Exhibit 3.1
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Delaware
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PAGE 1
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The First State
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I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A
TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “COLUMBIA LABORATORIES, INC.”, CHANGING ITS NAME FROM “COLUMBIA LABORATORIES, INC.” TO “JUNIPER PHARMACEUTICALS, INC.”, FILED IN THIS OFFICE ON THE SECOND DAY OF
APRIL, A.D. 2015, AT 1:52 O’CLOCK P.M.
A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE
KENT COUNTY RECORDER
OF DEEDS.
AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE AFORESAID CERTIFICATE OF AMENDMENT IS THE TENTH DAY OF
APRIL, A.D. 2015, AT 6:30 O’CLOCK P.M.
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Jeffrey W. Bullock, Secretary of State
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2113252 8100
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AUTHENTICATION: 2259946
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150459324
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DATE: 04-02-15
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You may verify this certificate online at corp. delaware. gov/authver. shtml
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State of Delaware
Secretary of State
Division of Corporations
Delivered 01:55 PM 04/02/2015
FILED 01:52 PM 04/02/2015
SRV 150459324 - 2113252 FILE
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CERTIFICATE OF AMENDMENT
OF
RESTATED
CERTIFICATE OF INCORPORATION
OF
COLUMBIA LABORATORIES, INC.
Columbia Laboratories, Inc. (the “
Corporation
”), a corporation organized and existing under the General Corporation Law of
the State of Delaware, hereby certifies as follows:
FIRST: That the Board of Directors of the Corporation, at a meeting held on March 26, 2015, adopted a
resolution setting forth a proposed amendment to the Restated Certificate of Incorporation of the Corporation, declaring said amendment to be advisable. The resolution setting forth the proposed amendment is as follows:
RESOLVED, that the Restated Certificate of Incorporation of the Corporation be amended by changing Article “FIRST”
thereof so that, as amended, said Article shall read as follows:
“
FIRST
. The name of the Corporation is
Juniper Pharmaceuticals, Inc.”
SECOND: The aforesaid amendment was duly adopted by the Board in accordance with the applicable provisions of Section
242 of the General Corporation Law of the State of Delaware.
THIRD: All other provisions of the Restated Certificate of Incorporation shall remain in
full force and effect.
FOURTH: This Certificate of Amendment of Restated Certificate of Incorporation shall be effective on April 10, 2015 at 6:30 p.m.
(Eastern Standard Time).
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by Frank C. Condella,
its President and Chief Executive Officer, this 2nd day of April, 2015
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COLUMBIA LABORATORIES, INC.
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By:
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Name:
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Frank C. Condella, Jr.
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Title:
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President and Chief Executive Officer
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Exhibit 3.2
AMENDMENT NO. 1 TO
THE
AMENDED AND RESTATED BY-LAWS
OF
COLUMBIA LABORATORIES, INC.
(the “Corporation”)
Effective April 10, 2015
The Bylaws
of the Corporation shall be amended as follows:
The name of the Corporation, as set forth in the title of the Amended and Restated By-Laws, is amended in
its entirety to be replaced with the following:
“JUNIPER PHARMACEUTICALS, INC.”
All of the other provisions of the Amended and Restated By-Laws shall remain in full force and effect.
* * * * *
Adopted by resolution of the Board of
Directors of the Corporation, the 26th day of March, 2015.
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/s/ George O. Elston
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George O. Elston, Secretary
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Exhibit 99.1
FOR IMMEDIATE RELEASE
Columbia Laboratories, Inc. to Become Juniper
Pharmaceuticals, Inc.
- Company to Begin Trading as “JNP” on April 13, 2015 -
- Company Updates on COL-1077 -
Boston,
MA – April 2, 2015 – Columbia Laboratories, Inc. (Nasdaq: CBRX) (the “Company”), today announced that it will adopt Juniper Pharmaceuticals, Inc. as its new corporate brand. The name change will become effective
Friday, April 10, 2015, and the Company’s common stock will begin trading on the Nasdaq Stock Exchange under the new ticker symbol — “JNP” — on Monday, April 13, 2015. The Company will also unveil its new logo
and launch its new website,
www.juniperpharma.com
, on April 13, 2015.
