Exhibit 3.4
Certificate of amendment
to
Certificate of Incorporation
of
Jupiter Neurosciences, Inc.
Jupiter Neurosciences, Inc. (hereinafter referred to as the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows:
FIRST: The date of filing of the original Certificate of Incorporation of the Corporation with the Secretary of State of the State of Delaware is January 1, 2016 (the “Certificate”).
SECOND: Section IV of the Certificate is hereby amended and restated in its entirety to provide as follows:
| (a) | Classes and Number of Shares. The total number of shares of all classes of stock, which the Corporation shall have authority to issue shall be Forty Five Million (45,000,000) shares of common stock, par value of $0.0001 per share (the “Common Stock”) and Five Million (5,000,000) shares of preferred stock, par value of $0.0001 per share (the “Preferred Stock”). | |
| (b) | Classes of Preferred Stock. The powers, preferences, rights, qualifications, limitations and restrictions pertaining to the Preferred Stock, or any series thereof, shall be such as may be fixed, from time to time, by the Board of Directors (the “Board”) in its sole discretion, authority to do so being hereby expressly vested in the Board. The authority of the Board with respect to each such series of Preferred Stock will include, without limiting the generality of the foregoing, the determination of any or all of the following: |
| (i) | The number of shares of any series and the designation to distinguish the shares of such series from the shares of all other series; | |
| (ii) | the voting powers, if any, of the shares of such series and whether such voting powers are full or limited; | |
| (iii) | the redemption provisions, if any, applicable to such series, including the redemption price or prices to be paid; | |
| (iv) | whether dividends, if any, will be cumulative or noncumulative, the dividend rate or rates of such series and the dates and preferences of dividends on such series; | |
| (v) | the rights of such series upon the voluntary or involuntary dissolution of, or upon any distribution of the assets of, the Corporation; | |
| (vi) | the provisions, if any, pursuant to which the shares of such series are convertible into, or exchangeable for, shares of any other class or classes or of any other series of the same or any other class or classes of stock, or any other security, of the Corporation or any other corporation or other entity, and the rates or other determinants of conversion or exchange applicable thereto; | |
| (vii) | the right, if any, to subscribe for or to purchase any securities of the Corporation or any other corporation or other entity; | |
| (viii) | the provisions, if any, of a sinking fund applicable to such series; and | |
| (ix) | any other relative, participating, optional or other powers, preferences or rights, and any qualifications, limitations or restrictions thereof, of such series. |
THIRD: The remaining provisions of the Certificate not affected by the aforementioned amendments shall remain in full force and not be affected by this Certificate of Amendment.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be executed by its duly authorized officer as of November 19, 2021
| By: | /s/ Christer Rosén | |
| Christer Rosén | ||
| Chief Executive Officer | ||
