Attached files
file | filename |
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EXCEL - IDEA: XBRL DOCUMENT - Oncotelic Therapeutics, Inc. | Financial_Report.xls |
S-1 - FORM S-1 - Oncotelic Therapeutics, Inc. | b89485sv1.htm |
EX-23.1 - EX-23.1 - Oncotelic Therapeutics, Inc. | b89485exv23w1.htm |
EX-5.1 - EX-5.1 - Oncotelic Therapeutics, Inc. | b89485exv5w1.htm |
Exhibit 3.1
PAGE 1
Delaware
The First State
I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE
ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS FILED FROM AND INCLUDING THE RESTATED
CERTIFICATE OR A MERGER WITH A RESTATED CERTIFICATE ATTACHED OF OXiGENE, INC. AS RECEIVED AND
FILED IN THIS OFFICE.
THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:
RESTATED CERTIFICATE, FILED THE TWENTY-SEVENTH DAY OF APRIL, A.D. 1993, AT 9 OCLOCK A.M.
CERTIFICATE OF AMENDMENT, FILED THE TWENTY-SECOND DAY OF JUNE, A.D. 1995, AT 1:30 OCLOCK P.M.
CERTIFICATE OF AMENDMENT, FILED THE FIFTEENTH DAY OF NOVEMBER, A. D. 1996, AT 9 OCLOCK A.M.
CERTIFICATE OF CHANGE OF REGISTERED AGENT, FILED THE NINETEENTH DAY OF JANUARY, A.D. 1999, AT 9 OCLOCK A.M.
CERTIFICATE OF AMENDMENT, FILED THE FOURTEENTH DAY OF JULY, A.D. 2005, AT 10:07 OCLOCK A.M.
CERTIFICATE OF AMENDMENT, FILED THE SECOND DAY OF JUNE, A.D. 2009, AT 1:32 OCLOCK P.M.
CERTIFICATE OF OWNERSHIP, FILED THE EIGHTH DAY OF DECEMBER, A.D. 2009, AT 5:51 OCLOCK P.M.
/s/ Jeffrey W. Bullock | ||||
Jeffrey W. Bullock, Secretary of State | ||||
AUTHENTICATION: 9150546 DATE: 11-10-11 |
PAGE 2
Delaware
The First State
CERTIFICATE OF AMENDMENT, FILED THE EIGHTH DAY OF FEBRUARY, A.D. 2010, AT 4:20 OCLOCK
P.M.
CERTIFICATE OF AMENDMENT, FILED THE FIFTH DAY OF AUGUST, A.D. 2010, AT 4:52 OCLOCK P.M.
CERTIFICATE OF AMENDMENT, FILED THE TWENTY-SECOND DAY OF FEBRUARY, A.D. 2011, AT 10:02 OCLOCK
A.M.
CERTIFICATE OF CORRECTION, FILED THE TWENTY-THIRD DAY OF FEBRUARY, A.D. 2011, AT 12:37 OCLOCK
P.M.
CERTIFICATE OF CORRECTION, FILED THE TWENTY-THIRD DAY OF FEBRUARY, A.D. 2011, AT 12:38 OCLOCK
P.M.
/s/ Jeffrey W. Bullock | ||||
Jeffrey W. Bullock, Secretary of State | ||||
AUTHENTICATION: 9150546 DATE: 11-10-11 |
RESTATED CERTIFICATE OF INCORPORATION
OF
OXiGENE, INC.
OXiGENE, INC., a corporation organized and existing under the General Corporation Law of the
State of Delaware, hereby certifies as follows:
1. The name under which the Corporation was originally incorporated is OXiGENE, INC., and the
date of filing of the original Certificate of Incorporation of the Corporation with the Secretary
of State of the State of Delaware is July 9, 1992.
2. This Restated Certificate or Incorporation has been duly adopted by the Stockholders or the
Corporation in accordance with Section 245 and Section 242 of the General Corporation Law of the
State of Delaware. Prompt written notice of the adoption of this Restated Certificate of
Incorporation has been given to those stockholders who have not consented in writing thereto, as
provided in Section 228 of the General Corporation Law of the State of Delaware.
3. The Certificate of Incorporation of the Corporation is hereby amended and restated so as to
read in its entirety as follows:
FIRST: The name of the corporation is OXiGENE, INC. (hereinafter called the Corporation).
SECOND: The registered office of the Corporation is to be located at 32 Loockerman Square,
Suite L-100, in the City of Dover, in the County of Kent, in the State of Delaware. The name of its
registered agent at that address is The Prentice-Hall Corporation System, Inc.
