EX-3.5 4 cyclacel_ex3-5.htm EXHIBIT 3.5

 

Exhibit 3.5

 

Delaware Page 1
  The First State  

 

I, CHARUNI PATIBANDA-SANCHEZ, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “CYCLACEL PHARMACEUTICALS, INC.”, FILED IN THIS OFFICE ON THE TENTH DAY OF FEBRUARY, A.D. 2025, AT 1:30 O`CLOCK P.M.

 

 

 

 

 

 

 

 

 

 

2579644  8100

SR# 20250463132

 

Authentication: 202900595

Date: 02-10-25

You may verify this certificate online at corp.delaware.gov/authver.shtml

 

 

 

 

State of Delaware

Secretary of State

Division of Corporations

Delivered 01:29 PM 02/10/2025

FILED 01:30 PM 02/10/2025

SR 20250463132 - File Number 2579644

 CERTIFICATE OF AMENDMENT
TO THE
AMENDED AND RESTATED 		 

CERTIFICATE OF INCORPORATION
OF
CYCLACEL PHARMACEUTICALS, INC.

 

It is hereby certified that:

 

FIRST:

 

The name of the corporation is Cyclacel Pharmaceuticals, Inc. (the “Corporation”).

 

SECOND:

 

Section A of Article IV of the Amended and Restated Certificate of Incorporation of the Corporation is hereby amended and restated in its entirety to read as follows:

 

A. The Corporation is authorized to issue two classes of stock to be designated, respectively, “Common Stock” and “Preferred Stock.” The total number of shares which the Corporation is authorized to issue is two hundred fifty-five million (255,000,000) shares, each with a par value of $0.001 per share. Two hundred fifty million (250,000,000) shares shall be Common Stock and five million (5,000,000) shares shall be Preferred Stock.

 

THIRD:

 

The amendment of the Certificate of Incorporation herein certified has been duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

 

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IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by to be signed by its duly authorized officer this tenth day of February, 2025.

 

  CYCLACEL PHARMACEUTICALS, INC.
     
  By: /s/ David Lazar
  Name: David Lazar
  Title: Interim CEO

 

 

[Signature Page to Certificate of Amendment of the Amended and Restated Certificate of Incorporation]

 

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