Exhibit 3.1

amendment hereto, including (but without limiting the generality of the foregoing) the following:

(a) The distinctive designation of such series and the number of shares which shall constitute such series, which number may be increased (except where otherwise provided by the Board of Directors in creating such series) or decreased (but not below the number of shares thereof then outstanding) from time to time by resolution of the Board of Directors; and

(b) The rate and manner of payment of dividends payable on shares of such series, including the dividend rate, date of declaration and payment, whether dividends shall be cumulative, and the conditions upon which and the date from which such dividends shall be cumulative; and

(c) Whether shares of such series shall be redeemed, the time or times when, and the price or prices at which, shares of such series shall be redeemable, the redemption price, the terms and conditions of redemption, and the sinking fund provisions, if any, for the purchase or redemption of such shares; and

(d) The amount payable on shares of such series and the rights of holders of such shares in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation; and

(e) The rights, if any, of the holders of shares of such series to convert such shares into, or exchange such shares for, shares of Common Stock, other securities, or shares of any other class or series of Preferred Stock and the terms and conditions of such conversion or exchange; and

(f) The voting rights, if any, and whether full or limited, of the shares of such series, which may include no voting rights, one vote per share, or such higher number of votes per share as may be designated by the Board of Directors; and

(g) The preemptive or preferential rights, if any, of the holders of shares of such series to subscribe for, purchase, receive, or otherwise acquire any part of any new or additional issue of stock of any class, whether now or hereafter authorized, or of any bonds, debentures, notes, or other securities of the Corporation, whether or not convertible into shares of stock with the Corporation.

(2) Except in respect of the relative rights and preferences that may be provided by the Board of Directors as hereinbefore provided, all shares of Preferred Stock shall be identical, and each share of a series shall be identical in all respects with the other shares of the same series. When payment of the consideration for which shares of Preferred Stock are to be issued shall have been received by the Corporation, such shares shall be deemed to be fully paid and nonassessable.

C.   Common Stock Voting Rights.

Each record holder of Common Stock shall be entitled to one vote for each share held.

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Holders of Common Stock shall have no cumulative voting rights in any election of directors of the Corporation.

ARTICLE V

The number of directors of this Corporation shall be the number from time to time fixed by or in the manner provided in the by-laws, but at no time shall said number of directors be less than one (1).

ARTICLE VI

The personal liability of the directors of the Corporation is hereby eliminated to the fullest extent permitted by the Statutes of the State of Delaware, as the same may be amended and supplemented.

ARTICLE VII

The Corporation shall, to the fullest extent permitted by the Statutes of the State of Delaware, as the same may be amended and supplemented, indemnify any and all persons whom it shall have power to indemnify under said section from and against any and all of the expenses, liabilities, or other matters referred to in or covered by said section, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any Bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such person.

ARTICLE VIII

From time to time any of the provisions of this certificate of incorporation may be amended, altered, or repealed, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted in the manner and at the time prescribed by said laws, and all rights at any time conferred upon the stockholders of the Corporation by this certificate of incorporation are granted subject to the provisions of this Article VIII.

ARTICLE IX

The power to adopt, alter, amend or repeal bylaws shall be vested in the Board of Directors.

ARTICLE X

The name and mailing address of the incorporator is: Jeffrey Fessler, Sichenzia Ross Friedman Ference LLP, 61 Broadway, 32 nd Floor, New York, NY 10006

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I, the Undersigned, for the purpose of forming a corporation under the laws of the State of Delaware, do make, file and record this Certificate, and do certify that the facts herein stated are true, and I have accordingly hereunto set my hand this 21st day of May 2014.

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

ARIDIS PHARMACEUTICALS, INC.

ARIDIS PHARMACEUTICALS, INC., a corporation organized and existing under the laws of the State of Delaware (the “ Corporation ”), does hereby certify that:

FIRST: The original Certificate of Incorporation of the Corporation (the “ Original Filing ”) was filed with the Secretary of State of Delaware on May 21, 2014.

