Exhibit 3.2
STATE OF DELAWARE
CERTIFICATE OF CORRECTION
OncoGenex Pharmaceuticals, Inc., a corporation organized and existing under and by virtue of the
General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:
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1. |
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The name of the corporation is OncoGenex Pharmaceuticals, Inc. |
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2. |
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A Certificate of Amendment of Certificate of Incorporation (the Certificate
of Amendment) was filed with the Secretary of State of Delaware on May 7, 2004 and
said Certificate of Amendment requires correction as permitted by Section 103 of the
General Corporation Law of the State of Delaware. |
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The inaccuracy or defect to be corrected in said Certificate of Amendment is
as follows: |
The third paragraph of said Certificate of Amendment is inaccurate because it
inadvertently stated that the first two sentences of Article IV of the
Corporations Amended and Restated Certificate of Incorporation were to be amended,
rather than just the first sentence.
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The third paragraph of said Certificate of Amendment is corrected to read as
follows: |
RESOLVED, that the first sentence of the text of Article IV of the Corporations
Amended and Restated Certificate of Incorporation be amended to read as follows:
This Corporation is authorized to issue two classes of stock to be designated respectively, Common Stock and Preferred Stock. The total
number of shares of all classes of stock which the Corporation shall have
authority to issue is 80,000,000, of which (i) 75,000,000 shares shall be
designated Common Stock and shall have a par value of $.001 per share; and
(ii) 5,000,000 shares shall be designated Preferred Stock and shall have a
par value of $.001 per share.
IN WITNESS WHEREOF, OncoGenex Pharmaceuticals, Inc., has caused this Certificate of Correction to
be signed by Stephen Anderson, its Chief Financial Officer and Secretary, this 9th day of March,
2009.
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By: |
s/ STEPHEN ANDERSON
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Stephen Anderson |
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Chief Financial Officer and
Secretary |
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