Exhibit 3.1
SECOND AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
APOGEE THERAPEUTICS, INC.
FIRST: The name of the
corporation is Apogee Therapeutics, Inc. (hereinafter, the “Corporation”).
SECOND: The address of the
Corporation’s registered office in the State of Delaware is c/o Corporate Creations Network Inc., 1521 Concord Pike, Suite 201, Wilmington, DE 19803, New Castle County, USA, and the name of its registered agent at such address is Corporate
Creations Network Inc.
THIRD: The purpose of the
Corporation is to engage in any lawful act or activity for which a corporation may be organized under the Delaware General Corporation Law (“DGCL”).
FOURTH: The total number of
shares of stock which the Corporation shall have authority to issue is 1,000 shares of common stock, par value $0.001 per share.
FIFTH: The business and affairs
of the Corporation shall be managed by or under the direction of the board of directors, and the directors need not be elected by written ballot unless required by the bylaws of the Corporation.
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 make, amend or repeal the bylaws or adopt new bylaws without any action on the part of the stockholders of the Corporation;
provided that any by-law adopted or amended by the board of directors, and any powers thereby conferred, may be amended, altered or repealed by the stockholders of the Corporation.
SEVENTH: To the fullest extent
permitted by the DGCL as the same exists or may hereafter be amended, no director or officer of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or
officer, as applicable. Solely for purposes of this Article VII, “officer” shall have the meaning provided in Section 102(b)(7) of the DGCL. Any amendment, alteration or repeal of this Article VII that adversely affects any right of a director or
officer shall be prospective only and shall not limit or eliminate any such right with respect to any proceeding involving any occurrence or alleged occurrence of any action or omission to act that took place prior to such amendment, alteration or
repeal.
EIGHTH: To the extent allowed by
Delaware law, the doctrine of corporate opportunity, or any other analogous doctrine, shall not apply with respect to the Corporation or any of its directors or stockholders and the Corporation renounces any expectancy that any of the directors or
stockholders of the Corporation will offer any such corporate opportunity of which he or she may become aware to the Corporation, except, the doctrine of corporate opportunity shall apply with respect to any of the directors or stockholders of the
Corporation that are employees, consultants or officers of the Corporation.
NINTH: The Corporation reserves
the right to amend and repeal any provision contained in this Certificate of Incorporation in the manner from time to time as prescribed by the laws of the State of Delaware. All rights herein conferred are granted subject to this reservation.