Attached files
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| 8-K - WINDTREE THERAPEUTICS INC /DE/ | v206588_8k.htm |
| EX-99.1 - WINDTREE THERAPEUTICS INC /DE/ | v206588_ex99-1.htm |
Exhibit
3.1
CERTIFICATE
OF AMENDMENT TO
THE
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
DISCOVERY
LABORATORIES, INC.
(Pursuant
to Section 242 of the General Corporation Law of the State of
Delaware)
Discovery
Laboratories, Inc. a 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 HEREBY
CERTIFY:
1.
That the name of this corporation is Discovery Laboratories, Inc. (the
“Corporation”), and that the Corporation was originally incorporated pursuant to
the General Corporation Law on November 6, 1992 under the name Ansan,
Inc.
2. That
at a meeting of the Board of Directors of the Corporation, resolutions were duly
adopted setting forth proposed amendments to the Amended and Restated
Certificate of Incorporation of the Corporation, declaring said amendments to be
advisable and calling a meeting of the stockholders of the Corporation for
consideration thereof.
3. That
such amendments were duly adopted in accordance with the provisions of Section
242 of the General Corporation Law by the Board of Directors and stockholders of
the Corporation, and that such amendments are set forth in this Certificate of
Amendment.
4. That
upon the effectiveness of this Certificate of Amendment as set forth in
paragraph 5 below, Article FOURTH of the Amended and Restated Certificate of
Incorporation is amended and restated to read as follows:
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The
total number of shares of all classes of stock which the Corporation shall
have the authority to issue is 55,000,000 consisting of 50,000,000 shares
of common stock, par value $0.001 per share (the “Common Stock”), and
5,000,000 shares of preferred stock, par value $0.001 per share (the
“Preferred Stock”).
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On
December 28, 2010, at 12:01 a.m. Eastern Time (the “Effective Time”), each
fifteen (15) shares of the Common Stock, par value $0.001 per share (the “Common
Stock”), issued and outstanding immediately prior to the Effective Time shall
automatically be combined into one (1) validly issued, fully paid and
non-assessable share of Common Stock without any further action by the
Corporation or the holder thereof, subject to the treatment of fractional share
interests as described below (the “Reverse Stock Split”). No
fractional shares will be issued as a result of the Reverse Stock
Split. Instead, stockholders who otherwise would be entitled to
receive a fractional share of Common Stock as a consequence of the Reverse Stock
Split will be entitled to receive cash in an amount equal to the product
obtained by multiplying (i) the closing sale price of our Common Stock on
the business day immediately preceding the effective date of the Reverse Stock
Split as reported on the The Nasdaq Capital Market® by (ii) the
number of shares of our Common Stock held by the stockholder that would
otherwise have been exchanged for the fractional share interest. Each
certificate that immediately prior to the Effective Time represented shares of
Common Stock ("Old Certificates"), shall thereafter represent that number of
shares of Common Stock into which the shares of Common Stock represented by the
Old Certificate shall have been combined, subject to the elimination of
fractional share interests as described above.
5. This
Certificate of Amendment shall become effective on December 28, 2010 at 12:01
a.m. Eastern Time.
6. Except
as set forth in this Certificate of Amendment, the Amended and Restated
Certificate of Incorporation, as previously amended, remains in full force and
effect.
IN
WITNESS WHEREOF, this Certificate of Amendment has been executed by a duly
authorized officer of the Corporation on this 27th day of
December 2010.
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By:
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/s/ W. Thomas Amick
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Name: W.
Thomas Amick
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Title: Chairman
of the Board and
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Chief
Executive Officer
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