EX-3.1
from S-1
3 pages
Certificate of Incorporation of TransCode Therapeutics, Inc. First: The Name of This Corporation Shall Be: TransCode Therapeutics, Inc. Second: Its Registered Office in the State of Delaware Is to Be Located At: 1209 Orange Street, in the City of Wilmington, County Ofnew Castle, 19801, and Its Registered Agent at Such Address Is: The Corporation Trust Company. Third: The Purpose or Purposes of the Corporation Shall Be: To Carry on Any and All Business and to Engage in Any Lawful Act or Activity for Which Corporations May Be Organized Under the General Corporation Law of Delaware. Fourth: The Total Number of Shares of Stock Which This Corporation Is Authorized to Issue Is: Ten Million (10,000,000) Shares of Common Stock, Par Value $0.0001 Per Share. Fifth: The Name and Mailing Address Ofthe Sole Incorporator Is as Follows: Name Mailing Address Robert Michael Dudley 1241 Adams Street Apt 603 Boston, Ma 02124 Sixth: In Furtherance and Not in Limitation of the Powers Conferred by the Laws of the State of Delaware, the Board of Directors Is Expressly Authorized to Adopt, Amend or Repeal the By-Laws of the Corporation. Seventh: Elections of Directors Need Not Be by Written Ballot Unless the By-Laws of the Corporation Shall So Provide. Eighth: A Director Ofthe Corporation Shall Not Be Personally Liable to the Corporation or Its Stockholders for Monetary Damages for Breach of Fiduciary Duty as a Director, Except for Liability (I) for Any Breach of the Director's Duty of Loyalty to the Corporation or Its Stockholders, (II) for Acts or Omissions Not in Good Faith or Which Involve Intentional Misconduct or a Knowing Violation of Law, (III) Under Section 174 of the Delaware General Corporation Law, or (IV) for Any Transaction From Which the Director Derived Any Improper Personal Benefit. if the Delaware
12/34/56
