**
**Exhibit 3.1**

**ARMO BioSciences, Inc.**

**Amended and Restated Certificate of Incorporation**

 

 

ARMOBioSciences, Inc., a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows: 

1. The nameof the corporation is ARMO BioSciences, Inc. The date of the filing of its original certificate of incorporation with the Secretary of State of the State of Delaware was June 23, 2010 under the name Targenics, Inc. 

2. This Amended and Restated Certificate of Incorporation, which restates, integrates and further amends the certificate of incorporation ofthe corporation, has been duly adopted by the corporation in accordance with Sections 242 and 245 of the General Corporation Law of the State of Delaware and has been adopted by the requisite vote of the stockholders of the corporation, acting bywritten consent in lieu of a meeting in accordance with Section 228 of the General Corporation Law of the State of Delaware. 

3. Thecertificate of incorporation of the corporation is hereby amended and restated in its entirety to read as follows: 

**FIRST**: The nameof the corporation is ARMO BioSciences, Inc. (hereinafter called the “**Corporation**”). 

**SECOND**: The address of theregistered office of the Corporation in the State of Delaware is 3500 South DuPont Highway in the City of Dover, County of Kent, 19901. The name of the registered agent of the Corporation in the State of Delaware at such address is IncorporatingServices, Ltd. 

**THIRD**: The purpose of the Corporation is to engage in any lawful act or activity for which corporations may beorganized and incorporated under the General Corporation Law of the State of Delaware or any applicable successor act thereto, as the same may be amended from time to time (the “**DGCL**”). 

**FOURTH**: The total number of shares of all classes of capital stock that the Corporation is authorized to issue is 210,000,000 shares,consisting of (i) 200,000,000 shares of common stock, par value $0.0001 per share (the “**Common Stock**”), and (ii) 10,000,000 shares of preferred stock, par value $0.0001 per share (“**Preferred Stock**”). Subject to therights of the holders of any series of Preferred Stock, the number of authorized shares of any of the Common Stock or Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative voteof the holders of a majority in voting power of the capital stock of the Corporation entitled to vote thereon irrespective of the provisions of Section 242(b)(2) of the DGCL, and no vote of the holders of any of the Common Stock or PreferredStock voting separately as a class shall be required therefor. 
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A. Common Stock. The powers, preferences and relative participating, optional orother special rights, and the qualifications, limitations and restrictions of the Common Stock are as follows: 

1. Ranking. Thevoting, dividend and liquidation rights of the holders of the Common Stock are subject to and qualified by the rights of the holders of the Preferred Stock of any series as may be designated by the Board of Directors of the Corporation (the“**Board**”) upon any issuance of the Preferred Stock of any series. 

2. Voting. Except as otherwise provided by lawor by the resolution or resolutions providing for the issue of any series of Preferred Stock, the holders of outstanding shares of Common Stock shall have the exclusive right to vote for the election and removal of directors and for all otherpurposes. Notwithstanding any other provision of this Amended and Restated Certificate of Incorporation (as amended from time to time, including the terms of any Preferred Stock Designation (as defined below), this “**Certificate ofIncorporation**”) to the contrary, the holders of Common Stock shall not be entitled to vote on any amendment to this Certificate of Incorporation (including any Preferred Stock Designation) that relates solely to the terms of one or moreoutstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together as a class with the holders of one or more other such series, to vote thereon pursuant to this Certificate of Incorporation(including any Preferred Stock Designation) or the DGCL. 

3. Dividends. Subject to the rights of the holders of Preferred Stock,holders of shares of Common Stock shall be entitled to receive such dividends and distributions and other distributions in cash, stock or property of the Corporation when, as and if declared thereon by the Board from time to time out of assets orfunds of the Corporation legally available therefor. 

4. Liquidation. Subject to the rights of the holders of Preferred Stock,shares of Common Stock shall be entitled to receive the assets and funds of the Corporation available for distribution in the event of any liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary. Aliquidation, dissolution or winding up of the affairs of the Corporation, as such terms are used in this Section A(4), shall not be deemed to be occasioned by or to include any consolidation or merger of the Corporation with or into any other personor a sale, lease, exchange or conveyance of all or a part of its assets. 

