Attached files
| file | filename |
|---|---|
| S-1/A - S-1/A - TETRAPHASE PHARMACEUTICALS INC | d441172ds1a.htm |
| EX-1.1 - EX-1.1 - TETRAPHASE PHARMACEUTICALS INC | d441172dex11.htm |
| EX-3.5 - EX-3.5 - TETRAPHASE PHARMACEUTICALS INC | d441172dex35.htm |
| EX-3.3 - EX-3.3 - TETRAPHASE PHARMACEUTICALS INC | d441172dex33.htm |
| EX-4.1 - EX-4.1 - TETRAPHASE PHARMACEUTICALS INC | d441172dex41.htm |
| EX-5.1 - EX-5.1 - TETRAPHASE PHARMACEUTICALS INC | d441172dex51.htm |
| EX-10.8 - EX-10.8 - TETRAPHASE PHARMACEUTICALS INC | d441172dex108.htm |
| EX-10.9 - EX-10.9 - TETRAPHASE PHARMACEUTICALS INC | d441172dex109.htm |
| EX-23.1 - EX-23.1 - TETRAPHASE PHARMACEUTICALS INC | d441172dex231.htm |
| EX-10.6 - EX-10.6 - TETRAPHASE PHARMACEUTICALS INC | d441172dex106.htm |
| EX-10.26 - EX-10.26 - TETRAPHASE PHARMACEUTICALS INC | d441172dex1026.htm |
| EX-10.10 - EX-10.10 - TETRAPHASE PHARMACEUTICALS INC | d441172dex1010.htm |
| EX-10.27 - EX-10.27 - TETRAPHASE PHARMACEUTICALS INC | d441172dex1027.htm |
EXHIBIT 3.2
CERTIFICATE OF AMENDMENT
TO
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
TETRAPHASE PHARMACEUTICALS, INC.
Pursuant to Section 242 of the
General Corporation Law of the State of Delaware
Tetraphase Pharmaceuticals, Inc. (hereinafter called the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify as follows:
A resolution was duly adopted by the Board of Directors of the Corporation pursuant to Section 242 of the General Corporation Law of the State of Delaware setting forth an amendment to the Amended and Restated Certificate of Incorporation of the Corporation, as amended, and declaring said amendment to be advisable. The stockholders of the Corporation duly approved said proposed amendment by written consent in accordance with Sections 228 and 242 of the General Corporation Law of the State of Delaware. The resolutions setting forth the amendment are as follows:
| RESOLVED: | That the first sentence of Article FOURTH of the Amended and Restated Certificate of Incorporation of the Corporation, as amended, be and hereby is deleted in its entirety and the following three paragraphs are inserted in lieu thereof: | |
| “FOURTH. That, effective on the filing of this Certificate of Amendment to Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware (the “Effective Time”), a one-for-twenty-nine reverse stock split of the Corporation’s common stock, par value $0.001 per share (the “Common Stock”), shall become effective, pursuant to which each twenty-nine shares of Common Stock outstanding and held of record by each stockholder of the Corporation (including treasury shares) immediately prior to the Effective Time shall be reclassified and combined into one validly issued, fully paid and nonassessable share of Common Stock automatically and without any action by the holder thereof upon the Effective Time and shall represent one share of Common Stock from and after the Effective Time (such reclassification and combination of shares, the “Reverse Stock Split”). The par value of the Common Stock following the Reverse Stock Split shall remain at $0.001 per share. No fractional shares of Common Stock shall be issued as a result of the Reverse Stock Split and, in lieu thereof, upon surrender after the Effective Time of a certificate which formerly represented shares of Common Stock | ||
| that were issued and outstanding immediately prior to the Effective Time, any person who would otherwise be entitled to a fractional share of Common Stock as a result of the Reverse Stock Split, following the Effective Time, shall be entitled to receive a cash payment equal to the fraction of a share of Common Stock to which such holder would otherwise be entitled multiplied by the fair value per share of the Common Stock immediately prior to the Effective Time as determined by the Board of Directors of the Corporation. | ||
| Each stock certificate that, immediately prior to the Effective Time, represented shares of Common Stock that were issued and outstanding immediately prior to the Effective Time shall, from and after the Effective Time, automatically and without the necessity of presenting the same for exchange, represent that number of whole shares of Common Stock after the Effective Time into which the shares formerly represented by such certificate have been reclassified (as well as the right to receive cash in lieu of fractional shares of Common Stock after the Effective Time); provided, however, that each person of record holding a certificate that represented shares of Common Stock that were issued and outstanding immediately prior to the Effective Time shall receive, upon surrender of such certificate, a new certificate evidencing and representing the number of whole shares of Common Stock after the Effective Time into which the shares of Common Stock formerly represented by such certificate shall have been reclassified. | ||
| The total number of shares of all classes of stock that the Corporation shall have the authority to issue is 317,789,510 shares of Common Stock; and 259,044,157 shares of preferred stock (the “Preferred Stock”), par value $0.001 per share, 10,072,000 of which shares are hereby designated as Series A-1 Convertible Participating Preferred Stock, par value $0.001 per share (the “Series A-1 Preferred Stock”), 13,095,646 of which shares are hereby designated as Series A-2 Convertible Participating Preferred Stock, par value $0.001 per share (the “Series A-2 Preferred Stock” and collectively with the Series A-1 Preferred Stock, the “Series A Preferred Stock”), 57,471,225 of which shares are hereby designated as Series B Convertible Participating Preferred Stock, par value $0.001 per share (the “Series B Preferred Stock”), and 178,405,286 of which shares are hereby designated as Series C Convertible Participating Preferred Stock, par value $0.001 per share (the “Series C Preferred Stock”).” | ||
| RESOLVED: | That Section A.4(b)(i) of ARTICLE FOURTH of the Amended and Restated Certificate of Incorporation of the Corporation, as amended, be and hereby is deleted in its entirety and the following is inserted in lieu thereof: | |
| “(i) Qualified Public Offering. Each share of Preferred Stock outstanding shall be converted into the number of fully paid and non-assessable | ||
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| shares of Common Stock into which such share is then convertible pursuant to Section 4(a) hereof, automatically and without further action, immediately upon the closing of a Qualified Public Offering. A “Qualified Public Offering” shall mean an underwritten public offering of shares of Common Stock pursuant to an effective registration statement on Form S-1, or successor form, of the Securities and Exchange Commission (the “SEC”), underwritten by a nationally recognized investment banking firm, pursuant to which (i) if such closing takes place on or before June 30, 2013, the gross proceeds to the Corporation are not less than $50,000,000, or (ii) if such closing takes place after June 30, 2013, the per share price to the public is not less than $0.75 (such amount to be subject to proportionate adjustment in the event of any stock dividend, stock split, combination of shares, reorganization, recapitalization, reclassification or other similar event affecting the Common Stock, including for the Reverse Stock Split) and the gross proceeds to the Corporation are not less than $50,000,000.” |
IN WITNESS WHEREOF, the Corporation has caused its corporate seal to be affixed hereto and this Certificate of Amendment to be signed by its President this 5th day of March, 2013.
| TETRAPHASE PHARMACEUTICALS, INC. | ||
| By: | /s/ Guy Macdonald | |
| Guy Macdonald, President | ||
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