Exhibit 3.1
AMENDED AND RESTATED BY-LAWS
OF
SYNTHETIC BIOLOGICS, INC.
(a Nevada corporation)
Adopted and Effective: July 11, 2022
ARTICLE 1
STOCKHOLDERS
1.01 Annual Meetings
.. An annual meeting of stockholders shall be held for the election of Directors at such date, time and place either within or without
the State of Nevada as may be designated by the Board of Directors from time to time. Any other proper business may be transacted at the
annual meeting.
1.02 Special
Meetings . Special meetings of stockholders may be called at any time by the Chairman of the Board, if any, the Vice Chairman of the
Board, if any, or the President to be held at such date, time and place either within or without the State of Nevada as may be stated
in the notice of the meeting. A special meeting of stockholders shall be called by the Secretary within 120 days of his or her receipt
of a written request, stating the purpose of the meeting, of stockholders who together own of record a majority of the outstanding shares
of each class of stock entitled to vote at such meeting.
1.03 Notice of Meetings
.. Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given which
shall state the place, date and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting
is called. Unless otherwise provided by law, the written notice of any meeting shall be given not less than ten nor more than sixty days
before the date of the meeting to each stockholder entitled to vote at such meeting. If mailed, such notice shall be deemed to be given
when deposited in the United States mail, postage prepaid, directed to the stockholder at such stockholder’s address as it appears
on the records of the Corporation.
1.04 Adjournments
.. Any meeting of stockholders, annual or special, may adjourn from time to time to reconvene at the same or some other place, and notice
need not be given of any such adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is
taken. At the adjourned meeting the Corporation may transact any business which might have been transacted at the original meeting. If
the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice
of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.
1.05 Quorum
.. At each meeting of stockholders, except where otherwise provided by law, the presence in person or by proxy of the holders of shares
of stock having one-third (1/3) of the voting power of the shares of stock entitled to vote at the meeting shall be necessary and sufficient
to constitute a quorum. In the absence of a quorum the stockholders so present may, by majority vote, adjourn the meeting from time to
time in the manner provided by Section 1.04 of these by-laws until a quorum shall attend. Shares of its own capital stock belonging on
the record date for the meeting to the Corporation or to another corporation, if a majority of the shares entitled to vote in the election
of directors of such other corporation is held, directly or indirectly, by the Corporation, shall neither be entitled to vote nor be counted
for quorum purposes; provided, however, that the foregoing shall not limit the right of the Corporation to vote stock, including but not
limited to its own stock, held by it in a fiduciary capacity.
1.06 Organization
.. Meetings of stockholders shall be presided over by the Chairman of the Board, if any, or in the absence of the Chairman of the Board
by the Vice Chairman of the Board, if any, or in the absence of the Vice Chairman of the Board by the President, or in the absence of
the President by a Vice President, or in the absence of the foregoing persons by a chairman designated by the Board of Directors, or in
the absence of such designation by a chairman chosen at the meeting. The Secretary, or in the absence of the Secretary an Assistant Secretary,
shall act as secretary of the meeting, but in the absence of the Secretary and any Assistant Secretary the chairman of the meeting may
appoint any person to act as secretary of the meeting.
1.07 Voting; Proxies
.. Unless otherwise provided in the articles of incorporation, each stockholder entitled to vote at any meeting of stockholders shall be
entitled to one vote for each share of stock held by such stockholder which has voting power upon the matter in question. If the articles
of incorporation provides for more or less than one vote for any share on any matter, every reference in these by-laws to a majority or
other proportion of stock shall refer to such majority or other proportion of the votes of such stock. Each stockholder entitled to vote
at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person
or persons to act for such stockholder by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless
the proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only
as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A stockholder may revoke any proxy which
is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or another duly
executed proxy bearing a later date with the Secretary of the Corporation. Voting at meetings of stockholders need not be by written ballot
and need not be conducted by inspectors unless the holders of a majority of the outstanding shares of all classes of stock entitled to
vote thereon present in person or by proxy at such meeting shall so determine. At all meetings of stockholders for the election of directors
a plurality of the votes cast shall be sufficient to elect. With respect to other matters, unless otherwise provided by law or by the
articles of incorporation or these by-laws, the affirmative vote of the holders of a majority of the shares of all classes of stock present
in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the stockholders, provided
that (except as otherwise required by law or by the articles of incorporation) the Board of Directors may require a larger vote upon any
such matter. Where a separate vote by class is required, the affirmative vote of the holders of a majority of the shares of each class
present in person or represented by proxy at the meeting shall be the act of such class, except as otherwise provided by law or by the
articles of incorporation or these by-laws.
