Attached files
Exhibit 3.2
CERTIFICATE OF CORRECTION
OF
CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF
THE
0% SERIES N CONVERTIBLE PREFERRED STOCK
OF
MABVAX THERAPEUTICS HOLDINGS, INC.
A Delaware Corporation
MabVax
Therapeutics Holdings, Inc., a corporation organized and existing
under the General Corporation Law of the State of Delaware (the
“Company”), in accordance with the provisions of
Section 103 thereof, DOES HEREBY CERTIFY:
1.
The name of the Company is MabVax Therapeutics Holdings,
Inc.
2.
A Certificate of Designation for 0% Series N Convertible Preferred
Stock of the Corporation (the “Certificate of
Designation”) was filed with the Secretary of State for the
State of Delaware on April 30, 2018, and the Certificate of
Designation requires correction as permitted by subsection (f) of
Section 103 of the General Corporation Law of the State of
Delaware.
3.
The inaccuracy or defect of the Certificate of Designation is that
the said Certificate of Designation inadvertently stated a number
of shares in Section 4(f) “19.99% Conversion
Blocker.”
4.
The Certificate of Designation is corrected by replacing Section
4(f) Paragraph (f) in its entirety with the following:
(f) 19.99% Conversion Blocker.
Notwithstanding anything to the contrary set forth herein, the
Company shall not be obligated to issue any shares of Common Stock
upon conversion of the Series N Preferred Shares, and the Holder of
any Series N Preferred Shares shall not have the right to receive
upon conversion of any shares of the Series N Preferred Shares if
the issuance of such shares of Common Stock would exceed the
aggregate number of shares of Common Stock which the Company may
issue upon conversion of the Series N Preferred Shares without
breaching the Company's obligations under the rules or regulations
of the Nasdaq Capital Market, which aggregate number equals 19.99%
of the number of shares outstanding on February 2, 2018 (the
“Exchange Cap”),
except that such limitation shall not apply in the event that the
Company obtains the approval of its stockholders as required by the
applicable rules of the Nasdaq Capital Market for issuances of
Common Stock in excess of such amount. Until such approval is
obtained, no Holder shall be issued in the aggregate, upon
conversion of the Series N Preferred Shares into shares of Common
Stock in an amount greater than the product of the Exchange Cap
multiplied by a fraction, the numerator of which is the total
amount of shares of Common Stock issuable to the Holder upon
conversion of the Series N Preferred Shares and the denominator of
which is the total amount of shares of Common Stock issuable to all
Holders upon conversion of the Series N Preferred Shares (with
respect to each Holder, the "Exchange Cap Allocation"). In the event
that any Holder shall sell or otherwise transfer any of such
Holder's Series N Preferred Shares, the transferee shall be
allocated a pro rata portion of such Holder's Exchange Cap
Allocation, and the restrictions of the prior sentence shall apply
to such transferee with respect to the portion of the Exchange Cap
Allocation allocated to such transferee. In the event that any
Holder of Series N Preferred Shares shall convert all of such
Holder's Series N Preferred Shares into a number of shares of
Common Stock which, in the aggregate, is less than such Holder's
Exchange Cap Allocation, then the difference between such Holder's
Exchange Cap Allocation and the number of shares of Common Stock
actually issued to such Holder shall be allocated to the respective
Exchange Cap Allocations of the remaining Holders of shares of the
Series N Preferred Shares on a pro rata basis in proportion to the
aggregate Conversion Price of shares of the Series N Preferred
Shares then held by each such Holder.
* * * * *
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IN WITNESS WHEREOF, the Company has caused this Certificate of
Correction to be executed as of the 2nd day of May,
2018.
By:
/s/ J. David
Hansen
Name: J.
David Hansen
Title:
President and Chief Executive Officer
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