Attached files
| file | filename |
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| EX-99.1 - PRESS RELEASE - MABVAX THERAPEUTICS HOLDINGS, INC. | ex99-1.htm |
| 8-K - CURRENT REPORT - MABVAX THERAPEUTICS HOLDINGS, INC. | mbvx8k_feb142018.htm |
Exhibit 3.1
CERTIFICATE OF AMENDMENT
TO THE
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
MABVAX THERAPEUTICS HOLDINGS, INC.
MabVax
Therapeutics Holdings, Inc. (the “Corporation”), a
corporation organized and existing under the General Corporation
Law of the State of Delaware, hereby certifies as
follows:
FIRST:
The name of the Corporation is MabVax Therapeutics Holdings, Inc.
The date of filing of the Corporation’s original Certificate
of Incorporation with the Secretary of State of the State of
Delaware was October 20, 1988.
SECOND:
The Board of Directors of the Corporation duly adopted resolutions
setting forth proposed amendments (“Certificate of
Amendment”) to the Corporation’s Amended and Restated
Certificate of Incorporation, as amended (the “Certificate of
Incorporation”), declaring said amendments to be advisable
and directing that said amendments be submitted to the stockholders
of the Corporation for consideration thereof. The resolutions
setting forth the proposed amendments are as follows:
RESOLVED, that
Article IV of the Company’s Certificate of Incorporation
shall be amended by adding the following section to the end of
Article IV, Section A, that reads as follows:
“Upon
the filing and effectiveness (the “Effective Time”)
pursuant to the Delaware General Corporation Law of this amendment
to the Corporation’s Amended and Restated Certificate of
Incorporation, each three (3) shares of Common Stock issued
and outstanding immediately prior to the Effective Time either
issued and outstanding or held by the Corporation as treasury stock
shall 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 (the “Reverse Stock
Split”); provided that no fractional shares shall be issued
to any holder and that instead of issuing such fractional shares,
the Corporation shall round shares up to the nearest whole
number. 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 treatment of fractional shares as described
above.”
THIRD:
The aforesaid amendment was duly adopted in accordance with the
provisions of Section 242 of the Delaware General Corporation
Law.
FOURTH:
All other provisions of the Certificate of Incorporation shall
remain in full force and effect.
FIFTH:
Following filing with the Secretary of State of the State of
Delaware, this Certificate of Amendment shall be effective as of
9:00 a.m., New York City time on February 16, 2018.
IN
WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to be signed by J. David Hansen, its Chief Executive
Officer, this 14th day of February 2018.
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MabVax Therapeutics Holdings, Inc.
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By:
/s/ J. David
Hansen
Name:
J. David Hansen
Title: Chief
Executive Officer
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