SECOND: Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware, this Amended and Restated Certificate of Incorporation restates, integrates and amends the provisions of the Original Certificate. The Amended and Restated Certificate of Incorporation was duly adopted by the Board of Directors of the Corporation and approved by the stockholders at the regularly scheduled annual meeting of the stockholders of the Corporation.

THIRD: The Amended and Restated Certificate of Incorporation so adopted reads in full as set forth in Exhibit A attached hereto and is hereby incorporated herein by this reference and hereby supersedes and replaces the Original Certificate in its entirety.

IN WITNESS WHEREOF, the Corporation has caused this Amended and Restated Certificate to be signed by a duly authorized officer of the Corporation this 23 rd  day of December 2015.

Exhibit A

ARTICLE I

The name of the Corporation is Aridis Pharmaceuticals, Inc.

ARTICLE II

The address of its registered offices in the state of Delaware is 160 Greentree Drive, Suite 101, Dover, DE in the county of Kent.  The name of its Registered Agent at such address is National Registered Agents, Inc.

ARTICLE III

The purpose of the Corporation shall be to engage in and transact any and all lawful business.

ARTICLE IV

A.   Number and Class of Shares Authorized; Par Value.

The Corporation is authorized to issue the following shares of capital stock:

(1) Common Stock. The aggregate number of shares of common stock (referred to in this Certificate of Incorporation as “Common Stock”) which the Corporation shall have authority to issue is 100,000,000 with a par value of $0.0001 per share.

(2) Preferred Stock. The aggregate number of shares of preferred stock (referred to in this Certificate of Incorporation as “Preferred Stock”) which the Corporation shall have authority to issue is 20,000,000 with a par value of $.0001 per share.

B.   Description of Shares of Preferred Stock.

The terms, preferences, limitations and relative rights of the shares of Preferred Stock are as follows:

(1) The Board of Directors is expressly authorized at any time and from time to time to provide for the issuance of shares of Preferred Stock in one or more series, with such voting powers, full or limited (including, by way of illustration and not limitation, in excess of one vote per share), or without voting powers, and with such designations, preferences and relative participating, option or other rights, qualifications, limitations or restrictions, as shall be fixed and determined in the resolution or resolutions providing for the issuance thereof adopted by the Board of Directors, and as are not stated and expressed in these Articles of Incorporation or any amendment hereto, including (but without limiting the generality of the foregoing) the following:

(a) The distinctive designation of such series and the number of shares which shall constitute such series, which number may be increased (except where otherwise provided by the Board of Directors in creating such series) or decreased (but not below the number of shares thereof then outstanding) from time to time by resolution of the Board of Directors; and

(b) The rate and manner of payment of dividends payable on shares of such series, including the dividend rate, date of declaration and payment, whether dividends shall be cumulative, and the conditions upon which and the date from which such dividends shall be cumulative; and

(c) Whether shares of such series shall be redeemed, the time or times when, and the price or prices at which, shares of such series shall be redeemable, the redemption price, the terms and conditions of redemption, and the sinking fund provisions, if any, for the purchase or redemption of such shares; and

(d) The amount payable on shares of such series and the rights of holders of such shares in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation; and

(e) The rights, if any, of the holders of shares of such series to convert such shares into, or exchange such shares for, shares of Common Stock, other securities, or shares of any other class or series of Preferred Stock and the terms and conditions of such conversion or exchange; and

(f) The voting rights, if any, and whether full or limited, of the shares of such series, which may include no voting rights, one vote per share, or such higher number of votes per share as may be designated by the Board of Directors; and

(g) The preemptive or preferential rights, if any, of the holders of shares of such series to subscribe for, purchase, receive, or otherwise acquire any part of any new or additional issue of stock of any class, whether now or hereafter authorized, or of any bonds, debentures, notes, or other securities of the Corporation, whether or not convertible into shares of stock with the Corporation.

(2) Except in respect of the relative rights and preferences that may be provided by the Board of Directors as hereinbefore provided, all shares of Preferred Stock shall be identical, and each share of a series shall be identical in all respects with the other shares of the same series. When payment of the consideration for which shares of Preferred Stock are to be issued shall have been received by the Corporation, such shares shall be deemed to be fully paid and nonassessable.