“Adopting the Juniper Pharmaceuticals brand marks the next step in
the Company’s return to developing specialty products in women’s health. We are committed to anticipating and addressing unmet medical needs and developing important therapeutics for patients,” said Frank Condella, President and
CEO.
The Company’s wholly owned subsidiary, Molecular Profiles Ltd. based in Nottingham, England, will also begin operating as Juniper Pharma
Services on April 13, 2015.
“The single Juniper brand formalizes the synergies we have built across our CRINONE
®
franchise, services business and proprietary product development programs,” concluded Mr. Condella.
As planned, in March the Company filed an Investigational New Drug application for its lead product candidate, COL-1077, a 10% lidocaine bioadhesive gel. The
Company expects the first patient will enter a Phase II clinical trial later this quarter. The trial is a randomized, double-blinded, placebo controlled study that will enroll 150 patients at fifteen U.S. sites that intends to evaluate the efficacy
of COL-1077 for use as an acute anesthetic for women undergoing transvaginal pipelle-directed endometrial biopsy.
The Company recently announced the
licensure of worldwide exclusive rights to a novel intra-vaginal ring (“IVR”) technology that enables the delivery of one or more pharmaceuticals at different dosages and release rates in a single segmented ring. This patient administered
device will be utilized as a key drug delivery platform for the Company’s emerging proprietary product pipeline. The IVR technology was developed by renowned scientists Dr. Robert Langer from the Massachusetts Institute of Technology and
Dr. William Crowley from Massachusetts General Hospital and Harvard Medical School. Drs. Langer and Crowley have joined the Company as strategic scientific advisors to guide R&D initiatives and drug development strategy.
The Company’s value creation strategy is to support the continued growth of the CRINONE
®
franchise by its partners Merck Serono and Actavis, expand and maintain a profitable services business by providing unique pharmaceutical development capabilities to global pharmaceutical
customers, and invest operating cash flow into a proprietary product pipeline to build long-term shareholder value.
About Columbia Laboratories
Columbia Laboratories, Inc. is a specialty pharmaceutical company focused on developing therapeutics that address unmet medical needs in women’s
health. The Company has a successful heritage in developing pharmaceutical products, including CRINONE
®
8% (progesterone gel), which is marketed by Actavis, Inc. in the U.S. and by Merck
Serono S.A. in over 60 countries worldwide. Columbia is uniquely positioned to leverage in-house pharmaceutical development, clinical trial manufacturing, and analytical capabilities to advance an internal development pipeline, while also providing
these valuable services to its pharmaceutical industry customers worldwide. Please visit
www.columbialabs.com
for more information.
CRINONE
®
is a registered trademark of Actavis, Inc. in the U.S.
Forward Looking Statements
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995:
This communication contains forward-looking statements, which
statements are usually indicated by the words “may,” “will,” “plans,” “believes,” “expects,” “anticipates,” “potential,” “should,” or similar expressions, and which are
generally not historical in nature. These include all statements relating to expected financial performance and future business or product developments. Management believes that these forward-looking statements are reasonable as and when
made. However, such forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause actual results to differ materially from those projected in the forward-looking statements. Readers are
cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. These statements are based on management’s current expectations and Columbia Laboratories does not undertake
any responsibility to revise or update any forward-looking statements contained herein, except as expressly required by law. For a discussion of certain risks and uncertainties associated with Columbia Laboratories’ forward-looking
statements, please review the Company’s reports filed with the SEC, including, but not limited to, its Annual Report on Form 10-K for the period ended December 31, 2014.
Contact:
Katja Buhrer
MBS Value Partners
(212) 661-7004
katja.buhrer@mbsvalue.com
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