Initial Public Offering (IPO): Registration Statement (General Form) — Form S-1
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-1 Registration Statement (General Form) HTML 1.49M
2: EX-2.1 Ex-2.1: Exchange Agreement 273 709K
3: EX-2.2 Ex-2.2: Escrow Agreement 22 79K
4: EX-3.1 Ex-3.1: Eight Amended and Restated Certificate of 22 94K
Incorporation
5: EX-3.2 Ex-3.2: Certificate of Amendment to Certificate of 2 16K
Incorporation
6: EX-3.3 Ex-3.3: Second Certificate of Amendment of 2 15K
Certificate of Incorporation
7: EX-3.4 Ex-3.4: Bylaws 20 52K
8: EX-4.1 Ex-4.1: Fourth Amended and Restated Investor 36 144K
Rights Agreement
9: EX-4.2 Ex-4.2: Amendment to Fourth Amended and Restated 18 66K
Investor Rights Agreement
10: EX-4.4 Ex-4.4: Warrant to Purchase Shares 16 69K
11: EX-10.1 Ex-10.1: Amended and Restated 2005 Stock Incentive 17 90K
Plan
20: EX-10.10 Ex-10.10: Exclusive License Agreement 43 173K
21: EX-10.11 Ex-10.11: Letter From the Regents of the 3 23K
University of California
22: EX-10.12 Ex-10.12: Exclusive License Agreement 26 95K
23: EX-10.13 Ex-10.13: Amendment No. 1 to Exclusive License 1 13K
Agreement
24: EX-10.14 Ex-10.14: Patent License Agreement 13 48K
25: EX-10.15 Ex-10.15: Patent License Agreement 19 81K
26: EX-10.16 Ex-10.16: Restated Transfer Agreement 11 47K
27: EX-10.17 Ex-10.17: Patent Assignment Agreement 8 36K
28: EX-10.18 Ex-10.18: Agreement on Manufacturing, Sales, and 27 88K
Distribution License
29: EX-10.19 Ex-10.19: Employment Agreement With G. Onn 4 22K
12: EX-10.2 Ex-10.2: Form of Stock Option Agreement 18 63K
30: EX-10.20 Ex-10.20: Loan and Security Agreement 47 169K
31: EX-10.22 Ex-10.22: Finland Lease Agreement 6 26K
32: EX-10.23 Ex-10.23: Lease Agreement 6 26K
13: EX-10.3 Ex-10.3: 2000 Equity Incentive Plan 14 70K
14: EX-10.4 Ex-10.4: Form of Stock Option Agreement for 11 51K
Employee Under 2000 Equity Incentive
Plan
15: EX-10.5 Ex-10.5: Office Lease 42 163K
16: EX-10.6 Ex-10.6: First Amendment to Lease 9 39K
17: EX-10.7 Ex-10.7: Exclusive License Agreement 23 74K
18: EX-10.8 Ex-10.8: Amendment to the Exclusive License 2 17K
Agreement
19: EX-10.9 Ex-10.9: Agreement Between Wisconsin Alumni 3 23K
Research Foundation and Quatrx
Pharmaceuticals
33: EX-21.1 Ex-21.1: List of Subsidiaries 1 10K
34: EX-23.1 Ex-23.1: Consent of Pricewaterhousecoopers LLP 1 11K
35: EX-23.2 Ex-23.2: Consent of Pricewaterhousce LLP 1 11K
EX-3.3 — Ex-3.3: Second Certificate of Amendment of Certificate of Incorporation
| EX-3.3 | 1st Page of 2 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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Exhibit 3.3
SECOND CERTIFICATE OF AMENDMENT OF THE
EIGHTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
QUATRX PHARMACEUTICALS COMPANY
The corporation organized and existing under and by virtue of the General
Corporation Law of the State of Delaware does hereby certify:
FIRST: That Article IV(A) of the Eighth Amended and Restated Certificate of
Incorporation, as amended by the Certificate of Amendment of the Eighth Amended
and Restated Certificate of Incorporation, dated January 19, 2006 (the
"Certificate") of QuatRx Pharmaceuticals Company is hereby amended and restated
to read as follows:
"This 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
166,908,080 shares, 95,883,702 shares of which shall be common stock,
par value $0.01 per share (the "COMMON STOCK") and 71,024,378 of which
shall be preferred stock, par value $0.01 per share (the "PREFERRED
STOCK")."
SECOND: That Article IV(C) of the Certificate of Quatrx Pharmaceuticals
Company is hereby amended and restated to read as follows:
"1,575,000 shares of the authorized shares of Preferred Stock are
hereby designated "Series A Preferred Stock" (the "SERIES A
PREFERRED"). 4,200,000 shares of the authorized shares of Preferred
Stock are hereby designated "Series B Preferred Stock" (the "SERIES B
PREFERRED"). 25,596,491 shares of the authorized shares of Preferred
Stock are hereby designated "Series C Preferred Stock" (the "SERIES C
PREFERRED"). 35,392,856 shares of the authorized shares of Preferred
Stock are hereby designated "Series D Preferred Stock" (the "SERIES D
PREFERRED"). 4,260,031 shares of the authorized shares of Preferred
Stock are hereby designated as "Series D-1 Preferred Stock" (the
"SERIES D-1 PREFERRED"). Except as provided by Delaware law or this
Certificate, the Series A Preferred, the Series B Preferred, the
Series C Preferred, the Series D Preferred and the Series D-1
Preferred shall rank equally with respect to dividends, distributions
on liquidation and all other matters, and none shall be deemed junior
to any other."
THIRD: That the Board of Directors of QuatRx Pharmaceuticals Company duly
adopted resolutions by unanimous written consent approving this Second
Certificate of Amendment, declaring said amendment to be advisable and calling
for consideration thereof by the stockholders of said corporation.
FOURTH: That thereafter, pursuant to resolution of its Board of Directors,
the stockholders of said corporation duly approved this Second Certificate of
Amendment by the
required vote of shareholders by written consent in accordance with Section 228
of the General Corporation Law of the State of Delaware.
FIFTH: That this Second Certificate of 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 26th day of January, 2006.
/s/ JEFFREY M. BRINZA
----------------------------------------
Jeffrey M. Brinza
Vice President and General Counsel
2
Dates Referenced Herein
| Referenced-On Page |
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| This ‘S-1’ Filing | | Date | | First | | Last | | | Other Filings |
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| |  |
| Filed on: | | 2/3/06 | | | | | | | None on these Dates |
| | 1/19/06 | | 1 |
| List all Filings |
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