Exhibit
3.1





RESTATED
CERTIFICATE OF INCORPORATION




OF




CLEVELAND
BIOLABS, INC.




The Board
of Directors of Cleveland BioLabs, Inc., in accordance with Section 245 of the
General Corporation Law of Delaware, duly adopted the following Restated
Certificate of Incorporation. This document only restates and integrates and
does not further amend the provisions of the Certificate of Incorporation of
Cleveland BioLabs Inc., duly filed with the Secretary of State of Delaware on
June 5, 2003, as heretofore amended or supplemented, and there is no discrepancy
between those provisions and the provisions of this Restated Certificate of
Incorporation.




FIRST:  The name of
the corporation is Cleveland BioLabs, Inc. (the “Corporation”).




SECOND:  The address
of the Corporation’s registered office in the State of Delaware is 2711
Centerville Road, Suite 400, Wilmington, Delaware 19808 in the county of New
Castle. The name of the Corporation’s registered agent is LexisNexis Document
Solutions Inc.




THIRD:  The nature
of the business or purposes to be conducted or promoted is to engage in any
lawful act or activity for which corporations may be organized under the General
Corporation Law of Delaware (the “GCL”).




FOURTH: The total number of
shares of capital stock of all classes which the Corporation shall have
authority to issue is 90,000,000 shares, which shall be divided as
follows:  (i) 80,000,000 shares of Common Stock, par value $0.005 per
share (“Common Stock”),
and (ii) 10,000,000 shares of Preferred Stock, par value $0.005 per share
(“Preferred
Stock”).





Each
share of Common Stock shall have the right to one vote with respect to any
question upon which holders of Common Stock have the right to vote, except as
set forth herein or any limitations required by law.  The holders of
shares of Common Stock shall not have cumulative voting rights.





Preferred
Stock may be issued from time to time in one or more series.  Subject
to the other provisions of this Certificate of Incorporation and any limitations
prescribed by law, the Board of Directors of the Corporation (the “Board”) is authorized to
provide for the issuance of and issue shares of Preferred Stock in series and,
by filing a certificate pursuant to the laws of the State of Delaware, to
establish from time to time the number of shares to be included in each such
series and to fix the designation, powers, preferences and rights of the shares
of each such series and any qualifications, limitations or restrictions
thereof.  Subject to the other provisions of this Certificate of
Incorporation (the “Certificate”) and any
limitations prescribed by law, shares of each such series may (i) rank senior to
shares of any capital stock as to the payment of the distribution of assets on
liquidation; (ii) bear a stated dividend and/or rank senior to shares of any
capital stock as to the payment of dividends; (iii) be redeemable by the holder
thereof; (iv) have voting or other rights with respect to the control of the
Corporation which rank senior to shares of any outstanding capital stock; or (v)
otherwise have rights, powers or preferences which are senior or otherwise
superior to shares of any outstanding capital stock.  Subject to the
other provisions of this Certificate and any limitations prescribed by law, no
consent of the holders of Common Stock or any outstanding series of Preferred
Stock, shall be required in connection with such authorization and issuance by
the Board of Directors of any such series of Preferred Stock.





FIFTH:  RESERVED.





SIXTH:  The Board of
Directors of the Corporation is expressly authorized to adopt, amend or repeal
the by-laws of the Corporation (the “By-Laws”).




SEVENTH:





(a) The
business and affairs of the Corporation shall be managed by or under the
direction of the Board.





(b) The
Board shall consist of not less than five nor more than fifteen members, the
exact number of which shall be fixed from time to time by the
Board.





(c) Any
vacancy on the Board that results from an increase in the number of directors
may be filled by a majority of the Board then in office, provided that a quorum
is present, and any other vacancy occurring on the Board may be filled by a
majority of the Board then in office, even if less than a quorum, or by a sole
remaining director.  Any director elected to fill a vacancy shall hold
office for a term that shall coincide with the remaining term of the other
directors.  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 two-thirds of the voting power of the issued and outstanding
shares of capital stock of the Corporation entitled to vote in connection with
the election of directors.










(d) In
addition to the powers and authority hereinabove or by statute expressly
conferred upon them, the directors are hereby empowered to exercise all such
powers and do all such acts and things as may be exercised or done by the
Corporation, subject nevertheless to the GCL, the Certificate, as amended, and
the By-Laws of the Corporation.




EIGHTH:  The
Corporation is to have perpetual existence.




NINTH:





(a) Any
action required or permitted to be taken by the stockholders of the Corporation
shall be effected only at a duly called annual or special meeting of the
stockholders of the Corporation and shall not be effected by consent in writing
by the holders of outstanding stock pursuant to Section 228 of the GCL or any
other provision of the GCL.





