Attached files

file filename
EX-10.14 - SUBLEASE AGREEMENT, DATED JULY 29, 2016. - Compass Therapeutics, Inc.ea123278ex10-14_compass.htm
EX-99.4 - PRESS RELEASE DATED JUNE 23, 2020 - Compass Therapeutics, Inc.ea123278ex99-4_compass.htm
EX-99.3 - UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS AS OF AND FOR THE FISCAL YEAR - Compass Therapeutics, Inc.ea123278ex99-3_compass.htm
EX-99.2 - UNAUDITED FINANCIAL STATEMENTS OF COMPASS THERAPEUTICS, LLC AS OF AND FOR THE QU - Compass Therapeutics, Inc.ea123278ex99-2_compass.htm
EX-99.1 - AUDITED FINANCIAL STATEMENTS OF COMPASS THERAPEUTICS, LLC AS OF AND FOR THE FISC - Compass Therapeutics, Inc.ea123278ex99-1_compass.htm
EX-21.1 - SUBSIDIARIES OF THE REGISTRANT - Compass Therapeutics, Inc.ea123278ex21-1_compass.htm
EX-16.1 - LETTER FROM RAICH ENDE MALTER & CO. LLP - Compass Therapeutics, Inc.ea123278ex16-1_compass.htm
EX-10.15 - SUBLEASE MODIFICATION AGREEMENT, DATED JANUARY 17, 2018. - Compass Therapeutics, Inc.ea123278ex10-15_compass.htm
EX-10.13 - THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT, DATED OCTOBER 29, 2019. - Compass Therapeutics, Inc.ea123278ex10-13_compass.htm
EX-10.12 - SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT, DATED MARCH 8, 2019. - Compass Therapeutics, Inc.ea123278ex10-12_compass.htm
EX-10.11 - FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT, DATED SEPTEMBER 26, 2018. - Compass Therapeutics, Inc.ea123278ex10-11_compass.htm
EX-10.10 - LOAN AND SECURITY AGREEMENT, DATED MARCH 30, 2018. - Compass Therapeutics, Inc.ea123278ex10-10_compass.htm
EX-10.9 - AMENDED AND RESTATED COLLABORATION AGREEMENT, DATED FEBRUARY 11, 2015. - Compass Therapeutics, Inc.ea123278ex10-9_compass.htm
EX-10.8 - SUBSCRIPTION AGREEMENT, DATED JUNE 19, 2020. - Compass Therapeutics, Inc.ea123278ex10-8_compass.htm
EX-10.7 - REGISTRATION RIGHTS AGREEMENT, DATED JUNE 19, 2020. - Compass Therapeutics, Inc.ea123278ex10-7_compass.htm
EX-10.6 - FORM OF PRE-MERGER INDEMNIFICATION AGREEMENT (DIRECTORS AND EXECUTIVE OFFICERS) - Compass Therapeutics, Inc.ea123278ex10-6_compass.htm
EX-10.5 - FORM OF INDEMNIFICATION AGREEMENT (EXECUTIVE OFFICERS) - Compass Therapeutics, Inc.ea123278ex10-5_compass.htm
EX-10.4 - FORM OF INDEMNIFICATION AGREEMENT (DIRECTORS) - Compass Therapeutics, Inc.ea123278ex10-4_compass.htm
EX-10.3 - OFFER LETTER, DATED NOVEMBER 8, 2017, BETWEEN VERED BISKER-LEIB AND COMPASS THER - Compass Therapeutics, Inc.ea123278ex10-3_compass.htm
EX-10.2 - 2020 SENIOR EXECUTIVE CASH INCENTIVE BONUS PLAN - Compass Therapeutics, Inc.ea123278ex10-2_compass.htm
EX-10.1 - 2020 STOCK OPTION AND INCENTIVE PLAN - Compass Therapeutics, Inc.ea123278ex10-1_compass.htm
EX-3.3 - AMENDED AND RESTATED BYLAWS - Compass Therapeutics, Inc.ea123278ex3-3_compass.htm
EX-3.2 - AMENDED AND RESTATED CERTIFICATE OF INCORPORATION - Compass Therapeutics, Inc.ea123278ex3-2_compass.htm
EX-2.1 - AGREEMENT AND PLAN OF MERGER, DATED JUNE 17, 2020. - Compass Therapeutics, Inc.ea123278ex2-1_compass.htm
8-K - CURRENT REPORT - Compass Therapeutics, Inc.ea123278-8k_compasstherap.htm

Exhibit 3.1

 

STATE OF DELAWARE

 

CERTIFICATE OF MERGER

 

OF DOMESTIC LIMITED LIABILITY COMPANIES

 

Pursuant to Section 18-209 of the Delaware Limited Liability Company Act, the undersigned limited liability company executed the following Certificate of Merger:

 

1. The names of each of the constituent companies that are to merge are Compass Acquisition LLC, a Delaware limited liability company, and Compass Therapeutics LLC, a Delaware limited liability company (the “Company”).

 

2. An Agreement and Plan of Merger and Reorganization (“Agreement of Merger”) has been approved and executed by each of the constituent companies.

 

3. The Company will continue as the limited liability company surviving the merger (the “Surviving Company”), and the name of the Surviving Company shall be Compass Therapeutics LLC, a Delaware limited liability company.

 

4. The Certificate of Formation of the Surviving Company, as in effect immediately prior to the effective time of the merger, shall be the Certificate of Formation of the Surviving Company.

 

5. The merger is to become effective upon filing of this Certificate of Merger with the Secretary of State of the State of Delaware.

 

6. The Agreement of Merger is on file at 245 First Street, 3rd Floor, Cambridge, Massachusetts 02142, the place of business of the surviving company.

 

7. A copy of the Agreement of Merger will be furnished by the surviving company on request, without cost, to any member of the constituent companies.

 

[signature page follows]

 

 

 

IN WITNESS WHEREOF, the surviving company has caused this certificate to be signed by an authorized manager, the 17th of June, 2020.

 

  COMPASS THERAPEUTICS LLC
       
  By: /s/ Thomas Schuetz
    Name:   Thomas Schuetz
    Title: Chief Executive Officer