THIRD: The purpose of the Corporation is to engage in any lawful act or activity, without
limitation, for which a corporation may be organized under the General Corporation Law of the State
of Delaware.
FOURTH: The aggregate number of shares of all classes of stock which the Corporation is
authorized to issue is Ten Million (10,000,000) shares, designated Common Stock, of the par value
of One Cent ($0.01) per share.
FIFTH: The election of directors need not ne by written ballot unless the By-laws so
provide.
SIXTH: The Board of Directors of the Corporation is authorized and empowered from time to
time in its discretion to make, alter, amend or repeal the By-laws of the Corporation, except as
such power may be restricted or limited by the General Corporation Law of the State of Delaware.
SEVENTH: Whenever a compromise or arrangement is proposed between this Corporation and its
creditors or any class of them and/or between this Corporation and its stockholders or any class or
them, any court of equitable jurisdiction within the
-2-
State of Delaware may, on the application in a summary way of this Corporation or of any
creditor or stockholder thereof or on the application of any receiver or receivers appointed for
this Corporation under the provisions of Section 291 of Title 9 of the General Corporation Law of
the State of Delaware or on the application of trustees in dissolution or of any receiver or
receivers appointed for this Corporation under the provisions of Section 279 of Title 8 of the
General Corporation Law of the State of Delaware, order a meeting of the creditors or class of
creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may
be, to be summoned in such manner as the said court directs. If a majority in number representing
three-fourths in value of the creditors class of creditors, and/or of the stockholders or class of
stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this Corporation as a consequence of such compromise or arrangement, the said
compromise or arrangement and the said reorganization shall, if sanctioned by the court to which
the said application has been made, be binding on all the creditors or class of creditors, and/or
on all the stockholders or class of stockholders, of this Corporation, as the case may be, and also
on this Corporation.
EIGHTH: The Corporation reserves the right to amend, alter, change or repeal any provision
contained in this Restated Certificate of Incorporation in the manner now or hereafter pre-scribed
by law, and all rights and powers conferred herein on
-3-
Stockholders, directors and officers are subject to this reserved power.
NINTH: To the fullest extent permitted by the General Corporation Law of the State of
Delaware, no director of the Corporation shall be personally liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director, except for liability
(i) for any breach of the directors duty of loyalty to the Corporation or its stockholders, (ii)
for acts or omissions not in good faith or that involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the General Corporation Law of the State of Delaware,
or (iv) for any transaction from which the director derived an improper personal benefit. Any
repeal or modification of this Article Ninth by the stockholders of the Corporation shall not
adversely affect any right or protection of a director of the Corporation existing at the time of
such repeal or modification with respect to acts or omissions occurring prior to such repeal or
modification.
IN WITNESS WHEREOF, the Corporation has caused this Restated Certificate of Incorporation to
be signed and attested to by its undersigned officers this 26th day of April, 1993.
/s/ Yuval Binur | ||||
Yuval Binur, | ||||
Executive Vice President-Financial | ||||
Attest:
/s/ Lisa Powell | ||||
Lisa Powell, Assistant Secretary | ||||
-4-
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
OXiGENE, INC.
Adopted in accordance with the provisions
of Section 242 of the General Corporation
Law of the State of Delaware
I, Richard A. Brown, Chairman of the Board of OXiGENE, INC., a corporation existing under the
laws of the State of Delaware, do hereby certify as follows:
FIRST: The name of the corporation is OXiGENE, INC, (hereinafter called the Corporation).
SECOND: The Certificate of Incorporation of the Corporation has been amended as follows:
By striking out the whole of Article FOURTH thereof as it now exists and inserting in lieu and
instead thereof a new Article FOURTH to the Certificate of Incorporation:
FOURTH: The aggregate number of shares of all classes of stock which the Corporation is authorized to issue is Fifteen Million (15,000,000) shares, designated Common Stock, of the par value of One Cent ($0.01) per share. |
THIRD: This amendment has been duly adopted in accordance with the provisions of the General
Corporation Law of the State of Delaware by the affirmative vote of a majority of the stock-holders
entitled to vote in accordance with the provisions of
Sections 228 and 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, I have signed this certificate this 21st day of June, 1995.
OXiGENE, INC. |
||||
By: | /s/ Richard A. Brown | |||
Richard A. Brown | ||||
Chairman of the Board |
-2-
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
OXiGENE, INC.
