Attached files

file filename
EX-23.1 - EX-23.1 - Harmony Biosciences Holdings, Inc.d755703dex231.htm
EX-21.1 - EX-21.1 - Harmony Biosciences Holdings, Inc.d755703dex211.htm
EX-10.15 - EX-10.15 - Harmony Biosciences Holdings, Inc.d755703dex1015.htm
EX-10.14 - EX-10.14 - Harmony Biosciences Holdings, Inc.d755703dex1014.htm
EX-10.13 - EX-10.13 - Harmony Biosciences Holdings, Inc.d755703dex1013.htm
EX-10.12 - EX-10.12 - Harmony Biosciences Holdings, Inc.d755703dex1012.htm
EX-10.11 - EX-10.11 - Harmony Biosciences Holdings, Inc.d755703dex1011.htm
EX-10.10 - EX-10.10 - Harmony Biosciences Holdings, Inc.d755703dex1010.htm
EX-10.2 - EX-10.2 - Harmony Biosciences Holdings, Inc.d755703dex102.htm
EX-10.1 - EX-10.1 - Harmony Biosciences Holdings, Inc.d755703dex101.htm
EX-3.2 - EX-3.2 - Harmony Biosciences Holdings, Inc.d755703dex32.htm
EX-3.1 - EX-3.1 - Harmony Biosciences Holdings, Inc.d755703dex31.htm
S-1 - S-1 - Harmony Biosciences Holdings, Inc.d755703ds1.htm

Exhibit 3.3

CERTIFICATE OF AMENDMENT

TO

THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

HARMONY BIOSCIENCES II, INC.

(Originally Incorporated on September 19, 2017)

The undersigned, being the Chief Executive Officer of Harmony Biosciences II, Inc., a corporation (the “Corporation”) organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”), does certify as follows:

FIRST: That the Board of Directors of the Corporation, pursuant to unanimous written consent and in accordance with Sections 141(f) and 242 of the General Corporation Law of the State of Delaware, adopted a resolution setting forth an amendment to the Third Amended and Restated Certificate of Incorporation of the Corporation set forth below (the “Amendment”).

SECOND: That in accordance with Sections 228 and 242 of the General Corporation Law of the State of Delaware, the Amendment was duly adopted and approved pursuant to a written consent signed by the holders of a majority of the issued and outstanding shares of Series A Preferred Stock of the Corporation, Series B Preferred Stock of the Corporation and Series C Preferred Stock of the Corporation, voting as a class.

THIRD: Immediately upon the effectiveness of the Amendment and without further action by the Corporation or any holders thereof, Article First of the Third Amended and Restated Certificate of Incorporation of the Corporation shall be amended and restated in its entirety to read as follows:

The name of this corporation is Harmony Biosciences Holdings, Inc. (the “Corporation”).

[Signature page follows]

 

1


IN WITNESS WHEREOF, the undersigned, being the President and Chief Executive Officer of the Corporation hereinabove named, for the purpose of amending the Third Amended and Restated Certificate of Incorporation of the Corporation pursuant to the General Corporation Law of the State of Delaware, under penalties of perjury does hereby declare and certify that this is the act and deed of the Corporation and the facts stated herein are true, and accordingly has hereunto signed this Certificate of Amendment to Third Amended and Restated Certificate of Incorporation this 31st day of January, 2020.

 

/s/ John Jacobs

John Jacobs, President and Chief Executive Officer