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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 8/06/15 Acadia Pharmaceuticals Inc 10-Q 6/30/15 43:1.7M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
1: 10-Q Quarterly Report HTML 346K
2: EX-3.1 Articles of Incorporation/Organization or Bylaws HTML 25K
3: EX-31.1 Certification -- §302 - SOA'02 HTML 18K
4: EX-32.1 Certification -- §906 - SOA'02 HTML 16K
26: R1 Document and Entity Information HTML 36K
18: R2 Condensed Consolidated Balance Sheets HTML 82K
24: R3 Condensed Consolidated Balance Sheets HTML 37K
(Parenthetical)
28: R4 Condensed Consolidated Statements of Operations HTML 41K
39: R5 Condensed Consolidated Statements of Operations HTML 21K
(Parenthetical)
19: R6 Condensed Consolidated Statements of Comprehensive HTML 32K
Loss
23: R7 Condensed Consolidated Statements of Cash Flows HTML 88K
17: R8 Basis of Presentation HTML 24K
13: R9 Net Loss Per Share HTML 25K
40: R10 Stock-Based Compensation HTML 21K
30: R11 Accrued Liabilities HTML 21K
29: R12 Investment Securities HTML 34K
34: R13 Fair Value Measurements HTML 39K
35: R14 Stockholders' Equity HTML 25K
33: R15 Commitments and Contingencies HTML 25K
36: R16 Recent Accounting Pronouncements HTML 20K
25: R17 Stock-Based Compensation (Policies) HTML 19K
27: R18 Net Loss Per Share (Tables) HTML 23K
32: R19 Accrued Liabilities (Tables) HTML 21K
43: R20 Investment Securities (Tables) HTML 29K
37: R21 Fair Value Measurements (Tables) HTML 33K
21: R22 Basis of Presentation - Additional Information HTML 18K
(Detail)
31: R23 Potential Common Shares Excluded in Calculating HTML 25K
Basic and Diluted Net Loss Per Common Share
(Detail)
22: R24 Stock-Based Compensation - Additional Information HTML 29K
(Detail)
12: R25 Accrued Liabilities (Detail) HTML 30K
38: R26 Investment Securities, All Classified as HTML 40K
Available-for-Sale (Detail)
41: R27 Fair Value Measurements - Additional Information HTML 19K
(Detail)
15: R28 Fair Value Measurements of Cash Equivalents and HTML 49K
Available-For-Sale Investment Securities (Detail)
14: R29 Stockholders' Equity - Additional Information HTML 32K
(Detail)
16: R30 Commitments and Contingencies - Additional HTML 27K
Information (Detail)
42: XML IDEA XML File -- Filing Summary XML 70K
11: EXCEL IDEA Workbook of Financial Reports XLSX 34K
5: EX-101.INS XBRL Instance -- acad-20150630 XML 389K
7: EX-101.CAL XBRL Calculations -- acad-20150630_cal XML 106K
8: EX-101.DEF XBRL Definitions -- acad-20150630_def XML 137K
9: EX-101.LAB XBRL Labels -- acad-20150630_lab XML 432K
10: EX-101.PRE XBRL Presentations -- acad-20150630_pre XML 283K
6: EX-101.SCH XBRL Schema -- acad-20150630 XSD 65K
20: ZIP XBRL Zipped Folder -- 0001193125-15-281018-xbrl Zip 51K
| EX-3.1 |
Exhibit 3.1
AMENDED AND RESTATED
OF
ACADIA PHARMACEUTICALS INC.
AS AMENDED
I.
The name of this Corporation is ACADIA Pharmaceuticals Inc.
II.
The address of its registered office in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is Corporation Service Company.
III.
The purpose of this Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware (the “DGCL”).
IV.
A. 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 230,000,000 shares, of which (i) 225,000,000 shares shall be Common Stock, each having a par value of $0.0001, and (ii) 5,000,000 shares shall be Preferred Stock, each having a par value of $0.0001.
B. The Preferred Stock may be issued from time to time in one or more series. The Board of Directors is hereby expressly authorized to: (i) provide for the issue of all or any of the remaining shares of the Preferred Stock in one or more series; (ii) fix or alter from time to time the designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations or restrictions of any wholly unissued series of Preferred Stock; (iii) establish from time to time the number of shares constituting any such series or any of them; and (iv) increase or decrease the number of shares of any series subsequent to the issuance of shares of that series, but not below the number of shares of such series then outstanding. In case the number of shares of any series shall be decreased in accordance with the foregoing sentence, the shares constituting such decrease shall resume the status that they had prior to the adoption of the resolution originally fixing the number of shares of such series.
C. Each outstanding share of Common Stock shall entitle the holder thereof to one vote on each matter properly submitted to the stockholders of the Corporation for their vote; provided, however, that, except as otherwise required by law, holders of Common Stock shall not be entitled to vote on any amendment to this Certificate of Incorporation (including any certificate of designation filed with respect to any series of Preferred Stock) that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series of Preferred Stock are entitled, either separately or together as a class with the holders of one or more other series of Preferred Stock, to vote thereon by law or pursuant to this Certificate of Incorporation (including any certificate of designation filed with respect to any series of Preferred Stock).
