Attached files
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8-K - Cellectar Biosciences, Inc. | v199363_8-k.htm |
CERTIFICATE OF
AMENDMENT
TO
THE
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
NOVELOS THERAPEUTICS,
INC.
NOVELOS
THERAPEUTICS, INC. (the “Corporation”), a corporation
organized and existing under of the General Corporation Law of the State of
Delaware, does hereby certify:
FIRST: That the board of
directors of the Corporation (the “Board of Directors”), at a duly convened
meeting of the Board of Directors, duly adopted a resolution declaring advisable
the amendment of the Amended and Restated Certificate of Incorporation of the
Corporation, and submitted the same to the stockholders of the Corporation for
approval. The resolution setting forth the proposed amendments is as
follows:
RESOLVED, that the first
paragraph of Article FOURTH be amended and restated in its entirety as
follows:
“Fourth. The aggregate number
of shares of stock that the Corporation shall have authority to issue is seven
hundred fifty million and seven thousand (750,007,000), of which seven hundred
fifty million (750,000,000) shares shall be designated “Common Stock” and seven
thousand (7,000) shares shall be designated “Preferred Stock.” Shares
of Common Stock and Preferred Stock shall have a par value of $.00001 per
share.”
The
remainder of Article FOURTH shall remain unchanged.
SECOND: That the stockholders
of the Corporation have duly approved the aforesaid amendment in accordance with
the provisions of Sections 211 and 242 of the General Corporation Law of
the State of Delaware.
[Remainder
of page intentionally left blank]
IN
WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to the
Amended and Restated Certificate of Incorporation to be signed by Harry S.
Palmin, its Chief Executive Officer and President, thereto duly authorized, this
18th
day of October, 2010.
NOVELOS
THERAPEUTICS, INC.
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By:
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/s/
Harry S. Palmin
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Harry
S. Palmin
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Chief
Executive Officer and President
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