Exhibit 3.1

Delaware

The First State

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE RESTATED CERTIFICATE OF “CASI PHARMACEUTICALS, INC.”, FILED IN THIS OFFICE ON THE FIRST DAY OF OCTOBER, A.D. 2019, AT 4:14 O`CLOCK P.M.

 

 

RESTATED

CERTIFICATE OF INCORPORATION

OF

CASI PHARMACEUTICALS, INC.

PURSUANT TO SECTIONS 242 AND 245

OF THE GENERAL CORPORATION LAW OF DELAWARE

WHEREAS, CASI Pharmaceuticals, Inc. (the “Corporation”) was formed on September 18,1991 by the filing of a Certificate of Incorporation (the “Certificate”) with Secretary of State of the State of Delaware pursuant to section 103 of General Corporation Law;

WHEREAS, the Corporation wishes to restate the Certificate in its entirety and the undersigned, being Chief Operating Officer and General Counsel of the Corporation, has been duly authorized to execute, acknowledge and deliver this restatement of the Certificate on behalf of the Corporation; and

WHEREAS, the undersigned herby certifies that the foregoing recitals are true and correct and that this Restated Certificate of Incorporation has been duly adopted by all necessary corporate action in accordance with Sections 242 and 245 of the General Corporation Law of Delaware;

NOW THEREFORE, the Certificate is restated in its entirety as follows:

I.

The name of the corporation is: CASI Pharmaceuticals, Inc. (hereinafter the “Corporation”).

II.

The address of the Corporation’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, County of New Castle and the name of the Corporation’s registered agent at such address is The Corporation Trust Company.

III.

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

IV.

The total number of shares of capital stock which the Corporation is authorized to issue is Two Hundred Fifty-Five Million (255,000,000) shares divided into two classes as follows:

(A) Common Stock. Two Hundred Fifty Million (250,000,000) shares of common stock, $.01 par value per share (“Common Stock”), the holder of which shall be entitled to one vote for each share on all matters required or permitted to be voted on by stockholders of the Corporation, and

(B) Preferred Stock. Five million (5,000,000) shares of preferred stock, $1.00 par value per share (“Preferred Stock”).

Authorization for Series of Preferred Stock. The Board of Directors is hereby expressly authorized to provide for, designated and issue, out of the authorized but unissued shares of Preferred Stock, one or more series of Preferred Stock, subject to the terms and conditions set forth herein. Before any such series are issued, the Board of Directors shall fix, and hereby is expressly empowered to fix, by resolution or resolutions, the following provisions of the shares of any such series (within the limits and restrictions of any resolutions adopted by it designating any other series of preferred stock):

1) the designation of such series, the number of shares to constitute such series and the stated value thereof, if different from par value thereof;

2) whether the shares of such series shall have voting rights or powers, in addition to any voting rights required by law, and, if so, the terms of such voting rights or powers, which may be full or limited;

3) the dividends, if any, payable on such series, whether any such dividends shall be cumulative, and, if so, from what dates, the conditions and dates upon which such dividends shall be payable, the preference or relation which such dividends shall bear to the dividends payable on any shares of stock of any other class or series;

4) whether the shares of such class or series shall be subject to redemption by the Corporation, and, if so, the times, prices, and other conditions of such redemption;

5) the amount or amounts payable upon shares of such class or series upon, and the rights of the holders of such class or series in the voluntary or involuntary liquidation, dissolution or winding up, or upon any distribution of the assets, or the Corporation;

6) whether the shares of such class or series shall be subject to the operation of a retirement or sinking fund and, if so, the extent to and manner in which any such retirement of sinking fund shall be applied to the purchase or redemption of the shares of such class or series for retirement or other corporate purposes and the terms and provisions relative to the operation therefore;

7) whether the shares of such class or series shall be convertible into, or exchangeable for, shares of stock of any other class or series of any other securities and, if so, the price or prices or the rate or rates of conversion or exchange and the method, if any, of adjusting the same, and any other terms and conditions of conversion or exchange;

8) the limitations and restrictions, if any, to be effective while any shares of such class or series are outstanding upon the payment of dividends or making of other distributions on, and upon the purchase, redemption or other acquisition by the Corporation of, the Common Stock or shares of stock of any other class or series;

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9) the conditions or restrictions, if any, to be effective while any shares of such class or series are outstanding upon the creation of indebtedness of the Corporation or upon the issue of any additional stock, including additional shares of such class or series or of any other class or series; and

10) any other powers, designations, preference and relative, participating, optional or other special rights, and any qualifications, limitations or restrictions thereof.