Adopted in accordance with the provisions
of Section 242 of the General Corporation
Law of the State of Delaware
I, M. Andica Kunst, Vice President of OXiGENE, INC., a corporation existing under the laws of
the State of Delaware, do hereby certify as follows:
FIRST: The name of the corporation is OXiGENE, INC. (hereinafter called the Corporation).
SECOND: The Restated Certificate of Incorporation of the Corporation is hereby being amended
as follows:
By striking out the whole of Article FOURTH thereof as it now exists and inserting in lieu and
instead thereof a new Article FOURTH to the Certificate of Incorporation:
FOURTH: The aggregate number of shares of all classes of stock which the Corporation is authorized to issue is Sixty Million (60,000,000) shares, designated Common Stock, of the par value of One Cent ($0.01) per share. |
THIRD: This amendment has been duly adopted in accordance with the provisions of the General
Corporation Law of the State of Delaware by the affirmative vote of a majority of the stockholders
entitled to vote in accordance with the provisions of Sections 228 and 242 of the General
Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, I have signed this certificate this 14th day of November, 1996.
OXiGENE, INC. |
||||
By: | /s/ M. Andica Kunst | |||
M. Andica Kunst | ||||
Vice President |
-2-
CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE
AND OF REGISTERED AGENT
AND OF REGISTERED AGENT
It is hereby certified that:
1. The name of the corporation (hereinafter called the Corporation) is OXIGENE, INC.
2. The registered office of the Corporation within the State of Delaware is hereby changed to
9 East Loockerman Street, City of Dover 19901, County of Kent.
3. The registered agent of the Corporation within the State of Delaware is hereby changed to
National Registered Agents, Inc., the business office of which is identical with the registered
office of the corporation as hereby changed.
4. The Corporation has authorized the changes hereinbefore set forth by resolution of its
Board of Directors.
Signed on January 13, 1999.
Bo Hagland | ||||
Bo Hagland, Secretary | ||||
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
OXiGENE, INC.
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
OXiGENE, INC.
It is hereby certified that:
FIRST:
The name of the corporation is OXiGENE, Inc. (the Corporation).
SECOND: | The Restated Certificate of Incorporation of the Corporation, as amended to date, is hereby further amended by striking out Article Fourth in its entirety and by substituting in lieu of the following: |
FOURTH: The aggregate number of shares of all classes of stock which the Corporation is authorized to issue is One Hundred Million (100,000,000) shares, designated Common Stock, of the par value of One Cent ($0.01) per share. |
THIRD: | The amendment of the Restated Certificate of Incorporation herein certified has been duly adopted in accordance with the provisions of Section 228 and Section 242 of the General Corporation Law of the State of Delaware. |
EXECUTED, effective as of this 14th day of July 2005.
OXiGENE, Inc. |
||||
By: | /s/ James B. Murphy | |||
James B. Murphy | ||||
Chief Financial Officer | ||||
CERTIFICATE OF AMENDMENT OF
RESTATED CERTIFICATE OF INCORPORATION OF
OXiGENE, INC.
RESTATED CERTIFICATE OF INCORPORATION OF
OXiGENE, INC.
It is hereby certified that:
FIRST: The name of the corporation is OXiGENE, Inc. (the Corporation).
SECOND: The Restated Certificate of Incorporation of the Corporation, as amended to date,
is hereby further amended by striking out Article Fourth in its entirety and by substituting in
lieu thereof the following:
FOURTH:
A. Designation and Number of Shares.
The aggregate number of shares of all classes of stock which the Corporation is authorized to
issue is One Hundred Sixty-Five Million (165,000,000) shares, of which One Hundred Fifty Million
(150,000,000) shares are designated common stock, of the par value of One Cent ($0.01) per share
(the Common Stock), and Fifteen Million (15,000,000) shares are designated preferred stock, of
the par value of One Cent ($0.01) per share (the Preferred Stock).
B. Preferred Stock.
1. Shares of Preferred Stock may be issued in one or more series at such time or times and for
such consideration as the Board of Directors may determine.
2. Authority is hereby expressly granted to the Board of Directors to fix from time to time,
by resolution or resolutions providing for the establishment and/or issuance of any series of
Preferred Stock, the designation and number of the shares of such series and the powers,
preferences and rights of such series, and the qualifications, limitations or restrictions thereof,
to the fullest extent such authority may be conferred upon the Board of Directors under the
Delaware General Corporation Law.
