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SEC Filings

S-1/A
PROTEON THERAPEUTICS INC filed this Form S-1/A on 10/07/2014
Entire Document
 

Exhibit 3.2

 

SIXTH AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION OF

PROTEON THERAPEUTICS, INC.

 

Proteon Therapeutics, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY:

 

FIRST:                    The name of the Corporation is “Proteon Therapeutics, Inc.”  The date of filing the original Certificate of Incorporation of the Corporation with the Secretary of State of the State of Delaware was March 24, 2006.

 

SECOND:               This Sixth Amended and Restated Certificate of Incorporation (this “Restated Certificate”) has been duly approved by the Board of Directors of the Corporation.

 

THIRD:                  This Restated Certificate has been duly adopted by the stockholders of the Corporation in accordance with the provisions of Sections 228, 242 and 245 of the General Corporation Law of the State of Delaware (the “DGCL”), and notice thereof has been given in accordance with the provisions of Section 228 of the DGCL.

 

FOURTH:              The Fifth Amended and Restated Certificate of Incorporation of this Corporation, as previously amended, is hereby amended, integrated and restated to read as follows:

 

ARTICLE ONE

 

The name of the Corporation is Proteon Therapeutics, Inc.

 

ARTICLE TWO

 

The address of the Corporation’s registered office is 1209 Orange Street, in the City of Wilmington, New Castle County, Delaware 19801. The name of the registered agent in charge thereof is The Corporation Trust Company.

 

ARTICLE THREE

 

The nature of the business or purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the DGCL.

 

ARTICLE FOUR

 

Section 1. Authorized Shares. The total number of shares of all classes of capital stock which the Corporation shall have authority to issue is One Hundred Tem million (110,000,000) shares, consisting of:

 

(a) One Hundred million (100,000,000) shares of common stock, par value $0.001 per share (“Common Stock”); and

 

(b) Ten million (10,000,000) shares of undesignated preferred stock, par value $0.001 per share (the “Preferred Stock”).

 

Such stock may be issued from time to time by the Corporation for such consideration as may be fixed by the board of directors of the Corporation (the “Board of Directors”). The following is a statement