C.   Common Stock Voting Rights.

Each record holder of Common Stock shall be entitled to one vote for each share held. Holders of Common Stock shall have no cumulative voting rights in any election of directors of the Corporation.

ARTICLE V

The number of directors of this Corporation shall be the number from time to time fixed by or in the manner provided in the by-laws, but at no time shall said number of directors be less than one (1).

ARTICLE VI

The personal liability of the directors of the Corporation is hereby eliminated to the fullest extent permitted by the Statutes of the State of Delaware, as the same may be amended and supplemented.

ARTICLE VII

The Corporation shall, to the fullest extent permitted by the Statutes of the State of Delaware, as the same may be amended and supplemented, indemnify any and all persons whom it shall have power to indemnify under said section from and against any and all of the expenses, liabilities, or other matters referred to in or covered by said section, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any Bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such person.

ARTICLE VIII

From time to time any of the provisions of this certificate of incorporation may be amended, altered, or repealed, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted in the manner and at the time prescribed by said laws, and all rights at any time conferred upon the stockholders of the Corporation by this certificate of incorporation are granted subject to the provisions of this Article VIII.

ARTICLE IX

The power to adopt, alter, amend or repeal bylaws shall be vested in the Board of Directors.

STATE OF DELAWARE

CERTIFICATE OF CORRECTION OF

Aridis Pharmaceuticals, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware.

DOES HEREBY CERTIFY:

FIRST. —The name of this Corporation is ARIDIS PHARMACEUTICALS, INC. (the “Corporation”).

SECOND. —That an Amended and Restated Certificate of Incorporation was filed by the Secretary of State of Delaware on December 23, 2015 and that said Certificate requires correction as permitted by Section 103.

THIRD. —The inaccuracy or defect of said Certificate is:  Section A of Article IV as stated was incomplete due to inadvertent failure to designate a class of preferred stock.

FOURTH. — Article IV of the Certificate is corrected in its entirety to read as follows:

ARTICLE IV

A.   Number and Class of Shares Authorized; Par Value.

The Corporation is authorized to issue the following shares of capital stock:

(1) Common Stock. The aggregate number of shares of common stock (referred to in this Certificate of Incorporation as “Common Stock”) which the Corporation shall have authority to issue is 100,000,000 with a par value of $0.0001 per share.

(2) Preferred Stock.

(i)                The aggregate number of shares of preferred stock (referred to in this Certificate of Incorporation as “Preferred Stock”) which the Corporation shall have authority to issue is 20,000,000 with a par value of $.0001 per share.

(ii)             8,828,020 shares of Preferred Stock shall be designated Series A Preferred Stock, attached hereto as Exhibit A.

B.   Description of Shares of Preferred Stock.

The terms, preferences, limitations and relative rights of the shares of Preferred Stock are as follows:

(1) The Board of Directors is expressly authorized at any time and from time to time to provide for the issuance of shares of Preferred Stock in one or more series, with such voting powers, full or limited (including, by way of illustration and not limitation, in excess of one vote per share), or without voting powers, and with such designations, preferences and relative participating, option or other rights, qualifications, limitations or restrictions, as shall be fixed and determined in the resolution or resolutions providing for the issuance thereof adopted by the Board of Directors, and as are not stated and expressed in these Articles of Incorporation or any amendment hereto, including (but without limiting the generality of the foregoing) the following:

(a) The distinctive designation of such series and the number of shares which shall constitute such series, which number may be increased (except where otherwise provided by the Board of Directors in creating such series) or decreased (but not below the number of shares thereof then outstanding) from time to time by resolution of the Board of Directors; and

(b) The rate and manner of payment of dividends payable on shares of such series, including the dividend rate, date of declaration and payment, whether dividends shall be cumulative, and the conditions upon which and the date from which such dividends shall be cumulative; and

