Theriva Biologics, Inc - Certificate of Incorporation, as amended(Incorporated by reference to (i) Exhibit 3.1 of the Registrants Current Report on Form 8-K filed October 16, 2008, File No. 001-12584,(ii) Exhibit 3.1 of the Registrants Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2001 filed August 14, 2001, File No. 001-12584; and (iii) Exhibits 3.1, 4.1 and 4.2 of the Registrants Quarterly Report on Form 10-Q for the quarterly period ended June 30, 1998 filed August 14, 1998, File No. 001-12584.)
Exhibit
3.1
STATE
OF DELAWARE
CERTIFICATE
OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION OF
PIPEX
PHARMACEUTICALS, INC.
Pipex
Pharmaceuticals, Inc., a corporation organized and existing under and by virtue
of the General Corporation Law of the State of Delaware, does hereby
certify:
FIRST: That
at a meeting of the Board of Directors of Pipex Pharmaceuticals, Inc., on April
14, 2008, resolutions were duly adopted setting forth a proposal to change the
Corporation’s name and to call a meeting of the stockholders of said Corporation
on June 3, 2008 in accordance with Section 222 of the General Corporation Law of
the State of Delaware for consideration of the following
resolution:
RESOLVED,
to approve the grant of discretionary authority to the Board of Directors for a
24 month period (a) to amend the Corporation’s Certificate of Incorporation to
change the name of the Corporation or (b) to determine not to proceed with the
name change.
SECOND: That thereafter,
pursuant to resolution of the Corporation’s Board of Directors, an annual
meeting of the stockholders of said Corporation was duly held on June 3, 2008
upon notice in accordance with Section 222 of the General Corporation Law of the
State of Delaware at which meeting the necessary number of shares as required by
statute were voted in favor of the resolution.
THIRD:
That at a meeting of the Board of Directors of Pipex Pharmaceuticals, Inc., on
October 2, 2008, resolutions were adopted setting forth a proposed amendment of
the Certificate of Incorporation of said Corporation changing the name of the
Corporation pursuant to the previous stockholder vote. The resolution setting
forth the proposed amendment is as follows:
RESOLVED, that the Certificate
of Incorporation of this corporation be amended by changing the Article thereof
numbered “FIRST” so that, as amended, said Article shall be and read as
follows:
“The name
of the corporation (hereinafter sometimes called the “Corporation”) is:
Adeona Pharmaceuticals, Inc.”
FOURTH:
That said amendment was duly adopted in accordance with the provisions of
Section 242 of the General Corporation Law of the State of
Delaware.
IN WITNESS WHEREOF, said
Corporation has caused this certificate to be signed this 10th day of October,
2008.
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PIPEX
PHARMACEUTICALS, INC. |
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By: /s/ Nicholas
Stergis |
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Nicholas
Stergis |
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Chief Executive
Officer |