B. Preferred Stock

Shares of Preferred Stock may be issued from time to time in one or more series. The Board is hereby authorized to provide by resolution orresolutions from time to time for the issuance, out of the unissued shares of Preferred Stock, of one or more series of Preferred Stock, without stockholder approval, by filing a certificate pursuant to the applicable law of the State of Delaware(the “**Preferred Stock Designation**”), setting forth such resolution and, with respect to each such series, establishing the number of shares to be included in such series, and fixing the voting powers, full or limited, or no votingpower of the shares of such series, and the 

 
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designation, preferences and relative, participating, optional or other special rights, if any, of the shares of each such series and any qualifications, limitations or restrictions thereof. Thepowers, designation, preferences and relative, participating, optional and other special rights of each series of Preferred Stock, and the qualifications, limitations and restrictions thereof, if any, may differ from those of any and all otherseries at any time outstanding. The authority of the Board with respect to each series of Preferred Stock shall include, but not be limited to, the determination of the following: 

(a) the designation of the series, which may be by distinguishing number, letter or title; 

(b) the number of shares of the series, which number the Board may thereafter (except where otherwise provided in the Preferred StockDesignation) increase or decrease (but not below the number of shares thereof then outstanding); 

(c) the amounts or rates at whichdividends will be payable on, and the preferences, if any, of shares of the series in respect of dividends, and whether such dividends, if any, shall be cumulative or noncumulative; 

(d) the dates on which dividends, if any, shall be payable; 

(e) the redemption rights and price or prices, if any, for shares of the series; 

(f) the terms and amount of any sinking fund, if any, provided for the purchase or redemption of shares of the series; 

(g) the amounts payable on, and the preferences, if any, of shares of the series in the event of any voluntary or involuntary liquidation,dissolution or winding up of the affairs of the Corporation; 

(h) whether the shares of the series shall be convertible into orexchangeable for, shares of any other class or series, or any other security, of the Corporation or any other corporation, and, if so, the specification of such other class or series or such other security, the conversion or exchange price or pricesor rate or rates, any adjustments thereof, the date or dates at which such shares shall be convertible or exchangeable and all other terms and conditions upon which such conversion or exchange may be made; 

(i) restrictions on the issuance of shares of the same series or any other class or series; 

(j) the voting rights, if any, of the holders of shares of the series generally or upon specified events; and 

(k) any other powers, preferences and relative, participating, optional or other special rights of each series of Preferred Stock, and anyqualifications, limitations or restrictions of such shares, 

 
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all as may be determined from time to time by the Board and stated in the resolution or resolutionsproviding for the issuance of such Preferred Stock. 

Without limiting the generality of the foregoing, the resolutions providing for issuance of anyseries of Preferred Stock may provide that such series shall be superior or rank equally or be junior to any other series of Preferred Stock to the extent permitted by law. 

**FIFTH**: This Article FIFTH is inserted for the management of the business and for the conduct of the affairs of the Corporation. 

A. General Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board, except asotherwise provided by law. 

B. Number of Directors; Election of Directors. Subject to the rights of holders of any series ofPreferred Stock to elect directors, the number of directors of the Corporation shall be fixed from time to time by resolution of the majority of the Whole Board. For purposes of this Certificate of Incorporation, the term “Whole Board”will mean the total number of authorized directors whether or not there exist any vacancies in previously authorized directorships. No decrease in the number of directors constituting the Board shall shorten the term of any incumbent director. 

C. Classes of Directors. Subject to the rights of holders of any series of Preferred Stock to elect directors, the Board shall be andis divided into three classes, designated Class I, Class II and Class III. Each class shall consist, as nearly as may be possible, of one third of the total number of directors constituting the entire Board. The Board is authorized toassign members of the Board already in office to Class I, Class II or Class III at the time such classification becomes effective. 

