Exhibit 4.1


 










CERTIFICATE
OF AMENDMENT 


TO
THE 


AMENDED
AND RESTATED CERTIFICATE OF INCORPORATION


OF


ATOSSA
GENETICS INC. 


 


Atossa
Genetics Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby
certifies as follows:


 


	FIRST:	 	That
    the Board of Directors of the Corporation has duly adopted resolutions authorizing the Corporation to execute and file with
    the Secretary of State of the State of Delaware this Certificate of Amendment to the Amended and Restated Certificate of Incorporation,
    as amended (this “Amendment”) to (i) combine each twelve (12) outstanding shares of the Corporation’s Common
    Stock, par value $0.015 per share (the “Common Stock”), into one (1) validly issued, fully paid and non-assessable
    share of Common Stock and (ii) increase the number of authorized shares of Common Stock by 100,000,000 shares.
	 	 	 
	SECOND:	 	That
    this Amendment was duly adopted in accordance with the terms of the Amended and Restated Certificate of Incorporation, as
    amended, and the applicable provisions of Section 242 of the Delaware General Corporation Law by the Board of Directors and
    stockholders of the Corporation.
	 	 	 
	THIRD:	 	That
        upon the effectiveness of this Amendment, the Amended and Restated Certificate of Incorporation, as amended, is hereby
        amended such that ARTICLE IV is amended and restated in its entirety to read as set forth below, with no other changes
        to be made.

         

        CAPITAL
        STOCK

         

        The
        total number of shares of capital stock which the Corporation shall have authority to issue is One Hundred Eighty Five
        Million (185,000,000), consisting of One Hundred Seventy Five Million (175,000,000) shares of common stock, par value
        $0.18 per share (the “Common Stock”), and Ten Million (10,000,000) shares of preferred stock, par value $0.001
        per share (the “Undesignated Preferred Stock”). 

         

        Except
        as otherwise provided in any certificate of designations of any series of Undesignated Preferred Stock, the number of
        authorized shares of the class of Common Stock or Undesignated Preferred Stock may from time to time be increased or decreased
        (but not below the number of shares of such class outstanding) by the affirmative vote of the holders of a majority in
        voting power of the outstanding shares of capital stock of the Corporation irrespective of the provisions of Section 242(b)(2)
        of the DGCL.

         

        The
        powers, preferences and rights of, and the qualifications, limitations and restrictions upon, each class or series of
        stock shall be determined in accordance with, or as set forth below in, this Article IV.

         

        Upon
        the Effective Time, following the filing and effectiveness pursuant to the Delaware General Corporation Law of this Amendment,
        each twelve (12) shares of Common Stock issued and outstanding immediately prior to the Effective Time shall, automatically
        and without any action on the part of the respective holders thereof, be combined and converted into one (1) share of
        Common Stock (the “Reverse Stock Split”). No fractional shares shall be issued in connection with the Reverse
        Stock Split, nor shall stockholders who otherwise would be entitled to receive fractional shares of Common Stock receive
        cash (without interest or deduction) from the Corporation’s transfer agent in lieu of such fractional share interests;
        rather, fractions shall be rounded up to the next whole share. Each certificate that immediately prior to the Effective
        Time represented shares of Common Stock (“Old Certificates”), shall thereafter represent that number of shares
        of Common Stock into which the shares of Common Stock represented by the Old Certificate shall have been combined, subject
        to the rounding up of fractional share interests as described above.

         

        A.
        COMMON STOCK

         

        Subject
        to all the rights, powers and preferences of the Undesignated Preferred Stock and except as provided by law or in this
        Certificate (or in any certificate of designations of any series of Undesignated Preferred Stock):

         

        (a)
        the holders of the Common Stock shall have the exclusive right to vote for the election of directors of the Corporation
        (the “Directors”) and on all other matters requiring stockholder action, each outstanding share entitling
        the holder thereof to one vote on each matter properly submitted to the stockholders of the Corporation for their vote;
        provided, however, that, except as otherwise required by law, holders of Common Stock, as such, shall not
        be entitled to vote on any amendment to this Certificate (or on any amendment to a certificate of designations of any
        series of Undesignated Preferred Stock) that alters or changes the powers, preferences, rights or other terms of one or
        more outstanding series of Undesignated Preferred Stock if the holders of such affected series of Undesignated Preferred
        Stock are entitled to vote, either separately or together with the holders of one or more other such series, on such amendment
        pursuant to this Certificate (or pursuant to a certificate of designations of any series of Undesignated Preferred Stock)
        or pursuant to the DGCL;




 






     


     


    

 


	 	 	(b)
dividends may be declared and paid or set apart for payment upon the Common Stock out of any assets or funds of the Corporation
legally available for the payment of dividends, but only when and as declared by the Board of Directors or any authorized committee
thereof; and

         

        (c)
        upon the voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the net assets of the Corporation
        shall be distributed pro rata to the holders of the Common Stock.

         

        B.
        UNDESIGNATED PREFERRED STOCK

         

        The
        Board of Directors or any authorized committee thereof is expressly authorized, to the fullest extent permitted by law,
        to provide by resolution or resolutions for, out of the unissued shares of Undesignated Preferred Stock, the issuance
        of the shares of Undesignated Preferred Stock in one or more series of such stock, and by filing a certificate of designations
        pursuant to applicable law of the State of Delaware, to establish or change from time to time the number of shares of
        each such series, and to fix the designations, powers, including voting powers, full or limited, or no voting powers,
        preferences and the relative, participating, optional or other special rights of the shares of each series and any qualifications,
        limitations and restrictions thereof.

         

	FOURTH:	 	 This
    Amendment shall be effective as of April 20, 2018, at 12:01 a.m., Eastern Time (the “Effective Time”).


 


[Remainder
of Page Intentionally Left Blank]


 




     


     


    

 


IN
WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to the Amended and Restated Certificate of Incorporation
to be executed by Steven C. Quay, its Chief Executive Officer, this 19th day of April, 2018.


	 	 	 
	ATOSSA
    GENETICS INC.
	 	 
	By:	 	/s/
Steven C. Quay
	 

	Name:	 	Steven
    C. Quay, M.D., Ph.D.
	Title:	 	Chairman,
    Chief Executive Officer and President


 


[Signature
Page to Certificate of Amendment]