1.08 Fixing Date
for Determination of Stockholders of Record . In order that the Corporation may determine the stockholders entitled to notice of or
to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting,
or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix,
in advance, a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty
days prior to any other action. If no record date is fixed: (1) the record date for determining stockholders entitled to notice of or
to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or,
if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; (2) the record date for
determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the Board
is necessary, shall be the day on which the first written consent is expressed; and (3) the record date for determining stockholders for
any other purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto. A determination
of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board may fix a new record date for the adjourned meeting.
1.09 List of Stockholders
Entitled to Vote . The Secretary shall prepare and make, at least ten days before every meeting of stockholders, a complete list of
the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the
number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within
the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the
place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole
time thereof and may be inspected by any stockholder who is present.
1.10 Consent of
Stockholders in Lieu of Meeting . Any action required by law to be taken at any annual or special meeting of stockholders of the Corporation,
or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior
notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock
having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous
written consent shall be given to those stockholders who have not consented in writing.
ARTICLE 2
BOARD OF DIRECTORS
2.01 Powers; Number;
Qualifications . The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors,
except as may be otherwise provided by law or in the articles of incorporation. The Board shall consist of one or more members, the number
thereof to be determined from time to time by the Board. Directors need not be stockholders.
2.02 Election; Term
of Office; Resignation; Removal; Vacancies . Each director shall hold office until the annual meeting of stockholders next succeeding
his or her election and until his or her successor is elected and qualified or until his or her earlier resignation or removal. Any director
may resign at any time upon written notice to the Board of Directors or to the President or the Secretary of the Corporation. Such resignation
shall take effect at the time specified therein, and unless otherwise specified therein no acceptance of such resignation shall be necessary
to make it effective. Any director or the entire Board of Directors may be removed, with or without cause, by the holders of a majority
of the shares then entitled to vote at an election of directors; except that, if the articles of incorporation provides for cumulative
voting and less than the entire Board is to be removed, no director may be removed without cause if the votes cast against his or her
removal would be sufficient to elect him or her if then cumulatively voted at an election of the entire Board, or, if there be classes
of directors, at an election of the class of directors of which he or she is a part. Whenever the holders of any class or series of stock
are entitled to elect one or more directors by the provisions of the articles of incorporation, the provisions of the preceding sentence
shall apply, in respect to the removal without cause of a director or directors so elected, to the vote of the holders of the outstanding
shares of that class or series and not to the vote of the outstanding shares as a whole. Unless otherwise provided in the articles of
incorporation or these by-laws, vacancies and newly created directorships resulting from any increase in the authorized number of directors
elected by all of the stockholders having the right to vote as a single class or from any other cause may be filled by a majority of the
directors then in office, although less than a quorum, or by the sole remaining director. Whenever the holders of any class or classes
of stock or series thereof are entitled to elect one or more directors by the provisions of the articles of incorporation, vacancies and
newly created directorships of such class or classes or series may be filled by a majority of the directors elected by such class or classes
or series thereof then in office, or by the sole remaining director so elected.
2.03 Regular Meetings
.. Regular meetings of the Board of Directors may be held at such places within or without the State of Nevada and at such times as the
Board may from time to time determine, and if so determined notice thereof need not be given.
2.04 Special Meetings
.. Special meetings of the Board of Directors may be held at any time or place within or without the State of Nevada whenever called by
the Chairman of the Board, if any, by the Vice Chairman of the Board, if any, by the President or by any two directors. Reasonable notice
thereof shall be given by the person or persons calling the meeting.