(c) Whether shares of such series shall be redeemed, the time or times when, and the price or prices at which, shares of such series shall be redeemable, the redemption price, the terms and conditions of redemption, and the sinking fund provisions, if any, for the purchase or redemption of such shares; and

(d) The amount payable on shares of such series and the rights of holders of such shares in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation; and

(e) The rights, if any, of the holders of shares of such series to convert such shares into, or exchange such shares for, shares of Common Stock, other securities, or shares of any other class or series of Preferred Stock and the terms and conditions of such conversion or exchange; and

(f) The voting rights, if any, and whether full or limited, of the shares of such series, which may include no voting rights, one vote per share, or such higher number of votes per share as may be designated by the Board of Directors; and

(g) The preemptive or preferential rights, if any, of the holders of shares of such series to subscribe for, purchase, receive, or otherwise acquire any part of any new or additional issue of stock of any class, whether now or hereafter authorized, or of any bonds, debentures, notes, or other securities of the Corporation, whether or not convertible into shares of stock with the Corporation.

(2) Except in respect of the relative rights and preferences that may be provided by the Board of Directors as hereinbefore provided, all shares of Preferred Stock shall be identical, and each share of a series shall be identical in all respects with the other shares of the same series. When payment of the consideration for which shares of Preferred Stock are to be issued shall have been received by the Corporation, such shares shall be deemed to be fully paid and nonassessable.

C.   Common Stock Voting Rights.

Each record holder of Common Stock shall be entitled to one vote for each share held. Holders of Common Stock shall have no cumulative voting rights in any election of directors of the Corporation.

IN WITNESS WHEREOF , I have signed my name and make this Certificate and affirm that the statements herein are true under the penalties of perjury this 12th day of August, 2016.

Amendment No 1. to

AMENDED AND RESTATED CERTIFICATE OF INCORPOR ATION

OF

ARIDIS  PHARMACEUTICALS, INC.

The corporation organized and existing under and by virtue of the General Corporation Law of the  State  of Delaware does hereby certify:

FIRST: That at a meeting of the Board of Directors of Aridis Pharmaceuticals,  Inc.  resolutions  were  duly adopted setting forth a  proposed  amendment  of  the  Amended  and  Restated  Certificate  of  Incorporation  of  said  corporation, as amended and restated and corrected to date (the “Certificate”), declaring said amendment to  be  advisable.  The resolution  setting  forth  the  proposed  amendment  is as follows:

RESOLVED, that the Certificate be amended by amending and restating Section A(2) of Article IV thereof so that, as amended and restated, said Section A(2) of Article IV shall be and read as  follows:

“(2) The aggregate number of shares of preferred stock (referred to in this Certificate of Incorporation as “Preferred Stock”) which the Corporation shall have authority to issue is 60,000,000 with a par value of $.0001  per share.”

SECOND: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation  Law of the State of Delaware.

IN WITNESS WHEREOF, said corporation has caused this certificate to be signed this 12th day of August, 2016.

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Exhibit 3.3

AMENDED AND RESTATED CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES A CONVERTIBLE PREFERRED STOCK

Pursuant to Section 151 of the General Corporation Law of the State of Delaware (the “DGCL”), the undersigned officer of Aridis Pharmaceuticals, Inc., a Delaware corporation (the “Corporation”), in accordance with the provisions of Section 103 of the DGCL hereby certifies:

1. That pursuant to the authority granted to and vested in the Board of Directors of the Corporation (hereinafter called the “Board”) in accordance with the provisions of the Corporation’s Certificate of Incorporation of the Corporation, as amended and restated to date (the “Certificate of Incorporation”), the Board adopted and the Corporation authorized the issuance of shares of the Corporation’s Series A Convertible Preferred Stock (the “Series A Preferred Stock”) and established the voting provisions, designations, preferences and other rights, and the qualifications, limitations and restrictions thereof in a Certificate of Designation filed with the Corporation’s Amended and Restated Certificate of Incorporation dated December 23, 2015, and as amended to date.