The number of authorized shares of Common Stock or Preferred Stock may be increased or
decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of
the holders of a majority of the voting power of all of the then-outstanding shares of capital
stock of the Corporation entitled to vote thereon, without a vote of the holders of the Preferred
Stock, or of any series thereof, unless a vote of any such holders is required pursuant to the
terms of any Preferred Stock designation.
C. Common Stock
The holders of the Common Stock are entitled to one vote for each share held; provided,
however, that, except as otherwise required by law, holders of Common Stock shall not be
entitled to vote on any amendment to this Restated Certificate of Incorporation (including any
certificate of designation relating to Preferred Stock) that relates solely to the terms of one or
more outstanding series of Preferred Stock if the holders of such affected series are entitled,
either separately or together as a class with the holders of one or more other such series, to vote
thereon by law or pursuant to this Restated Certificate of Incorporation (including any certificate
of designation relating to Preferred Stock).
THIRD: The amendment of the Restated Certificate of Incorporation herein certified has been
duly adopted in accordance with the provisions of Section 228 and Section 242 of the General
Corporation Law of the State of Delaware.
EXECUTED, effective as of this 2nd day of June 2009.
OXiGENE, Inc. |
||||
By: | /s/ James B. Murphy | |||
James B. Murphy | ||||
Vice President and Chief Financial Officer | ||||
STATE OF DELAWARE
CERTIFICATE OF OWNERSHIP
CERTIFICATE OF OWNERSHIP
SUBSIDIARY INTO PARENT
Section 253
Section 253
CERTIFICATE OF OWNERSHIP
MERGING
Symphony ViDA, Inc.
MERGING
Symphony ViDA, Inc.
INTO
OXiGENE, Inc.
(Pursuant to Section 253 of the General Corporation Law of Delaware)
OXiGENE,Inc,
a corporation incorporated on the 9th day of July, 1992,
pursuant to the provisions of the General Corporation Law of the State of Delaware;
DOES HEREBY CERTIFY that this corporation owns 90% of the capital stock of
Symphony ViDA, Inc., a corporation incorporated on the 31st day
of July, 2008 A.D., pursuant to the provisions of the General Corporation Law
of the State of Delaware, and that this corporation, by a resolution of its Board of
Directors duly adopted at a meeting held on the 8th day of December,
2009 A.D., determined to and did merge into itself said Symphony ViDA, Inc.,
which resolution is in the following words to wit:
WHEREAS, this corporation lawfully owns 90% of the outstanding stock of Symphony ViDA,
Inc., a corporation organized and existing under the laws of the State of Delaware, and
WHEREAS, this corporation desires to merge into itself the said Symphony ViDA,
Inc., and to be possessed of all the estate, property, rights, privileges and
franchises of said corporation,
NOW, THEREFORE, BE IT RESOLVED, that this corporation merge into itself said
Symphony ViDA, Inc. and assumes all of its liabilities and obligations, and
FURTHER RESOLVED, that an authorized officer of this corporation be and he/she is
hereby directed to make and execute a certificate of ownership setting forth a copy of the
resolution to merge said Symphony ViDA, Inc. and assume its liabilities and
obligations, and the date of adoption thereof, and to file the same in the office of the
Secretary of State of Delaware, and a certified copy thereof in the office of the Recorder
of Deeds of Kent County; and
FURTHER RESOLVED, that the officers of this corporation be and they hereby are
authorized and directed to do all acts and things whatsoever, whether within or without the
State of Delaware; which may be in any way necessary or proper to effect said merger.
IN WITNESS WHEREOF, said parent corporation has caused its corporate seal to be
affixed and this certificate to be signed by an authorized officer this 8th day of
December, 2009 A.D.
By: | /s/ James B. Murphy | |||
Authorized Officer | ||||
Name: | James B. Murphy | |||
Print or Type |
||||
Title: | Vice President and Chief Financial Officer | |||
(Insert if applicable)
FURTHER RESOLVED that __________________________relinquishes its corporate name and assumes in
place thereof the name _________________________.
CERTIFICATE OF AMENDMENT OF
RESTATED CERTIFICATE OF INCORPORATION OF
OXIGENE, INC.
RESTATED CERTIFICATE OF INCORPORATION OF
OXIGENE, INC.
