EX-3.1 2 d570930dex31.htm EX-3.1 EX-3.1

Exhibit 3.1

CERTIFICATE OF AMENDMENT

TO

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION, AS AMENDED

OF

SPERO THERAPEUTICS, INC.

It is hereby certified that:

 

FIRST:  

The name of the corporation is Spero Therapeutics, Inc. (the “Corporation”).

 

SECOND:  

The Amended and Restated Certificate of Incorporation of the Corporation, filed on November 6, 2017, as amended by that certain Certificate of Amendment to the Restated Certificate of Incorporation, filed on August 17, 2021 (collectively, the “Amended and Restated Certificate of Incorporation”) is hereby amended, effective as of October 6, 2023, by striking out the Article Seventh in its entirety and by substituting in lieu thereof the following:

 

 

“SEVENTH: Except to the extent that the General Corporation Law of the State of Delaware prohibits the elimination or limitation of liability of directors or officers for breaches of fiduciary duty, no director or officer of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty as a director or officer, notwithstanding any provision of law imposing such liability. No amendment to or repeal of this provision shall apply to or have any effect on the liability or alleged liability of any director or officer of the Corporation for or with respect to any acts or omissions of such director or officer occurring prior to such amendment or repeal. If the General Corporation Law of the State of Delaware is amended to permit further elimination or limitation of the personal liability of directors or officers, then the liability of a director or officer of the Corporation shall be eliminated or limited to the fullest extent permitted by the General Corporation Law of the State of Delaware as so amended.”

 

THIRD:  

The Amended and Restated Certificate of Incorporation is hereby amended, effective as of October 6, 2023, by striking out the Article Twelfth in its entirety and by substituting in lieu thereof the following:

 

“TWELFTH: (a) Unless the Corporation consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law or this Certificate of Incorporation or the Bylaws of the Corporation (in each case, as they may be amended from time to time), or (iv) any action asserting a claim governed by the internal affairs doctrine shall be the Court of Chancery in the State of Delaware (or, if the Court of Chancery does not have jurisdiction, the federal district court for the District of Delaware). Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Article TWELFTH. This paragraph (a) of Article TWELFTH does not apply to claims arising under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, or any other claim for which the federal courts have exclusive jurisdiction.

 

(b) Unless the Corporation consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall, to the fullest extent permitted by law, be the sole and exclusive forum for the resolution of any claims arising under the Securities Act of 1933, as amended.”

FOURTH:   The amendment of the Amended and Restated Certificate of Incorporation herein certified has been duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

EXECUTED, effective as of this 6th day of October, 2023.


SPERO THERAPEUTICS, INC.
By:   /s/ Satyavrat Shukla
  Satyavrat Shukla
  President and Chief Executive Officer