Exhibit 3.1
CERTIFICATE OF ELIMINATION
OF
SERIES D CONVERTIBLE PREFERRED STOCK AND
SERIES E CONVERTIBLE PREFERRED STOCK,
EACH A SERIES OF PREFERRED STOCK
OF
ALLENA PHARMACEUTICALS, INC.
(Pursuant to Section 151(g) of the
Delaware General Corporation Law)
ALLENA PHARMACEUTICALS, INC., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), does hereby certify that the following resolutions respecting Series D Convertible Preferred Stock, par value $0.001 per share (the “Series D Convertible Preferred Stock”), and Series E Convertible Preferred Stock, par value $0.001 per share (the “Series E Convertible Preferred Stock”), each a series of preferred stock of the Corporation, were duly adopted by the Corporation’s Board of Directors (the “Board of Directors”):
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| WHEREAS: | | On May 4, 2022, the Corporation filed a Certificate of Designation of Preferences, Rights and Limitations of Series D Convertible Preferred Stock (the “Series D Certificate of Designation”) with the Secretary of State of the State of Delaware pursuant to Section 151(g) of the Delaware General Corporation Law (the “DGCL”) designating 1,436.0688 shares of the Corporation’s authorized preferred stock as Series D Convertible Preferred Stock. |
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| WHEREAS: | | On May 4, 2022, the Corporation filed a Certificate of Designation of Preferences, Rights and Limitations of Series E Convertible Preferred Stock (the “Series E Certificate of Designation”) with the Secretary of State of the State of Delaware pursuant to Section 151(g) of the Delaware General Corporation Law (the “DGCL”) designating 1,436.0688 shares of the Corporation’s authorized preferred stock as Series E Convertible Preferred Stock. |
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| RESOLVED: | | That no shares of the Series D Convertible Preferred Stock are outstanding and that no shares of the Series D Convertible Preferred Stock will be issued subject to the Series D Certificate of Designation. |
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| RESOLVED: | | That no shares of the Series E Convertible Preferred Stock are outstanding and that no shares of the Series E Convertible Preferred Stock will be issued subject to the Series E Certificate of Designation. |
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| RESOLVED: | | That pursuant to the authority conferred upon the Board of Directors by the provisions of the Corporation’s Amended and Restated Certificate of Incorporation (as amended, the “Charter”) and by Section 151(g) of the DGCL, the Board of Directors hereby eliminates the Series D Convertible Preferred Stock authorized by the Corporation, none of which is currently outstanding and none of which will be issued in the future, and that all matters set forth in the Series D Certificate of Designation be eliminated from the Charter. |
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| RESOLVED: | | That pursuant to the authority conferred upon the Board of Directors by the provisions of the Charter and by Section 151(g) of the DGCL, the Board of Directors hereby eliminates the Series E Convertible Preferred Stock authorized by the Corporation, none of which is currently outstanding and none of which will be issued in the future, and that all matters set forth in the Series E Certificate of Designation be eliminated from the Charter. |
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