It is hereby certified that:
FIRST:
The name of the corporation is OXiGENE, Inc. (the Corporation). |
||
SECOND:
|
The Restated Certificate of Incorporation of the Corporation, as amended to date, is hereby further amended by striking out the first paragraph of Article Fourth in its entirety and by substituting in lieu of the following: |
FOURTH: The aggregate number of shares of all classes of stock which
the Corporation is authorized to issue is One Hundred Ninety Million
(190,000,000) shares, of which One Hundred Seventy-Five Million
(175,000,000) shares are designated Common Stock, of the par value of
One Cent ($0.01) per share, and Fifteen Million (15,000,000) shares
are designated Preferred Stock, of the par value of One Cent ($0.01)
per share
THIRD:
|
The amendment of the Restated Certificate of Incorporation herein certified has been duly adopted in accordance with the provisions of Section 228 and Section 242 of the General Corporation Law of the State of Delaware. |
EXECUTED, effective as of this 8th day of February 2010.
OXiGENE, Inc. |
||||
By: | /s/ James B. Murphy | |||
James B. Murphy | ||||
Vice President and Chief Financial Officer | ||||
STATE OF DELAWARE
WAIVER OF REQUIREMENT
FOR AFFIDAVIT OF EXTRAORDINARY CONDITION
FOR AFFIDAVIT OF EXTRAORDINARY CONDITION
It appears to the Secretary of State that an earlier effort to deliver this instrument and
tender such taxes and fees was made in good faith on the file date stamped hereto. The
Secretary of State has determined that an extraordinary condition (as reflected in the
records of the Secretary of State) existed at such date and time and that such earlier
effort was unsuccessful as a result of the existence of such extraordinary condition, and
that such actual delivery and tender were made within a reasonable period (not to exceed
two business days) after the cessation of such extraordinary condition and establishes such
date and time as the filing date of such instrument.
Jeffrey W. Bullock | ||||
Jeffrey W. Bullock | ||||
Secretary of State |
CERTIFICATE OF AMENDMENT OF
RESTATED CERTIFICATE OF INCORPORATION OF
OXiGENE, INC.
RESTATED CERTIFICATE OF INCORPORATION OF
OXiGENE, INC.
It is hereby certified that:
FIRST: The name of the corporation is OXiGENE, Inc. (the Corporation).
SECOND: The Restated Certificate of Incorporation of the Corporation, as amended to date, is
hereby further amended by striking out Article Fourth in its entirety and by substituting in
lieu of the following:
FOURTH: The aggregate number of shares of all classes of stock which the
Corporation is authorized to issue is Three Hundred Fifteen Million
(315,000,000) shares, of which Three Hundred Million (300,000,000) shares
are designated Common Stock, of the par value of One Cent ($0.01) per share,
and Fifteen Million (15,000,000) shares are designated Preferred Stock, of
the par value of One Cent ($0.01) per share.
THIRD: The amendment or the Restated Certificate of Incorporation herein certified has been
duly adopted in accordance with the provisions of Section 228 and Section 242 of the General
Corporation Law of the State of Delaware.
EXECUTED, effective as of this 5th day of August, 2010.
OXiGENE, Inc |
||||
By: | /s/ Peter J. Langecker | |||
Peter J. Langecker | ||||
Chief Executive Officer | ||||
CERTIFICATE OF AMENDMENT OF
RESTATED CERTIFICATE OF INCORPORATION OF
OXiGENE, INC.
RESTATED CERTIFICATE OF INCORPORATION OF
OXiGENE, INC.
It is hereby certified that:
FIRST:
The name of the corporation is OXIGENE, Inc. (the Corporation). |
||
SECOND:
|
The Restated Certificate of Incorporation of the Corporation, as amended to date, is hereby further amended by striking out Section A of Article Fourth in its entirety and by substituting in lieu thereof the following: |
A. Designation and Number of Shares.
The aggregate number of shares of all classes of stock which the Corporation
is authorized to issue is Three Hundred and Fifteen Million (315,000,000) shares,
of which Three Hundred Million (300,000,000) shares are designated Common Stock,
of the par value of One Cent ($0.01) per share, and Fifteen Million (15,000,000)
shares are designated Preferred Stock, of the par value of One Cent ($0.01) per
share. Upon the effectiveness of the certificate of amendment to the restated
certificate of incorporation containing this sentence, each twenty (20) shares of
the Common Stock issued and outstanding as of the date and time immediately
preceding February 22, 2011, the effective date of a reverse stock split (the
Split Effective Date), shall be automatically changed and reclassified, as of
the Split Effective Date and without further action, into one (1) fully paid and
non-assessable share of Common Stock. There shall be no fractional shares issued.
A holder of record of Common Stock on the Split Effective Date who would
otherwise be entitled to a fraction of a share shall, in lieu thereof, be
entitled to receive a cash payment in an amount equal to the fraction to which
the stockholder would otherwise be entitled multiplied by the closing price of
the Common Stock, as reported in the Wall Street Journal, on the Split Effective
Date (or if such price is not available, the average of the last bid and asked
prices of the Common Stock on such day or such other price as may be determined
by the Corporations Board of Directors).