2. That pursuant to the authority conferred upon the Board by the provisions of the Certificate of Incorporation, and Section 151(g) of the DGCL, on August 12, 2016, the Board adopted the following resolution amending and restating, effective upon the date this Amended and Restated Certificate of Designation is filed in the office of the Secretary of State of the State of Delaware, the provisions of the Certificate of Designation of the Series A Preferred Stock; and that pursuant to Section 242(b) of DGCL, a majority of the holders of the voting stock of the Corporation and a majority of the holders of the Series A Preferred Stock have approved the following resolution:

RESOLVED that, pursuant to the authority expressly granted to and vested in the Board by the provisions of the Certificate of Incorporation, the designation and number of shares of Series A Preferred Stock and the voting and other powers, preferences and other rights of the shares of such series and the qualifications, limitations, and restrictions thereof are amended and restated to read in their entirety as follows:

Section 1.       Designation and Authorized Shares .  The Corporation shall be authorized to issue fifty million (50,000,000) shares of Series A Convertible Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”).

Section 2.  Stated Value .  Each share of Series A Preferred Stock shall have a stated value of $2.05 per share (the “Stated Value”).

Section 3.  Dividends .  Holders of Series A Preferred Stock will be entitled to receive, on any outstanding shares of Series A Preferred Stock held by such holders, cumulative dividends, at an annual rate of 3% of the Stated Value (the “Annual Dividend”) in shares of Series A Preferred Stock.  Holders of Series A Preferred Stock will begin accruing dividends starting on the date on which their respective shares of Series A Preferred Stock are issued.  Notwithstanding the above, all holders of Series A Preferred Stock on June 30, 2016 will begin accruing dividends on July 1, 2016 and no dividends will be paid for any period prior to July 1, 2016 for any holders of Series A Preferred Stock.  Accrued dividends shall be payable annually on the last day of the Corporation’s fiscal year (“Payment Date”) commencing on December 31, 2016. If a holder converts any shares of Series A Preferred Stock into shares of common stock of the Corporation, par value $0.0001 per share (the “Common Stock”), in accordance with the provisions of the Certificate of Designation, at the time of conversion, the holder shall also receive shares of Common Stock equal to a pro rata portion of the Annual Dividend that would otherwise be payable on such converted shares of Series A Preferred Stock on the subsequent Payment Date.

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Section 4.                                            Liquidation .

(a)                                  Upon consummation of any merger or consolidation of the Corporation (or any tender offer, exchange offer, share exchange, reorganization, recapitalization or other scheme or arrangement resulting in a change of control of the Corporation), the sale of all or substantially all of the Corporation’s capital stock or assets, or upon the liquidation, dissolution or winding up of the business of the Corporation, or any bankruptcy or insolvency proceeding (a “Fundamental Transaction”), whether voluntary or involuntary, each holder of Series A Preferred Stock shall be entitled to receive, for each share of Series A Preferred Stock thereof (including shares of Series A Preferred Stock issued or issuable on the date thereof as part of the Annual Dividend), out of assets of the Corporation legally available therefor, a preferential amount equal to the greater of (i) the sum of (a) $2.05 and (b) any declared but unpaid cash dividends on the Series A Preferred Stock or (ii) the value of the number of shares of Common Stock such share of Series A Preferred Stock is convertible into at the time of such Fundamental Transaction (such value to be determined in good faith by the Board of Directors of the Corporation). All preferential amounts to be paid to the holders of Series A Preferred Stock in connection with such Fundamental Transaction shall be paid before the payment or setting apart for payment of any amount for, or the distribution of any assets of the Corporation to, the holders of (i) the Common Stock and (ii) any other preferred stock of the Corporation.  If upon any such distribution the assets of the Corporation shall be insufficient to pay the holders of the outstanding shares of Series A Preferred Stock (or the holders of any class or series of capital stock ranking on parity with the Series A Preferred Stock as to distributions in the event of a liquidation, dissolution or winding up of the Corporation) the full amounts to which they shall be entitled, such holders shall share ratably in any distribution of assets of the Corporation in accordance with the sums which would be payable on such distribution if all sums payable thereon were paid in full.