2.05 Participation
in Meetings by Conference Telephone Permitted . Unless otherwise restricted by the articles of incorporation or these by-laws, members
of the Board of Directors, or any committee designated by the Board, may participate in a meeting of the Board or of such committee, as
the case may be, by means of conference telephone or similar communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting pursuant to this by-law shall constitute presence in person at such meeting.
2.06 Quorum; Vote
Required for Action . At all meetings of the Board of Directors one-third of the entire Board shall constitute a quorum for the transaction
of business. The vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board unless
the articles of incorporation or these by-laws shall require a vote of a greater number. In case at any meeting of the Board a quorum
shall not be present, the members of the Board present may adjourn the meeting from time to time until a quorum shall attend.
2.07 Organization
.. Meetings of the Board of Directors shall be presided over by the Chairman of the Board, if any, or in the absence of the Chairman of
the Board by the Vice Chairman of the Board, if any, or in the absence of the Vice Chairman of the Board by the President, or in their
absence by a chairman chosen at the meeting. The Secretary, or in the absence of the Secretary an Assistant Secretary, shall act as secretary
of the meeting, but in the absence of the Secretary and any Assistant Secretary the chairman of the meeting may appoint any person to
act as secretary of the meeting.
2.08 Action by Directors
Without a Meeting . Any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof,
may be taken without a meeting if all members of the Board or of such committee, as the case may be, consent thereto in writing, and the
writing or writings are filed with the minutes of proceedings of the Board or committee.
2.09 Compensation
of Directors . The Board of Directors shall have the authority to fix the compensation of directors.
ARTICLE 3
COMMITTEES
3.01 Committees
.. The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee
to consist of one or more of the directors of the Corporation. The Board may designate one or more directors as alternate members of any
committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a
member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member
or members constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in place of any such absent
or disqualified member. Any such committee, to the extent provided in the resolution of the Board, shall have and may exercise all the
powers and authority of the Board in the management of the business and affairs of the Corporation, and may authorize the seal of the
Corporation to be affixed to all papers which may require it; but no such committee shall have power or authority in reference to amending
the articles of incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange
of all or substantially all of the Corporation’s property and assets, recommending to the stockholders a dissolution of the Corporation
or a revocation of dissolution, removing or indemnifying directors or amending these by-laws; and, unless the resolution expressly so
provides, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock.
3.02 Committee Rules
.. Unless the Board of Directors otherwise provides, each committee designated by the Board may adopt, amend and repeal rules for the conduct
of its business. In the absence of a provision by the Board or a provision in the rules of such committee to the contrary, a majority
of the entire authorized number of members of such committee shall constitute a quorum for the transaction of business, the vote of a
majority of the members present at a meeting at the time of such vote if a quorum is then present shall be the act of such committee,
and in other respects each committee shall conduct its business in the same manner as the Board conducts its business pursuant to Article
II of these by-laws.
ARTICLE 4
OFFICERS
4.01 Officers; Election
.. As soon as practicable after the annual meeting of stockholders in each year, the Board of Directors shall elect a President and a Secretary,
and it may, if it so determines, elect from among its members a Chairman of the Board and a Vice Chairman of the Board.
4.02 The Board may
also elect one or more Vice Presidents, one or more Assistant Vice Presidents, one or more Assistant Secretaries, a Treasurer and one
or more Assistant Treasurers and such other officers as the Board may deem desirable or appropriate and may give any of them such further
designations or alternate titles as it considers desirable. Any number of offices may be held by the same person.
4.03 Term of office;
Resignation; Removal; Vacancies . Except as otherwise provided in the resolution of the Board of Directors electing any officer, each
officer shall hold office until the first meeting of the Board after the annual meeting of stockholders next succeeding his or her election,
and until his or her successor is elected and qualified or until his or her earlier resignation or removal. Any officer may resign at
any time upon written notice to the Board or to the President or the Secretary of the Corporation. Such resignation shall take effect
at the time specified therein, and unless otherwise specified therein no acceptance of such resignation shall be necessary to make it
effective. The Board may remove any officer with or without cause at any time. Any such removal shall be without prejudice to the contractual
rights of such officer, if any, with the Corporation, but the election of an officer shall not of itself create contractual rights. Any
vacancy occurring in any office of the Corporation by death, resignation, removal or otherwise may be filled for the unexpired portion
of the term by the Board at any regular or special meeting.
