Exhibit 3.2
CERTIFICATE OF AMENDMENT
OF THE
EIGHTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
APNIMED, INC.
Apnimed, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “General Corporation Law”),
DOES HEREBY CERTIFY:
1. That the name of the Corporation is Apnimed, Inc., and that the Corporation was originally incorporated pursuant to the General Corporation Law with the filing of the Certificate of Incorporation (the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware on June 19, 2017 under the name Apnimed, Inc., and that an Amended and Restated Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on June 25, 2018, a Second Amended and Restated Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on March 31, 2020, a Third Amended and Restated Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on March 12, 2021, a Fourth Amended and Restated Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on April 28, 2022, a Fifth Amended and Restated Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on December 22, 2022, a Certificate of Amendment No. 1 to the Fifth Amended and Restated Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on September 14, 2023, a Sixth Amended and Restated Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on October 31, 2023, a Certificate of Amendment No. 1 to the Sixth Amended and Restated Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on December 30, 2024, a Certificate of Amendment No. 2 to the Sixth Amended and Restated Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on February 24, 2025, a Seventh Amended and Restated Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on April 23, 2025, and an Eighth Amended and Restated Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on March 11, 2026 (“the Eighth Amended and Restated Certificate of Incorporation”).
2. That the Board of Directors of the Corporation duly adopted resolutions proposing to amend the Eighth Amended and Restated Certificate of Incorporation, declaring said amendment to be advisable and in the best interests of the Corporation and its stockholders, and authorizing the appropriate officers of the Corporation to solicit the consent of the stockholders therefor, which resolutions setting forth the proposed amendments are as follows:
RESOLVED, that the following is hereby inserted into Article FOURTH immediately before the first sentence therein: