Exhibit 3.2

 

CERTIFICATE OF INCORPORATION

OF

SNOWDRIFT PARENT CORPORATION

 

FIRST. The name of the corporation is Snowdrift Parent Corporation (the “Corporation”).

 

SECOND. The address of the Corporation’s registered office in the State of Delaware is 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company.

 

THIRD. The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (the “DGCL”).

 

FOURTH. The total number of shares which the Corporation shall have authority to issue is 10,000 shares of Common Stock, par value $1.00 per share.

 

FIFTH. The name and mailing address of the sole incorporator is Adi Mor, Chemomab Therapeutics, Kiryat Atidim, Bldg. 7, Ent. 1 Tel Aviv, Israel.

 

SIXTH. The board of directors of the Corporation is expressly authorized to adopt, amend or repeal the bylaws of the Corporation.

 

SEVENTH. Elections of directors need not be by written ballot except and to the extent provided in the bylaws of the Corporation.

 

EIGHTH. The number of directors of the Corporation shall be fixed by, or in the manner provided in, the bylaws of the Corporation.

 

NINTH. Any action required or permitted to be taken at any annual or special meeting of stockholders of the Corporation, including but not limited to the election of directors, may betaken without a meeting, without prior notice, and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of the outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

 

TENTH. (A) To the fullest extent permitted by the DGCL as the same exists or as may hereafter be amended, a director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty as a director.

 

(B) The Corporation shall indemnify to the fullest extent permitted by law any person made or threatened to be made a party to an action or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that he or she, his or her testator or intestate is or was a director or officer of the Corporation or any predecessor of the Corporation or serves or served at any other enterprise as a director or officer at the request of the Corporation or any predecessor to the Corporation.

 

(C) Neither any amendment nor repeal of this Article TENTH, nor the adoption of any provision of the Corporation’s Certificate of lncorporation inconsistent with this Article TENTH, shall eliminate or reduce the effect of this Article TENTH in respect of any matter occurring, or any action or proceeding accruing or arising or that, but for this Article TENTH, would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision.

 

 

 

 

I, THE UNDERSIGNED, being the sole incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the DGCL, do make this Certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this 30th day of June, 2026.

 

  /s/ Adi Mor
  By: Adi Mor
  Title: lncorporator

 

(Signature page to Certificate of Incorporation)