4.04 Chairman of
the Board . The Chairman of the Board, if any, shall preside at all meetings of the Board of Directors and of the stockholders at
which he or she shall be present and shall have and may exercise such powers as may, from time to time, be assigned to him or her by the
Board and as may be provided by law. The Chairman of the Board may be, but also need not be, an officer of the Corporation
or employed in an executive or any other capacity by the Corporation.
4.05 Vice Chairman
of the Board . In the absence of the Chairman of the Board, the Vice Chairman of the Board, if any, shall preside at all meetings
of the Board of Directors and of the stockholders at which he or she shall be present and shall have and may exercise such powers as may,
from time to time, be assigned to him or her by the Board and as may be provided by law.
4.06 President
.. In the absence of the Chairman of the Board and Vice Chairman of the Board, the President shall preside at all meetings of the Board
of Directors and of the stockholders at which he or she shall be present. The President shall be the chief executive officer and shall
have general charge and supervision of the business of the Corporation and, in general, shall perform all duties incident to the office
of president of a corporation and such other duties as may, from time to time, be assigned to him or her by the Board or as may be provided
by law.
4.07 Vice Presidents
.. The Vice President or Vice Presidents, at the request or in the absence of the President or during the President’s inability to
act, shall perform the duties of the President, and when so acting shall have the powers of the President. If there be more than one Vice
President, the Board of Directors may determine which one or more of the Vice Presidents shall perform any of such duties; or if such
determination is not made by the Board, the President may make such determination; otherwise any of the Vice Presidents may perform any
of such duties. The Vice President or Vice Presidents shall have such other powers and shall perform such other duties as may, from time
to time, be assigned to him or her or them by the Board or the President or as may be provided by law.
4.08 Secretary
.. The Secretary shall have the duty to record the proceedings of the meetings of the stockholders, the Board of Directors and any committees
in a book to be kept for that purpose, shall see that all notices are duly given in accordance with the provisions of these by-laws or
as required by law, shall be custodian of the records of the Corporation, may affix the corporate seal to any document the execution of
which, on behalf of the Corporation, is duly authorized, and when so affixed may attest the same, and, in general, shall perform all duties
incident to the office of secretary of a corporation and such other duties as may, from time to time, be assigned to him or her by the
Board or the President or as may be provided by law.
4.09 Treasurer
.. The Treasurer shall have charge of and be responsible for all funds, securities, receipts and disbursements of the Corporation and shall
deposit or cause to be deposited, in the name of the Corporation, all moneys or other valuable effects in such banks, trust companies
or other depositories as shall, from time to time, be selected by or under authority of the Board of Directors. If required by the Board,
the Treasurer shall give a bond for the faithful discharge of his or her duties, with such surety or sureties as the Board may determine.
The Treasurer shall keep or cause to be kept full and accurate records of all receipts and disbursements in books of the Corporation,
shall render to the President and to the Board, whenever requested, an account of the financial condition of the Corporation, and, in
general, shall perform all the duties incident to the office of treasurer of a corporation and such other duties as may, from time to
time, be assigned to him or her by the Board or the President or as may be provided by law.
4.10 Other Officers
.. The other officers, if any, of the Corporation shall have such powers and duties in the management of the Corporation as shall be stated
in a resolution of the Board of Directors which is not inconsistent with these by-laws and, to the extent not so stated, as generally
pertain to their respective offices, subject to the control of the Board. The Board may require any officer, agent or employee to give
security for the faithful performance of his or her duties.
ARTICLE 5
STOCK
5.01 Certificates
.. Every holder of stock in the Corporation shall be entitled to have a certificate signed by or in the name of the Corporation by the
Chairman or Vice Chairman of the Board of Directors, if any, or the President or a Vice President, and by the Treasurer or an Assistant
Treasurer, or the Secretary or an Assistant Secretary, of the Corporation, certifying the number of shares owned by such holder in the
Corporation. If such certificate is manually signed by one officer or manually countersigned by a transfer agent or by a registrar, any
other signature on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile
signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate
is issued, it may be issued by the Corporation with the same effect as if such person were such officer, transfer agent or registrar at
the date of issue.
