EXHIBIT 3.1
RESTATED
CERTIFICATE OF INCORPORATION
OF
ONCTERNAL THERAPEUTICS, INC.
(Pursuant to Section 245 of the General Corporation Law of the State of Delaware)
Oncternal Therapeutics, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify as follows:
FIRST: The name of the Corporation is Oncternal Therapeutics, Inc.
SECOND: The Corporation, which was originally known as GTx, Inc., originally filed its Certificate of Incorporation with the Secretary of State of the State of Delaware on September 4, 2003.
THIRD: The Restated Certificate of Incorporation hereby restates and integrates into a single instrument and does not further amend the provisions of the Corporation’s Certificate of Incorporation as thereto amended or supplemented, and there is no discrepancy between those provisions and the provisions of the restated certificate.
FOURTH: The Restated Certificate of Incorporation was duly adopted by the Board of Directors of the Corporation in accordance with the provisions of Section 245 of the General Corporation Law of the State of Delaware, setting forth this Restated Certificate of Incorporation and declaring this Restated Certificate of Incorporation to be advisable.
FIFTH: The Certificate of Incorporation of this Corporation is hereby restated in its entirety to read as follows:
The name of the corporation is Oncternal Therapeutics, Inc. (the “Corporation”).
The address of the Corporation’s registered office in the State of Delaware is:
251 Little Falls Drive
Wilmington, Delaware 19808
County of New Castle
The name of its registered agent at such address is The Prentice‑Hall Corporation System, Inc.
The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the Delaware General Corporation Law (“DGCL”).
Effective at 12:01 a.m., Eastern Time, on January 8, 2024 (the “Effective Time”) pursuant to the DGCL of this Certificate of Amendment of the Restated Certificate of Incorporation of the Corporation, as amended, each 20 shares of the Corporation’s common stock, par value $0.001 per share, issued and outstanding immediately prior to the Effective Time (the “Old Shares”) shall automatically be combined into one validly issued, fully paid and non-assessable share of common stock
without any further action by the Corporation or the holder thereof, subject to the treatment of fractional share interests as described below (the “Reverse Stock Split”). The Corporation shall not issue fractional shares in connection with the Reverse Stock Split. Holders of Old Shares who would otherwise be entitled to receive a fraction of a share on account of the Reverse Stock Split shall receive, upon surrender of the stock certificates formerly representing the Old Shares, in lieu of such fractional share, an amount in cash equal to the product of (1) the closing sale price per share of the common stock as reported by The Nasdaq Capital Market on the last trading day preceding the Effective Time by (2) the number of Old Shares held by such holder that would otherwise have been exchanged for such fractional share interests.
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The Board of Directors is expressly empowered to adopt, amend or repeal the Bylaws of the Corporation. Any adoption, amendment or repeal of the Bylaws of the Corporation by the Board of Directors shall require the approval of a majority of the directors then in office. The stockholders shall also have power to adopt, amend or repeal the Bylaws of the Corporation; provided, however, that, in addition to any vote of the holders of any class or series of stock of the Company required by law or by this Restated Certificate of Incorporation, the affirmative vote of the holders of at least sixty‑six and two‑thirds percent (66 ⅔%) of the voting power of all of the then‑outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to adopt, amend or repeal any provision of the Bylaws of the Corporation.
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IN WITNESS WHEREOF, this Restated Certificate of Incorporation, which restates and integrates the certificate of incorporation of the Corporation, and which has been duly adopted in accordance with Section 245 of the Delaware General Corporation Law, has been executed on behalf of Oncternal Therapeutics, Inc. by the undersigned officer, thereunto duly authorized, this 4th day of March, 2024.
Oncternal Therapeutics, Inc.
By: /s/ Chase Leavitt
Chase Leavitt
Secretary
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