EXHIBIT 3.1
Published on June 13, 2024
Exhibit 3.1
CERTIFICATE OF AMENDMENT
TO THE
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
OCUPHIRE PHARMA, INC.
(Pursuant to Sections 141 and 242 of the
General Corporation Law of the State of Delaware)
Ocuphire Pharma, Inc. (the “Corporation”),
a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “Delaware General
Corporation Law”), hereby certifies as follows:
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1.
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This Certificate of Amendment amends the provisions of the Corporation’s Amended and Restated Certificate of Incorporation filed with the Secretary of State of the State of Delaware on May 11,
2005, as amended by the Certificates of Amendment filed on May 5, 2017, August 30, 2018, April 12, 2019, November 5, 2020, and November 5, 2020 (the “Certificate
of Incorporation”).
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The first paragraph of Article 4 of the Certificate of Incorporation of the Corporation is hereby amended and restated in its entirety to read as follows:
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The total number of shares of all classes of stock which the Corporation shall have the authority to issue is 135,000,000 shares of the par
value of $.0001 each, of which 10,000,000 are to be of a class designated Preferred Stock (the “Preferred Stock”) and 125,000,000 shares are to be of a class designated Common Stock (the “Common Stock”).
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This amendment was duly adopted in accordance with the provisions of Sections 141 and 242 of the Delaware General Corporation Law.
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All other provisions of the Certificate of Incorporation shall remain in full force and effect.
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[Signature page follows]
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be executed on this 12th day of
June, 2024.
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OCUPHIRE PHARMA, INC.
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By:
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/s/ Dr. George Magrath
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Name:
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Dr. George Magrath
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Title:
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Chief Executive Officer
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