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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/11/23 LadRx Corp. 8-K:3,5,7,9 5/09/23 12:250K M2 Compliance LLC/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 46K 2: EX-3.1 Articles of Incorporation/Organization or Bylaws HTML 21K 3: EX-99.1 Miscellaneous Exhibit HTML 13K 7: R1 Cover HTML 47K 10: XML IDEA XML File -- Filing Summary XML 12K 8: XML XBRL Instance -- form8-k_htm XML 15K 9: EXCEL IDEA Workbook of Financial Reports XLSX 8K 5: EX-101.LAB XBRL Labels -- ladx-20230509_lab XML 96K 6: EX-101.PRE XBRL Presentations -- ladx-20230509_pre XML 64K 4: EX-101.SCH XBRL Schema -- ladx-20230509 XSD 13K 11: JSON XBRL Instance as JSON Data -- MetaLinks 25± 34K 12: ZIP XBRL Zipped Folder -- 0001493152-23-016244-xbrl Zip 25K
Exhibit 3.1
Certificate of Amendment
of
Restated Certificate of Incorporation
of
LADRX Corporation
LadRx Corporation (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 February 28, 1985. | |
| 2. | The Restated Certificate of Incorporation of this Corporation was filed with the Secretary of State of Delaware on November 15, 2007 (the “Certificate of Incorporation”). | |
| 3. | The Certificate of Incorporation was further amended by Certificates of Amendment of Restated Certificate of Incorporation of LadRx Corporation, filed with the Secretary of State of Delaware on July 2, 2008, July 8, 2011, May 15, 2012, October 31, 2017, March 16, 2022 and September 19, 2022. | |
| 4. | 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. | |
| 5. | Resolutions were duly adopted by the Board of Directors of the Corporation, in accordance with the provisions of the Certificate of Incorporation set forth below, providing that, effective as of 5:00 a.m., Pacific time, on May 17, 2023, each one hundred (100) issued and outstanding shares of the Corporation’s Common Stock, par value $0.001 per share, shall be converted into one (1) share of the Corporation’s Common Stock, par value $0.001 per share, as constituted following such date. | |
| 6. | The Certificate of Incorporation is hereby amended by revising Article FOURTH to include a new paragraph as follows: |
“Upon the effectiveness of the filing of this Certificate of Amendment (the “Effective Time”) each share of the Corporation’s common stock, $0.001 par value per share (the “Old Common Stock”), either issued or outstanding or held by the Corporation as treasury stock, immediately prior to the Effective Time, will be automatically reclassified and combined (without any further act) into a smaller number of shares such that each one hundred (100) shares of Old Common Stock issued and outstanding or held by the Company as treasury stock immediately prior to the Effective Time is reclassified into one share of Common Stock, $0.001 par value per share, of the Corporation (the “New Common Stock”), the exact ratio within such range to be determined by the board of directors of the Corporation prior to the Effective Time and publicly announced by the Corporation (the “Reverse Stock Split”). The Board of Directors shall make provision for the issuance of that number of fractions of New Common Stock such that any fractional share of a holder otherwise resulting from the Reverse Stock Split shall be rounded up to the next whole number of shares of New Common Stock. Any stock certificate that, immediately prior to the Effective Time, represented shares of the Old Common Stock will, from and after the Effective Time, automatically and without the necessity of presenting the same for exchange, represent the number of shares of the New Common Stock into which such shares of Old Common Stock shall have been reclassified plus the fraction, if any, of a share of New Common Stock issued as aforesaid.”
| 7. | 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. | |
| 8. | The foregoing amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware. |
[Signature page follows.]
[SIGNATURE PAGE TO CERTIFICATE OF AMENDMENT]
IN WITNESS WHEREOF, LadRx Corporation has caused this Certificate to be duly executed by the undersigned duly authorized officer as of this 9th day of May, 2023.
| LADRX Corporation | ||
| By: | /s/ John Y. Caloz | |
| Name: | John Y. Caloz | |
| Title: | Chief Financial Officer | |
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 5/17/23 | ||||
| Filed on: | 5/11/23 | |||
| For Period end: | 5/9/23 | |||
| 9/19/22 | 8-K | |||
| 3/16/22 | 8-K | |||
| 10/31/17 | 8-K | |||
| 5/15/12 | 4, 8-K | |||
| 7/8/11 | ||||
| 7/2/08 | 4 | |||
| 11/15/07 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/27/24 LadRx Corp. 10-K 12/31/23 67:19M M2 Compliance LLC/FA 8/14/23 LadRx Corp. 10-Q 6/30/23 45:3.3M M2 Compliance LLC/FA |