5.02 Lost, Stolen
or Destroyed Stock Certificates; Issuance of New Certificates . The Corporation may issue a new certificate of stock in the place
of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Corporation may require the owner
of the lost, stolen or destroyed certificate, or such owner’s legal representative, to give the Corporation a bond sufficient to
indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate
or the issuance of such new certificate.
ARTICLE 6
MISCELLANEOUS
6.01 Fiscal Year
.. The fiscal year of the Corporation shall be determined by the Board of Directors.
6.02 Seal .
The Corporation may have a corporate seal which shall have the name of the Corporation inscribed thereon and shall be in such form as
may be approved from time to time by the Board of Directors. The corporate seal may be used by causing it or a facsimile thereof to be
impressed or affixed or in any other manner reproduced.
6.03 Waiver of Notice
of Meetings of Stockholders, Directors and Committees . Whenever notice is required to be given by law or under any provision of the
articles of incorporation or these by-laws, a written waiver thereof, signed by the person entitled to notice, whether before or after
the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice
of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the
purpose of, any regular or special meeting of the stockholders, directors, or members of a committee of directors need be specified in
any written waiver of notice unless so required by the articles of incorporation or these by-laws.
6.04 Indemnification
of Directors, Officers and Employees . The Corporation shall indemnify to the full extent authorized by law any person made or threatened
to be made a party to any action, suit or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact
that such person or such person’s testator or intestate is or was a director, officer or employee of the Corporation or serves or
served at the request of the Corporation any other enterprise as a director, officer or employee. For purposes of this by-law, the term
Corporation” shall include any predecessor of the Corporation and any constituent corporation (including any constituent of a constituent)
absorbed by the Corporation in a consolidation or merger; the term ‘other enterprise‘ shall include any corporation, partnership,
joint venture, trust or employee benefit plan; service ‘at the request of the Corporation‘ shall include service as a director,
officer or employee of the Corporation which imposes duties on, or involves services by, such director, officer or employee with respect
to an employee benefit plan, its participants or beneficiaries; any excise taxes assessed on a person with respect to an employee benefit
plan shall be deemed to be indemnifiable expenses; and action by a person with respect to an employee benefit plan which such person reasonably
believes to be in the interest of the participants and beneficiaries of such plan shall be deemed to be action not opposed to the best
interests of the Corporation.
6.05 Interested
Directors; Quorum . No contract or transaction between the Corporation and one or more of its directors or officers, or between the
Corporation and any other corporation, partnership, association or other organization in which one or more of its directors or officers
are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director
or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or
transaction, or solely because his or her or their votes are counted for such purpose, if: (1) the material facts as to his or her relationship
or interest and as to the contract or transaction are disclosed or are known to the Board or the committee, and the Board or committee
in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though
the disinterested directors be less than a quorum; or (2) the material facts as to his or her relationship or interest and as to the contract
or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically
approved in good faith by vote of the stockholders; or (3) the contract or transaction is fair as to the Corporation as of the time it
is authorized, approved or ratified, by the Board, a committee thereof or the stockholders. Common or interested directors may be counted
in determining the presence of a quorum at a meeting of the Board or of a committee which authorizes the contract or transaction.
6.06 Form of Records
.. Any records maintained by the Corporation in the regular course of its business, including its stock ledger, books of account and minute
books, may be kept on, or be in the form of, punch cards, magnetic tape, photographs, microphotographs or any other information storage
device, provided that the records so kept can be converted into clearly legible form within a reasonable time. The Corporation shall so
convert any records so kept upon the request of any person entitled to inspect the same.
6.07 Amendment of
By-Laws . These by-laws may be amended or repealed, and new by-laws adopted, by the Board of Directors, but the stockholders entitled
to vote may adopt additional by-laws and may amend or repeal any by-laws whether adopted by them or otherwise.