The powers, designations, preferences and relative, participating, optional or other special rights of each series of Preferred Stock, and the qualifications, limitations or restrictions thereof, if any, may differ from those of any and all other series at any time outstanding. The Board of Directors is hereby expressly authorized from time to time to increase (but not above the total number of authorized shares of Preferred Stock) or decrease (but not below the number of shares thereof then outstanding) the number of shares of stock of any series of Preferred Stock designated to any one or more series of Preferred stock pursuant to this Section B of Article IV.

V.

To the fullest extent permitted by the General Corporation Law of the State of Delaware, as the same presently exists or may hereafter be amended, no director of the Corporation shall be liable to the Corporation or any of its stockholders for monetary damages for breach of fiduciary duty director.

VI.

Terms of Directors. The number of Directors of the Corporation shall be fixed by resolution duly adopted from time to time by the Board of Directors. The Directors shall be classified, with respect to the term for which they hold office, into three classes, as nearly equal in number as possible. The initial Class I Director shall serve for a term expiring at the annual meeting of stockholders to be held in 1998, the initial Class II Directors shall serve for a term expiring at the annual meeting of stockholders to be held in 1999, and the initial Class III Directors shall serve for a term expiring at the annual meeting of stockholders to be held 2000. At each annual meeting of stockholders, the successor or successors of the class of Directors whose term expires at that meeting shall be elected by a plurality of the votes cast at such meeting and shall hold office for a term expiring at the annual meeting of stockholders held in the third year following the year of their election. The Directors elected to each class shall hold office until their successors are duly elected and qualified or until their earlier resignation or removal.

Vacancies. Any and all vacancies in the Board of Directors, however occurring, including, without limitation, by reason of an increase in size of the Board of Directors, or the death, resignation, disqualification or removal of a Director, shall be filled solely by the affirmative vote of a majority of the remaining Directors then in office, even if less than a quorum of the Board of Directors. Any Director appointed in accordance with the preceding sentence shall hold office until the annual meeting of stockholders at which the class of directors for which he or she has been chosen is elected and until such Director’s successor shall have been duly elected and qualified or until his or her earlier resignation or removal. When the number of Directors is increased or decreased, the Board of Directors shall determine the class or classes to which the increased or decreased number of Directors shall be appointed so as to maintain each class as nearly equal in number as possible; provided, however, that no decrease in the number of Directors shall shorten the term of any incumbent Director.

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The following provisions are inserted for the management of the business and for the conduct of the affairs of the Corporation, and for further definition, limitation and regulation of the powers of the Corporation and its directors and stockholders:

1) The election of directors need not to be by written ballot, unless the by-laws so provide.

2) The Board of Directors shall have power without the assent or vote of the stockholders to make, alter, amend, change, add to or repeal the By-Laws of the Corporation.

VII.

The Corporation shall indemnify and advance expenses to the fullest extent permitted by Section 145 of the General Corporation Law of Delaware, as amended, from time to time, each person who is or was a director or officer of the Corporation and the heirs, executors and administrators or such person.

VIII.

The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation in the manner now or hereafter prescribed by law, and all rights and powers conferred herein on stockholders’ directors and officers are subject to this reserved power.

IX.

This Restated Certificate of Incorporation, which restates and integrates the provisions of the Corporation’s Certificate of Incorporation as heretofore amended or supplemented, has been duly adopted by the board of directors and the stockholders of the Corporation in accordance with the provisions of Sections 242 and 245 of the General Corporation Law of the State of Delaware.

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IN WITNESS WHEREOF, the Corporation has caused this Restated Certificate of Incorporation to be duly executed and attached by its duly authorized officers this 1^st day of October, 2019.

CASI PHARMACEUTICALS, INC.
By:	/s/ Cynthia W. Hu
Name: Cynthia W. Hu
Title: COO & General Counsel

ATTEST:

By:	/s/ Mia Kim
Name: Mia Kim
Title: Legal Manager

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