STATE OF DELAWARE
CERTIFICATE OF AMENDMENT
OF CERTIFICATE OF INCORPORATION
GT Biopharma, Inc., a corporation organized and existing under and
by virtue of the General Corporation Law of the State of Delaware
(the “Corporation”), does hereby
certify:
FIRST: That the Board of Directors of the Corporation duly adopted
a resolution by the unanimous written consent of its members
proposing and declaring fair, reasonable and advisable and in the
best interest of the Company and its stockholders the
following amendment to the Restated Certificate of Incorporation of the
Corporation (as amended, the “Certificate of
Incorporation”) and recommending that the stockholders of the
Corporation consider and approve the resolution. The resolution
setting forth the proposed amendment is as follows:
RESOLVED, that the Certificate of Incorporation be amended by
replacing in its entirety the first paragraph of Article FOURTH so
that, as amended, the paragraph shall be and read as
follows:
“I. COMMON STOCK
Upon this Certificate of Amendment becoming effective pursuant to
the Delaware General Corporation Law at 5:30 p.m., Eastern time, on
February 10, 2021 (the “Effective Time”), each 17
shares of Common Stock issued and outstanding (the “Old
Common Stock”) immediately prior to the Effective Time shall
automatically without further action on the part of the Company or
any holder of Old Common Stock, be combined and changed into one
(1) duly authorized, fully paid and non-assessable share of
new common stock (the
“New Common Stock”) (the “Stock Combination”). From and after the
Effective Time, certificates representing the Old Common Stock
shall represent the number of whole shares of New Common Stock into
which such Old Common Stock shall have been combined pursuant to
this Certificate of Amendment. There shall be no fractional shares
issued with respect to the New Common Stock. In lieu thereof, the
aggregate of all fractional shares otherwise issuable to the
holders of record of Old Common Stock shall be issued to the
Corporation’s transfer agent (the “Transfer
Agent”), as agent, for
the accounts of all holders of record of Old Common Stock otherwise
entitled to have a fraction of a share issued to them. The sale of
all fractional interests will be effected by the Transfer Agent as
soon as practicable after the Effective Time on the basis of
prevailing market prices of the applicable New Common Stock at the
time of sale. After such sale and upon the surrender of the
stockholders’ stock certificates, the Transfer Agent will pay
to such holders of record their pro rata share of the net proceeds
derived from the sale of the fractional interests. After giving
effect to the Stock Combination, the Company is authorized to issue
a total of 750,000,000 shares of Common Stock, $0.001 par value per
share. Dividends may be paid on the Common Stock as and when and if
declared by the Board of Directors, out of any funds of the Company
legally available for the payment of such dividends, and each share
of Common Stock will be entitled to one vote on all matters on
which such stock is entitled to vote.”
SECOND: That in lieu of a meeting and vote of all of the
stockholders, the stockholders holding shares representing no less
than the majority of voting power with respect to the matters to be
acted upon (inclusive of holders of outstanding shares of Common
Stock entitled to vote, or outstanding shares of
Preferred Stock entitled to vote on an
as converted basis or otherwise, voting together as a single class)
have given consent to said amendment in accordance with the provisions of
Section 228 of the General Corporation Law of the State of
Delaware.
THIRD: That said amendment was
duly adopted in accordance with the provisions of Section 242 of
the General Corporation Law of the State of
Delaware.
IN WITNESS WHEREOF, said corporation has caused this certificate to be
signed this 9th day of February, 2021.
By: /s/ Michael
Handelman
Name: Michael Handelman
Title: Chief Financial Officer