Exhibit 3.1.1
CERTIFICATE OF AMENDMENT
TO
RESTATED CERTIFICATE OF INCORPORATION
OF
TRACON PHARMACEUTICALS, INC.
TRACON Pharmaceuticals, Inc. (the “Company”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify that:
FIRST: The name of the Company is TRACON Pharmaceuticals, Inc.
SECOND: The date on which the Company’s Certificate of Incorporation was originally filed with the Secretary of State of the State of Delaware was October 28, 2004.
THIRD: The Board of Directors of the Company, acting in accordance with the provisions of Sections 141 and 242 of the DGCL, adopted resolutions deeming advisable and approving an amendment to the Company’s Restated Certificate of Incorporation (the “Restated Certificate”) as follows:
1. The first paragraph of Article IV of the Restated Certificate is hereby amended to add the following at the end of such paragraph:
“Effective at the time of filing of this Certificate of Amendment with the Secretary of State of the State of Delaware, every 3.87 shares of Common Stock issued and outstanding shall, automatically and without any action on the part of the respective holders thereof, be combined and converted into one share of Common Stock without increasing or decreasing the par value of each share of Common Stock (the “Reverse Split”); provided, however, that the Company shall issue no fractional shares of Common Stock as a result of the Reverse Split, but shall instead pay to any stockholder who would be entitled to receive a fractional share as a result of the actions set forth herein a sum in cash equal to the fair market value of the shares constituting such fractional share as determined by the Board of Directors of the Company. The Reverse Split shall occur whether or not the certificates representing such shares of Common Stock are surrendered to the Company or its transfer agent. The Reverse Split shall be effected on a record holder-by-record holder basis, such that any fractional shares of Common Stock resulting from the Reverse Split and held by a single record holder shall be aggregated.”
FOURTH: Thereafter, pursuant to a resolution of the Board of Directors, this Certificate of Amendment was submitted to the stockholders of the Company for their approval, and was duly adopted in accordance with the provisions of Sections 228 and 242 of the DGCL.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, TRACON Pharmaceuticals, Inc., has caused this Certificate of Amendment to be executed by its duly authorized officer as of January 16, 2015.
| /s/ Charles P. Theuer, M.D., Ph.D. |
| Charles P. Theuer, M.D., Ph.D. |
| President and Chief Executive Officer |
