shares of all classes of stock which the Corporation shall have authority to issue is 502,000,000 shares, consisting of (i) 500,000,000 shares of Common Stock, $.001 par value per share (“Common Stock”), and (ii) 2,000,000 shares of Preferred Stock, $.001 par value per share (“Preferred Stock”). | ||
SECOND: That the stockholders of the Corporation, at the 2012 Annual Meeting of Stockholders held on June 25, 2012, duly approved said proposed Certificate of Amendment of Amended and Restated Certificate of Incorporation in accordance with Section 242 of the general Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by its President on this 27th day of June, 2012.
| CAMBRIDGE HEART, INC. | ||
| By: | /s/ Ali Haghighi-Mood, Ph.D. | |
| Ali Haghighi-Mood, Ph.D. President and Chief Executive Officer | ||