(b)                                                                                  Any distribution in connection with a Fundamental Transaction, shall be made in cash to the extent possible. Whenever any such distribution shall be paid in property other than cash, the value of such distribution shall be the fair market value of such property as determined in good faith by the Board of Directors of the Corporation.

Section 5.  Voting . Each holder of Series A Preferred Stock shall be entitled to vote on all matters submitted to shareholders of the Corporation and shall be entitled to such number of votes for each share of Series A Preferred Stock owned at the record date for the determination of shareholders entitled to vote on such matter or, if no such record date is established, at the date such vote is taken or the date on which any written consent of shareholders is solicited, equal to the number of shares of Common Stock such shares of Series A Preferred Stock are convertible into at such time.  Except as otherwise required by law, the holders of shares of Series A Preferred Stock shall vote together with the holders of Common Stock on all matters and shall not vote as a separate class.

Section 6.                                            Conversion .

(a)                                                                                  Optional Conversion.  Each holder of Series A Preferred Stock may, from time to time at any time, convert any or all of such holder’s shares of Series A Preferred Stock into fully paid and non-assessable shares of Common Stock in an amount equal to one (1) share of Common Stock for each one (1) share of Series A Preferred Stock surrendered (such rate of conversion, the “Conversion Rate” and such shares of Common Stock, the “Conversion Shares”).

(i)                                                              Conversion Procedure.  In order to exercise the conversion privilege under this Section 6(a), the holder of any shares of Series A Preferred Stock to be converted shall

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give written notice to the Corporation at its principal office that such holder elects to convert such shares of Series A Preferred Stock or a specified portion thereof into shares of Common Stock as set forth in such notice (the “Conversion Notice”, and such date of delivery of the Conversion Notice to the Corporation, the “Conversion Notice Delivery Date”). Within three (3) business days following the Conversion Notice Delivery Date, the Corporation shall issue and deliver a certificate or certificates representing the Conversion Shares determined pursuant to this Section 6 (the “Share Delivery Date”). In case of conversion under this Section 6 of only a part of the shares of Series A Preferred Stock represented by a certificate surrendered to the Corporation, the Corporation shall issue and deliver a new certificate for the number of shares of Series A Preferred Stock which have not been converted, upon receipt of the original certificate or certificates representing shares of Series A Preferred Stock so converted.

If, in the case of any Conversion Notice, such Conversion Shares are not delivered to or as directed by the applicable holder by the Share Delivery Date, the holder shall be entitled to elect by written notice to the Corporation at any time on or before its receipt of such Conversion Shares, to rescind such optional conversion, in which event the Corporation shall promptly return to the holder any shares of Series A Preferred Stock delivered to the Corporation and the holder shall promptly return to the Corporation the Conversion Shares issued to such holder pursuant to the rescinded Conversion Notice. For the avoidance of doubt, Conversion Shares shall be considered delivered if the Company has caused its transfer agent to deliver or is prepared to deliver such Conversion Shares but the Company is unable to do so without further information or delivery instructions from the recipient, agent or broker that the holder submitting the Conversion Notice designates. The Corporation shall pay all documentary, stamp or similar issue or transfer tax due on the issue of shares of Common Stock issuable upon conversion of the Series A Preferred Stock.

(ii)                                                           Buy-In.  If by the Share Delivery Date, the Corporation fails for any reason to deliver the Conversion Shares, as set forth in the Conversion Notice, and after such Share Delivery Date, the converting holder purchases, in an arm’s length open market transaction or otherwise, shares of Common Stock (the “Covering Shares”) in order to make delivery in satisfaction of a sale of Common Stock by the converting holder (the “Sold Shares”), which delivery such converting holder anticipated to make using the Conversion Shares (a “Buy-In”), the converting holder shall have the right to require the Corporation to pay to the converting holder  the Buy-In Adjustment Amount. The Corporation shall pay the Buy-In Adjustment Amount to the converting holder in immediately available funds immediately upon demand by the converting holder. For purposes of this Certificate of Designation, the term “Buy-In Adjustment Amount” means the amount equal to the excess, if any, of (i) the converting holder’s total purchase price (including brokerage commissions, if any) for the Covering Shares associated with a Buy-In, over (ii) the net proceeds (after brokerage commissions, if any) received by the converting holder from the sale of the Sold Shares.  By way of illustration and not in limitation of the foregoing, if the converting holder purchases shares of Common Stock having a total purchase price (including brokerage commissions) of $11,000 to cover a Buy-In, with respect to shares of Common Stock it sold for net proceeds of $10,000, the Buy-In Adjustment Amount which the Corporation will be required to pay to the converting holder will be $1,000.  For the avoidance of doubt, Conversion Shares shall be considered delivered if the Company has caused its transfer agent to deliver or is prepared to deliver such Conversion Shares but the Company is unable to do so without further information or delivery instructions from the recipient, agent or broker that the holder submitting the Conversion Notice designates.