THIRD:
|
The amendment of the Restated Certificate of Incorporation herein certified has been duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware. |
EXECUTED, this 22nd day of February 2011.
OXiGENE, Inc. |
||||
By: | /s/ James B. Murphy | |||
James B. Murphy | ||||
Vice President and Chief Financial Officer | ||||
CERTIFICATE OF CORRECTION
OF
CERTIFICATE OF AMENDMENT TO RESTATED CERTIFICATE OF INCORPORATION
OF
OXiGENE, INC.
It is hereby certified that:
1. | The name of the corporation (hereinafter called the Corporation) is OXiGENE, Inc. | ||
2. | The Certificate of Incorporation of the Corporation was filed on July 9, 1992. Thereafter a Restated Certificate of Incorporation was filed on April 27, 1993. Certificates of Amendment to the Restated Certificate of Incorporation were filed on June 22, 1995, November 15, 1996, July 14, 2005, June 2, 2009, February 8, 2010, August 5, 2010 and February 22, 2011. The Certificate of Amendment to the Restated Certificate of Incorporation, as amended, filed on February 8, 2010 is hereby corrected. | ||
3. | The inaccuracy to be corrected in said instrument is as follows: |
Article SECOND of the Certificate of Amendment erroneously referenced striking out the first
paragraph of Article FOURTH in its entirety whereas it should have stated striking out Section A of
Article FOURTH in its entirety.
4. | The corrected Article SECOND of the Certificate of Amendment filed February 8, 2010 is as follows: | |
SECOND: | The Restated Certificate of Incorporation of the Corporation, as amended to date, is hereby further amended by striking out Section A of Article Fourth in its entirety and by substituting in lieu thereof the following: |
A. Designation and Number of Shares. | |||
The aggregate number of shares of all classes of stock which the Corporation is authorized to issue is One Hundred Ninety Million (190,000,000) shares, of which One Hundred Seventy-Five Million (175,000,000) shares are designated Common Stock, of the par value of One Cent ($0.01) per share, and Fifteen Million (15,000,000) shares are designated Preferred Stock, of the par value of One Cent ($0.01) per share. |
Signed this 23rd day of February, 2011.
OXiGENE, INC. |
||||
/s/ James B. Murphy | ||||
James B. Murphy | ||||
Vice President and Chief Financial Officer | ||||
CERTIFICATE OF CORRECTION
OF
CERTIFICATE OF AMENDMENT TO RESTATED CERTIFICATE OF INCORPORATION
OF
OXiGENE, INC.
It is hereby certified that: |
1. | The name of the corporation (hereinafter called the Corporation) is OXiGENE, Inc. | ||
2. | The Certificate of Incorporation of the Corporation was filed on July 9, 1992. Thereafter a Restated Certificate of Incorporation was filed on April 27, 1993. Certificates of Amendment to the Restated Certificate of Incorporation were filed on June 22, 1995, November 15, 1996, July 14, 2005, June 2, 2009, February 8, 2010, August 5, 2010 and February 22, 2011. The Certificate of Amendment to the Restated Certificate of Incorporation, as amended, filed on August 5, 2010 is hereby corrected. | ||
3. | The inaccuracy to be corrected in said instrument is as follows: |
Article SECOND of the Certificate of Amendment erroneously referenced striking out Article
FOURTH in its entirety whereas it should have only stricken Section A of Article FOURTH.
4. | The corrected Article SECOND of the Certificate of Amendment filed August 5, 2010 is as follows: | |
SECOND: | The Restated Certificate of Incorporation of the Corporation, as amended to date, is hereby further amended by striking out Section A of Article Fourth in its entirety and by substituting in lieu thereof the following: |
A. Designation and Number of Shares. | |||
The aggregate number of shares of all classes of stock which the Corporation is authorized to issue is Three Hundred and Fifteen Million (315,000,000) shares, of which Three Hundred Million (300,000,000) shares are designated Common Stock, of the par value of One Cent ($0.01) per share, and Fifteen Million (15,000,000) shares are designated Preferred Stock, of the par value of One Cent ($0.01) per share. |
Signed this 23rd day of February, 2011.
OXiGENE, INC. |
||||
/s/ James B. Murphy | ||||
James B. Murphy | ||||
Vice President and Chief Financial Officer | ||||