(b)
Meetings of the stockholders may be held within or without the State of Delaware
as the By-Laws of the Corporation may provide.  The books of the
Corporation may be kept (subject to any provision contained in the GCL) outside
the State of Delaware at such place or places as may be designated from time to
time by the Board or in the By-Laws of the Corporation.





(c)
Unless otherwise required by law, special meetings of the stockholders, for any
purpose or purposes, may be called by either (i) the Chairman of the Board, if
there be one, or (ii) the Board.  The ability of the stockholders to
call a special meeting of the stockholders is specifically denied.





TENTH:  Whenever a
compromise or arrangement is proposed between the Corporation and its creditors
or any class of them and/or between the Corporation and its stockholders or any class of
them, any court of equitable jurisdiction within the State of Delaware may, on
the application in a summary way of the Corporation or on the application of any
receiver or receivers appointed for this Corporation under the provisions of
Section 291 of Title 8 of the GCL or on the application of trustees in
dissolution or of any receiver or receivers appointed for the Corporation under
the provisions of Section 279 of Title 8 of the GCL, order a meeting of the
creditors or class of creditors, and/or of the stockholders or class of
stockholders of the Corporation, as the case may be, to be summoned in such
manner as the said court directs. If a majority in number representing
three-fourths in value of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of the Corporation, as the case may be,
agree to any compromise or arrangement and to any reorganization of the
Corporation as a consequence of such compromise or arrangement, the said
compromise or arrangement and the said reorganization shall, if sanctioned by
the court to which the said application has been made, be binding on all the
creditors or class of creditors, and/or on all the stockholders or class of
stockholders, of the Corporation, as the case may be, and also on this
Corporation.




ELEVENTH:  No
director of the Corporation shall be personally liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (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 involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the GCL, as the same exists or hereafter may be amended, or (iv)
for any transaction from which the director derived an improper personal
benefit.  If the GCL is amended to authorize the further elimination
or limitation of liability of directors, then the liability of a director of the
Corporation, in addition to the limitation on personal liability provided
herein, shall be limited to the fullest extent permitted by the amended
GCL.  Any repeal or modification of this Article Eleventh by the
stockholders of the Corporation shall be prospective only and shall not
adversely affect any limitation on the personal liability of a director of the
Corporation existing at the time of such repeal or modification.





TWELFTH:  The
Corporation shall indemnify its directors and officers to the fullest extent
authorized or permitted by applicable law, as now or hereafter in effect, and
such right to indemnification shall continue as to a person who has ceased to be
a director or officer of the Corporation and shall inure to the benefit of his
or her heirs, executors and personal and legal representatives; provided,
however, that except for proceedings to enforce rights to indemnification, the
Corporation shall not be obligated to indemnify any director or officer (or his
or her heirs, executors or personal or legal representatives) or advance
expenses in connection with a proceeding (or part thereof) initiated by such
person unless such proceeding (or part thereof) was authorized or consented to
by the Board.  The right to indemnification conferred by this Article
Twelfth shall include the right to be paid by the Corporation the expenses
incurred in defending or otherwise participating in any proceeding in advance of
its final disposition upon receipt by the Corporation of an undertaking by or on
behalf of the director or officer receiving advancement to repay the amount
advanced if it shall ultimately be determined that such person is not entitled
to be indemnified by the Corporation under this Article Twelfth.





The
Corporation may, to the extent authorized from time to time by the Board provide
rights to indemnification and to the advancement of expenses to employees and
agents of the Corporation similar to those conferred in this Article Twelfth to
directors and officers of the Corporation.










The
rights to indemnification and to the advancement of expenses conferred in this
Article Twelfth shall not be exclusive of any other rights which any person may
have or hereafter acquire under this Certificate, the By-Laws, any statute,
agreement, vote of stockholders or disinterested directors or
otherwise.





Any
repeal or modification of this Article Twelfth by the stockholders of the
Corporation shall not adversely affect any rights to indemnification and to the
advancement of expenses of a director, officer, employee or agent of the
Corporation existing at the time of such repeal or modification with respect to
any acts or omissions occurring prior to such repeal or
modification.





THIRTEENTH:  The
Corporation reserves the right to amend, alter, change or repeal any provision
contained in this certificate of incorporation in the manner now or hereafter
prescribed herein and by the laws of the State of Delaware, and all rights
conferred herein upon stockholders are granted subject to this
reservation.










The
undersigned hereby acknowledges that the foregoing Restated Certificate of
Incorporation is the Corporation’s act and deed, and that the facts stated
therein are true.




Dated: March
18, 2010


Cleveland BioLabs,
      Inc./s/
      Michael FonsteinMichael
      FonsteinPresident
      and Chief Executive Officer