(iii)                                                        Liquidated Damages . If by the Share Delivery Date, the Corporation fails for any reason to deliver the Conversion Shares, as set forth in the Conversion Notice, the Corporation

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shall pay to the holder of such Conversion Shares, in cash, as liquidated damages and not as a penalty, for each $1,000 of Series A Preferred Stock being converted, $10 per trading day (increasing to $20 per trading day on the fifth (5 th) trading day after such liquidated damages begin to accrue) for each trading day after such Share Delivery Date until such certificates are delivered or holder rescinds such conversion, but not to exceed $50 in aggregate for each $1,000 of Series A Preferred Stock being converted.    Nothing herein shall limit a holder’s right to pursue actual damages for the Corporation’s failure to deliver Conversion Shares within the period specified herein and the holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief.  The exercise of any such rights shall not prohibit the holder from seeking to enforce damages pursuant to this Certificate of Designation or under applicable law.  For the avoidance of doubt, Conversion Shares shall be considered delivered if the Company has caused its transfer agent to deliver or is prepared to deliver such Conversion Shares but the Company is unable to do so without further information or delivery instructions from the recipient, agent or broker that the holder submitting the Conversion Notice designates.

(b)                                                                                  Mandatory Conversion.  Each share of Series A Preferred Stock shall be automatically converted into fully paid and non-assessable shares of Common Stock at the Conversion Rate upon (i) the completion of a firm commitment underwritten initial public offering of the Corporation’s shares of Common Stock at a price per share equal to or greater than $4.10, subject to adjustments from time to time on or after the date hereof pursuant to Section 9, or (ii) an affirmative vote of the holders of at least a majority of the outstanding shares of Series A Preferred Stock.

Section 7.                                            Other Provisions .

(a)                                  Reservation of Common Stock.  The Corporation shall at all times reserve from its authorized Common Stock a sufficient number of shares to provide for conversion of all Series A Preferred Stock from time to time outstanding.

(b)                                  Record Holders.  The Corporation and its transfer agent, if any, for the Series A Preferred Stock may deem and treat the record holder of any shares of Series A Preferred Stock as reflected on the books and records of the Corporation as the sole true and lawful owner thereof for all purposes, and neither the Corporation nor any such transfer agent shall be affected by any notice to the contrary.

Section 8.                                            Restrictions and Limitations .  Except  as expressly  provided  herein  or as  required by law, so long as any shares of Series A Preferred Stock remain outstanding, the Corporation shall not, without the vote or written consent of the holders of at least a majority of  the then outstanding shares of the Series A Preferred Stock, take any action  which  would  adversely and materially affect any of the preferences, limitations or relative rights  of the  Series  A Preferred Stock, including, without limitation, (i) directly or indirectly, entering into, creating, incurring or assuming any new indebtedness for borrowed money or creating a new class of equity that by its terms is expressly senior in right of payment to the Corporation’s obligations to the holders of the Series A Preferred Stock, (ii) incurring any liens on the Corporation’s assets or (iii) repaying, repurchasing, paying cash dividends on or otherwise making distributions in respect of any shares of Common Stock or other securities.

