EXHIBIT 3.3

 

AMENDMENT NO. 1 TO THE

AMENDED AND RESTATED BY-LAWS OF

TREVENA, INC.

 

The undersigned, being the duly elected and acting Senior Vice President and Chief Financial Officer of Trevena, Inc., a Delaware corporation (the “Corporation”), does hereby certify that:

 

1.            The Board of Directors of the Corporation approved and adopted the following amendments to the Amended and Restated Bylaws of the Corporation (the “Bylaws”), effective as of July 28, 2022:

 

The Bylaws are hereby amended by the replacement of Section 8 under Article III in its entirety, so that it now reads in its entirety as follows (emphasis added solely for illustrative purposes to show changes):

 

“Quorum. At all meetings of stockholders, except where otherwise provided by statute or by the Certificate of Incorporation, or by these Bylaws, the presence, in person, by remote communication, if applicable, or by proxy duly authorized, of the holders of 33 1/3 percent in voting power of the outstanding shares of capital stock entitled to vote shall constitute a quorum for the transaction of business. In the absence of a quorum, any meeting of stockholders may be adjourned, from time to time, either by the chairman of the meeting or by vote of the holders of a majority of the shares represented thereat, but no other business shall be transacted at such meeting. The stockholders present at a duly called or convened meeting, at which a quorum is present, may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum. Except as otherwise provided by statute or by applicable stock exchange rules, or by the Certificate of Incorporation or these Bylaws, in all matters other than the election of directors, the affirmative vote of the majority of shares present in person, by remote communication, if applicable, or represented by proxy at the meeting and entitled to vote generally on the subject matter shall be the act of the stockholders. Except as otherwise provided by statute, the Certificate of Incorporation or these Bylaws, directors shall be elected by a plurality of the votes of the shares present in person, by remote communication, if applicable, or represented by proxy at the meeting and entitled to vote generally on the election of directors. Where a separate vote by a class or classes or series is required, except where otherwise provided by the statute or by the Certificate of Incorporation or these Bylaws, 33 1/3 percent in voting power of the outstanding shares of such class or classes or series, present in person, by remote communication, if applicable, or represented by proxy duly authorized, shall constitute a quorum entitled to take action with respect to that vote on that matter. Except where otherwise provided by statute or by the Certificate of Incorporation or these Bylaws, the affirmative vote of the majority (plurality, in the case of the election of directors) of shares of such class or classes or series present in person, by remote communication, if applicable, or represented by proxy at the meeting shall be the act of such class or classes or series.”

 

2. All other provisions of the Bylaws of the Corporation remain unchanged and are in full force and effect.

 

[Signature page follows]

 

 

 

IN WITNESS WHEREOF, the undersigned officer of the Corporation has executed this Amendment No. 1 to the Amended and Restated Bylaws of Trevena, Inc. as of July 28, 2022.

 

  TREVENA, INC.
     
  By: /s/ Barry Shin
  Name: Barry Shin
  Title: Senior Vice President and Chief Financial Officer