Exhibit 3.1
CERTIFICATE OF AMENDMENT
OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF eFFECTOR THERAPEUTICS, INC.
eFFECTOR
Therapeutics, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify:
1. The name of the Corporation is eFFECTOR Therapeutics, Inc. The original Certificate of Incorporation of eFFECTOR Therapeutics, Inc. was filed with the
Secretary of State of Delaware on October 2, 2020.
2. This Certificate of Amendment hereby amends and restates the first two paragraphs of ARTICLE
IV of the Corporation’s Amended and Restated Certificate of Incorporation to read in its entirety as follows:
ARTICLE IV
CAPITAL STOCK
The Corporation is authorized to issue two classes of stock to be designated, respectively, “Common Stock” and
“Preferred Stock.” The total number of shares of capital stock which the Corporation shall have authority to issue is 140,000,000. The total number of shares of Common Stock that the Corporation is authorized to issue is 40,000,000, having
a par value of $0.0001 per share, and the total number of shares of Preferred Stock that the Corporation is authorized to issue is 100,000,000, having a par value of $0.0001 per share.
Effective at 12:01 a.m., Eastern Time, on January 12, 2024 (the “Effective Time”) pursuant to the DGCL of
this Certificate of Amendment of the Amended and Restated Certificate of Incorporation of the Corporation, as amended, each 25 shares of the Corporation’s common stock, par value $0.0001 per share, issued and outstanding immediately prior to
the Effective Time (the “Old Shares”) shall automatically be combined into one validly issued, fully paid and non-assessable share of common stock without any further action by the Corporation
or the holder thereof, subject to the treatment of fractional share interests as described below (the “Reverse Stock Split”). The Corporation shall not issue fractional shares in connection with the Reverse Stock Split. Holders of Old
Shares who would otherwise be entitled to receive a fraction of a share on account of the Reverse Stock Split shall receive, upon surrender of the stock certificates formerly representing the Old Shares, in lieu of such fractional share, an amount
in cash equal to the product of (1) the closing sale price per share of the common stock as reported by The Nasdaq Capital Market on the last trading day preceding the Effective Time by (2) the number of Old Shares held by such holder that
would otherwise have been exchanged for such fractional share interests.
3. This Certificate of Amendment was duly adopted in accordance with
Section 242 of the DGCL. The Board of Directors of the Corporation duly adopted resolutions setting forth and declaring advisable this Certificate of Amendment and directed that such amendment be considered by the stockholders of the
Corporation. An annual meeting of stockholders was duly called upon notice in accordance with Section 222 of the DGCL and held on June 22, 2023, at which meeting the necessary number of shares were voted in favor of such amendment. The
stockholders of the Corporation duly adopted this Certificate of Amendment.
IN WITNESS WHEREOF, this Certificate of Amendment of Amended and Restated
Certificate of Incorporation has been executed as of this 9th day January, 2024.
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| eFFECTOR THERAPEUTICS, INC. |
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| By: |
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/s/ Michael Byrnes |
| Name: |
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Michael Byrnes |
| Title: |
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Chief Financial Officer |