D. Terms of Office. Subject to the rights of holders of any series of Preferred Stock to elect directors, each director shall serve fora term ending on the date of the third annual meeting of stockholders following the annual meeting of stockholders at which such director was elected; provided that each director initially assigned to Class I shall serve for a termexpiring at the Corporation’s first annual meeting of stockholders held after the effectiveness of this Certificate of Incorporation; each director initially assigned to Class II shall serve for a term expiring at the Corporation’ssecond annual meeting of stockholders held after the effectiveness of this Certificate of Incorporation; and each director initially assigned to Class III shall serve for a term expiring at the Corporation’s third annual meeting ofstockholders held after the effectiveness of this Certificate of Incorporation; providedfurther, that the term of each director shall continue until the election and qualification of his or her successor and be subject to his or herearlier death, disqualification, resignation or removal. 

E. Vacancies. Subject to the rights of holders of any series of PreferredStock, any newly created directorship that results from an increase in the number of directors or any vacancy on the Board that results from the death, disability, resignation, disqualification or removal of any director or from any other causeshall be filled solely by the affirmative vote of a majority of the total number of directors then in office, even if less than a quorum, or by a sole remaining director and shall not be filled by the stockholders. Any director elected to fill avacancy not resulting from an increase in the number of directors shall hold office for the remaining term of his or her predecessor. 

 
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F. Removal. Any director or the entire Board may be removed from office at any time,but only for cause and only by the affirmative vote of the holders of at least 66 2/3% in voting power of the stock of the Corporation entitled to vote thereon. 

G. Committees. Pursuant to the Amended and Restated Bylaws of the Corporation (the “Bylaws”), the Board may establishone or more committees to which may be delegated any or all of the powers and duties of the Board to the full extent permitted by law. 

H.Stockholder Nominations and Introduction of Business. Advance notice of stockholder nominations for election of directors and other business to be brought by stockholders before a meeting of stockholders shall be given in the manner providedby the Bylaws. 

**SIXTH**: Unless and except to the extent that the Bylaws shall so require, the election of directors of theCorporation need not be by written ballot. 

**SEVENTH**: To the fullest extent permitted by the DGCL as it now exists and as it mayhereafter be amended, no director of the Corporation shall be personally liable to the Corporation or any of its stockholders for monetary damages for breach of fiduciary duty as a director; provided, however, that nothing contained inthis Article SEVENTH shall eliminate or limit the liability of a director (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involveintentional misconduct or a knowing violation of law, (iii) pursuant to the provisions of Section 174 of the DGCL, or (iv) for any transaction from which the director derived an improper personal benefit. No repeal or modification ofthis Article SEVENTH shall apply to or have any adverse effect on any right or protection of, or any limitation of the liability of, a director of the Corporation existing at the time of such repeal or modification with respect to acts or omissionsoccurring prior to such repeal or modification. 

**EIGHTH**: The Corporation may indemnify, and advance expenses to, to the fullestextent permitted by law, any person who was or is a party to or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact thatthe person is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or otherenterprise. 

**NINTH**: Subject to the terms of any series of Preferred Stock, any action required or permitted to be taken by thestockholders of the Corporation must be effected at an annual or special meeting of the stockholders called in accordance with the Bylaws and may not be effected by written consent in lieu of a meeting. 

 
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**TENTH**: Special meetings of stockholders for any purpose or purposes may be called atany time by the majority of the Whole Board, the Chairman of the Board or the Chief Executive Officer of the Corporation, and may not be called by another other person or persons. Business transacted at any special meeting of stockholders shall belimited to matters relating to the purpose or purposes stated in the notice of meeting. 

**ELEVENTH**: If any provision or provisionsof this Certificate of Incorporation shall be held to be invalid, illegal or unenforceable as applied to any circumstance for any reason whatsoever: (i) the validity, legality and enforceability of such provisions in any other circumstance andof the remaining provisions of this Certificate of Incorporation (including, without limitation, each portion of any paragraph of this Certificate of Incorporation containing any such provision held to be invalid, illegal or unenforceable that isnot itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and (ii) to the fullest extent possible, the provisions of this Certificate of Incorporation (including, without limitation, each suchportion of any paragraph of this Certificate of Incorporation containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to permit the Corporation to protect its directors, officers, employees and agentsfrom personal liability in respect of their good faith service or for the benefit of the Corporation to the fullest extent permitted by law. 