1.
V.
For the management of the business and for the conduct of the affairs of the Corporation, and in further definition, limitation and regulation of the powers of the Corporation, of its directors and of its stockholders or any class thereof, as the case may be, it is further provided that:
A. BOARD OF DIRECTORS.
1. Powers and Numbers of Directors. The management of the business and the conduct of the affairs of the Corporation shall be vested in its Board of Directors. The number of directors which shall constitute the whole Board of Directors shall be fixed exclusively by one or more resolutions adopted by the Board of Directors and not inconsistent with the Certificate of Incorporation of the Corporation.
2. Classification. Subject to the rights of the holders of any series of Preferred Stock to elect additional directors under specified circumstances, following the closing of the initial public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, covering the offer and sale of Common Stock to the public (the “IPO”), the directors shall be divided into three classes designated as “Class I”, “Class II” and “Class III”, respectively. Directors shall initially be assigned to each class in accordance with a resolution or resolutions adopted by the Board of Directors. At the first annual meeting of stockholders following the closing of the IPO, the term of office of the Class I directors shall expire and Class I directors shall be elected for a full term of three years. At the second annual meeting of stockholders following the closing of the IPO, the term of office of the Class II directors shall expire and Class II directors shall be elected for a full term of three years. At the third annual meeting of stockholders following the closing of the IPO, the term of office of the Class III directors shall expire and Class III directors shall be elected for a full term of three years. At each succeeding annual meeting of stockholders, directors shall be elected for a full term of three years to succeed the directors of the class whose terms expire at such annual meeting. Notwithstanding the foregoing provisions of this section, each director shall serve until his successor is duly elected and qualified or until his death, resignation or removal. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director.
3. Removal of Directors.
a. Subject to the rights of any series of Preferred Stock to elect additional directors under specified circumstances, following the closing of the IPO, neither the Board of Directors nor any individual director may be removed without cause.
b. Subject to any limitation imposed by law, any individual director or directors may be removed with cause by the affirmative vote of the holders of a majority of the voting power of all then-outstanding shares of capital stock of the Corporation entitled to vote generally at an election of directors.
4. Vacancies. Subject to the rights of the holders of any series of Preferred Stock, any vacancies on the Board of Directors resulting from death, resignation, disqualification, removal or other causes and any newly created directorships resulting from any increase in the number of directors, shall, unless the Board of Directors determines by resolution that any such vacancies or newly created directorships shall be filled by the stockholders, except as otherwise provided by law, be filled only by the affirmative vote of a majority of the directors then in office, even though less than a quorum of the Board of Directors, and not by the stockholders. Any director elected in accordance with the preceding sentence shall hold office for the remainder of the full term of the director for which the vacancy was created or occurred and until such director’s successor shall have been elected and qualified.
2.
B. BYLAW AMENDMENTS. The Board is expressly empowered to adopt, amend or repeal the Bylaws of the Corporation. The stockholders shall also have power to adopt, amend or repeal the Bylaws of the Corporation; provided, however, that, in addition to any vote of the holders of any class or series of stock of the Corporation required by law or by this Certificate of Incorporation, the affirmative vote of the holders of at least sixty-six and two-thirds percent (66-2/3%) of the voting power of all of the then-outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to adopt, amend or repeal any provision of the Bylaws of the Corporation. The directors of the Corporation need not be elected by written ballot unless the Bylaws so provide.
C. STOCKHOLDER ACTION. No action shall be taken by the stockholders of the Corporation except at an annual or special meeting of stockholders called in accordance with the Bylaws. No action shall be taken by the stockholders by written consent or electronic transmission.
D. ADVANCE NOTICE. Advance notice of stockholder nominations for the election of directors and of business to be brought by stockholders before any meeting of the stockholders of the Corporation shall be given in the manner provided in the Bylaws of the Corporation.
VI.
A. The liability of the directors for monetary damages shall be eliminated to the fullest extent under applicable law. If the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the corporation shall be eliminated to the fullest extent permitted by the DGCL, as so amended
B. Any repeal or modification of this Article VI shall be prospective and shall not affect the rights under this Article VI in effect at the time of the alleged occurrence of any act or omission to act giving rise to liability or indemnification.
VII.
A. 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 statute, except as provided in paragraph B. of this Article VII, and all rights conferred upon the stockholders herein are granted subject to this reservation.
B. Notwithstanding any other provisions of this Certificate of Incorporation or any provision of law which might otherwise permit a lesser vote or no vote, but in addition to any affirmative vote of the holders of any particular class or series of the Corporation required by law, this Certificate of Incorporation or any certificate of designation filed with respect to a series of Preferred Stock, the affirmative vote of the holders of at least sixty-six and two-thirds percent (66-2/3%) of the voting power of the then-outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to alter, amend or repeal Articles V, VI or VII.
3.