Section 9.                                            Certain Adjustments .  If the Corporation, at any time while the Series A Preferred Stock is outstanding: (A) shall pay a stock dividend or otherwise make a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall  not include any shares of Common Stock issued by the Corporation pursuant to the Series A Preferred Stock), (B) subdivide outstanding shares of

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Common Stock into a larger number of shares, (C) combine (including by way of reverse stock split) outstanding  shares  of Common Stock into a smaller number of shares, or (D) issue by reclassification of shares of the Common Stock any shares of capital stock of the  Corporation (each of (A) through (D), an “Adjustment Event”), then in each case the Conversion Rate shall be proportionately adjusted such that each share of Series A Preferred Stock would be convertible into the same amount and kind of securities as if each share of Series A Preferred Stock had been converted into Common Stock immediately prior to such Adjustment Event. Any adjustment made pursuant to this Section shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

Section 10.   Equal Treatment of Holders .  No   consideration   (including   any modification of this Certificate of Designation or related transaction document) shall be offered or paid to any person or entity to amend or consent to a waiver or modification of any provision of this Certificate of Designation or related transaction document unless the same consideration is also offered to all of holders of the outstanding shares of Series A Preferred Stock. For clarification purposes, this provision constitutes a separate right granted to each holder by the Corporation and negotiated separately by each holder, and is intended for the Corporation to treat all holders of the Series A Preferred Stock as a class and shall not in any way be construed as such holders acting in concert or as a group with respect to the purchase, disposition or voting of the Series A Preferred Stock or otherwise.

IN WITNESS WHEREOF, the undersigned has executed this Certificate this 12 th day of August, 2016.

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AMENDMENT NO. 1 TO THE

AMENDED AND RESTATED CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS

OF

SERIES A CONVERTIBLE PREFERRED STOCK OF

ARIDIS PHARMACEUTICALS, INC.

Aridis Pharmaceuticals, Inc., a Delaware corporation (the “Corporation”), pursuant to the provisions of Section 151 of the General Corporation Law of the State of Delaware, does hereby certify  that:

First:                                       The name of the Corporation is Aridis Pharmaceuticals, Inc.

Second: The Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock of the Corporation was filed with the Secretary of State on July 31, 2014 and the Amended and Restated Certificate of Designation was filed with the Secretary of State on August  12, 2016.

Third:   Section l of the Certificate of Designation  is hereby amended and restated as follows:

Designation and Authorized Shares . The Corporation shall be authorized to issue sixty million (60,000,000) shares of Series A Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”).

Fourth: The foregoing Amendment of the Certificate of Designation was duly authorized by the Board of Directors of the Corporation.

[Signature page follows]

IN WITNESS WHEREOF, the undersigned has executed this Amendment on behalf of the Corporation this 28th day of September 2017.

Exhibit 3.5

STATE OF DELAWARE

CERTIFICATE OF CORRECTION OF

Aridis Pharmaceuticals, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware.

DOES HEREBY CERTIFY:

FIRST. —The name of this Corporation is ARIDIS PHARMACEUTICALS, INC.  (the “Corporation”).

SECOND. — That an Amended and Restated Certificate of Incorporation was filed with the Secretary of State of Delaware on August 3, 2018 and that said Certificate requires correction as permitted by Section 103.

THIRD.—The inaccuracy or defect of said Certificate is:  Section A of Article IV as stated was inadvertently amended.

FOURTH.—Section A of Article IV is corrected in its entirety to read as follows:

ARTICLE IV

A.  Number and Class of Shares Authorized; Par Value.

The Corporation is authorized to issue the following shares of capital stock:

(1) Common Stock.  The aggregate number of shares of common stock (“Common Stock”) which the Corporation shall have authority to issue is 100,000,000 with a par value of $0.0001 per share.

(2) Preferred Stock:  The aggregate number of shares of preferred stock (“Preferred Stock”) which the Corporation shall have authority to issue is 60,000,000 with a par value of $0.0001 per share.

IN WITNESS WHEREOF,  I have signed my name and make this Certificate and affirm that the statements herein are true under the penalties of perjury this 6 th  day of August 2018.