The Corporation reserves the right at any time from time to time to amend, alter, change or repeal any provision contained in this Certificateof Incorporation, and any other provisions authorized by the DGCL may be added or inserted, in the manner now or hereafter prescribed by law; and all rights, preferences and privileges of whatsoever nature conferred upon stockholders, directors orany other persons whomsoever by and pursuant to this Certificate of Incorporation in its present form or as hereafter amended are granted subject to the right reserved in this Article ELEVENTH. Notwithstanding any other provision of this Certificateof Incorporation or any provision of law that might otherwise permit a lesser vote or no vote, but in addition to any affirmative vote of the holders of any series of Preferred Stock required by law, by this Certificate of Incorporation or by anyPreferred Stock Designation, the affirmative vote of the holders of a majority in voting power of the stock of the Corporation entitled to vote thereon shall be required to amend, alter, change or repeal any provision of this Certificate ofIncorporation, or to adopt any new provision of this Certificate of Incorporation; provided, however, that the affirmative vote of the holders of at least 66 2/3% in voting power of the stock of the Corporation entitled to votethereon shall be required to amend, alter, change or repeal, or adopt any provision inconsistent with, any of Article FIFTH, Article SEVENTH, Article EIGHTH, Article NINTH, Article TENTH, Article TWELFTH, Article THIRTEENTH, and this sentence ofthis Certificate of Incorporation, or in each case, the definition of any capitalized terms used therein or any successor provision (including, without limitation, any such article or section as renumbered as a result of any amendment, alteration,change, repeal or adoption of any other provision of this Certificate of Incorporation). Any amendment, repeal or modification of any of Article SEVENTH, Article EIGHTH, and this sentence shall not adversely affect any right or protection of anyperson existing thereunder with respect to any act or omission occurring prior to such repeal or modification. 

 
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**TWELFTH**: In furtherance and not in limitation of the powers conferred upon it by law,the Board is expressly authorized and empowered to adopt, amend and repeal the Bylaws by the affirmative vote of a majority of the Whole Board. Notwithstanding any other provision of this Certificate of Incorporation or any provision of law thatmight otherwise permit a lesser vote or no vote, but in addition to any affirmative vote of the holders of any series of Preferred Stock required by law, by this Certificate of Incorporation or by any Preferred Stock Designation, the Bylaws may alsobe amended, altered or repealed and new Bylaws may be adopted by the affirmative vote of the holders of at least 66 2/3% in voting power of the stock of the Corporation entitled to vote thereon. 

**THIRTEENTH**: 

A. ForumSelection. Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, the federal district court for the Districtof Delaware) shall, to the fullest extent permitted by law, be the sole and exclusive forum for (1) any derivative action or proceeding brought on behalf of the Corporation, (2) any action asserting a claim of breach of a fiduciary dutyowed by any director, officer or other employee of the Corporation to the Corporation or the Corporation’s stockholders, (3) any action arising pursuant to any provision of the DGCL or this Certificate of Incorporation or the Bylaws (aseither may be amended from time to time), or (4) any action asserting a claim governed by the internal affairs doctrine. Any person or entity purchasing or otherwise acquiring or holding any interest in shares of capital stock of theCorporation shall be deemed to have notice of and consented to the provisions of this Article THIRTEENTH. 

B. PersonalJurisdiction. If any action the subject matter of which is within the scope of Section A immediately above is filed in a court other than a court located within the State of Delaware (a “Foreign Action”) in the name of any stockholder,such stockholder shall be deemed to have consented to (i) the personal jurisdiction of the state and federal courts located within the State of Delaware in connection with any action brought in any such court to enforce Section A immediatelyabove (an “**FSC Enforcement Action**”) and (ii) having service of process made upon such stockholder in any such FSC Enforcement Action by service upon such stockholder’s counsel in the Foreign Action as agent for suchstockholder. 

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IN WITNESS WHEREOF, the undersigned has executed this Amended and Restated Certificate ofIncorporation as of this 30th day of January, 2018. 

 
By: /s/ Peter Van Vlasselaer Name: Peter Van Vlasselaer Title: President