Attached files
| file | filename |
|---|---|
| S-1/A - S-1/A - F-star Therapeutics, Inc. | d53938ds1a.htm |
| EX-1.1 - EX-1.1 - F-star Therapeutics, Inc. | d53938dex11.htm |
| EX-5.1 - EX-5.1 - F-star Therapeutics, Inc. | d53938dex51.htm |
| EX-23.2 - EX-23.2 - F-star Therapeutics, Inc. | d53938dex232.htm |
| EX-10.18 - EX-10.18 - F-star Therapeutics, Inc. | d53938dex1018.htm |
Exhibit 3.5
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
SPRING BANK PHARMACEUTICALS, INC.
Pursuant to Section 242 of the
General Corporation Law of the State of Delaware
Spring Bank 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 Certificate of Incorporation of the Corporation 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 resolution setting forth the amendment is as follows:
| RESOLVED: | That Article FOURTH, Subsection (a) of the Certificate of Incorporation of the Corporation, be and hereby is deleted in its entirety and the following three paragraphs inserted in lieu thereof: | |
| “FOURTH. That, effective at 9:00 p.m., eastern time, on the filing date of this Certificate of Amendment of Certificate of Incorporation (the “Effective Time”), a one-for-four reverse stock split of the Corporation’s common stock, $0.0001 par value per share (“Common Stock”), shall become effective, pursuant to which each four 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 $0.0001 per share. No fractional shares of Common Stock shall be issued as a result of the Reverse Stock Split. In lieu of any fractional shares to which the stockholder would otherwise be entitled, the Corporation shall pay cash equal to such fraction multiplied by the then fair market value of the Common Stock 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 stock after the Effective Time into which the shares formerly represented by such certificate have been reclassified and combined (as well as the right to receive cash in lieu of fractional shares of 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 stock after the Effective Time into which the shares of stock formerly represented by such certificate shall have been reclassified. | ||
| The total number of shares of all classes of stock which the Corporation shall have the authority to issue is 55,000,000, of which 50,000,000 shares shall be designated as Common Stock and 5,000,000 shares shall be designated as Preferred Stock, $0.0001 par value per share (“Preferred Stock”).” | ||
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 8th day of March, 2016.
| Spring Bank Pharmaceuticals, Inc. | ||
| By: | /s/ Martin Driscoll | |
| Martin Driscoll, President | ||
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