EX-3.1 2 d602014dex31.htm EX-3.1 EX-3.1

Exhibit 3.1







Pulmatrix, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify that:


  1. The original Certificate of Incorporation of this Corporation was filed with the Secretary of State of Delaware on September 25, 2013 (the “Original Certificate”) under the original name Ruthigen, Inc. The Certificate was subsequently amended on June 12, 2015, with an effective date of June 15, 2015 (the “Certificate of Incorporation”).


  2. Resolutions were duly adopted by the Board of Directors of the Corporation setting forth this proposed Amendment to the Certificate of Incorporation and declaring said amendment to be advisable and calling for the consideration and approval thereof at a meeting of the stockholders of the Corporation.


  3. The Certificate of Incorporation is hereby amended by deleting paragraph A of ARTICLE FOURTH in its entirety and inserting the following in lieu thereof:

“A. Designation and Number of Shares.

The total number of shares of all classes of stock which the Corporation shall have the authority to issue is 200,500,000 shares, consisting of 200,000,000 shares of common stock, par value $0.0001 per share (the “Common Stock”), and 500,000 shares of preferred stock, par value $0.0001 per share (the “Preferred Stock”).

The number of authorized shares of Common Stock or Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of all of the then-outstanding shares of capital stock of the Corporation entitled to vote thereon, without a vote of the holders of the Preferred Stock, or of any series thereof, unless a vote of any such holders is required pursuant to the terms of any Preferred Stock designation.”


  4. Pursuant to the resolution of the Board of Directors, a meeting of the stockholders of the Company was duly called and held 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 foregoing amendment.


  5. The foregoing 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, Pulmatrix, Inc., has caused this Certificate to be executed by its duly authorized officer on this 5th day of June, 2018.



/s/ Robert W. Clarke

Name:   Robert W. Clarke
Title:   Chief Executive Officer