Amendment and Restatement of Certificate of Incorporation and Bylaws

On January 30, 2013, LipoScience, Inc. (the "Company") filed a third amended and restated certificate of incorporation (the "Amended Certificate") with the Secretary of State of the State of Delaware in connection with the closing of the Company's initial public offering of shares of its common stock (the "IPO"). The Company's board of directors and stockholders previously approved the Amended Certificate to be filed in connection with, and to be effective upon, the closing of the IPO, and the form of the Amended Certificate was filed as Exhibit 3.3 to the Company's Registration Statement on Form S-1 (the "Registration Statement") filed in connection with the IPO.

On January 30, 2013, the Company's Amended and Restated Bylaws (the "Amended Bylaws") became effective in connection with the closing of the IPO. The Company's board of directors previously approved the Amended Bylaws to become effective on the closing of the IPO, and the form of the Amended Bylaws was filed as Exhibit 3.5 to the Registration Statement.

The Amended Certificate amends and restates in its entirety the Company's certificate of incorporation, as amended, and the Amended Bylaws amend and restate, in their entirety, the Company's bylaws. Collectively, the Amended Certificate and the Amended Bylaws, among other things: (i) authorize 75,000,000 shares of common stock; (ii) eliminate all references to the previously existing series of preferred stock; (iii) authorize 5,000,000 shares of undesignated preferred stock that may be issued from time to time by the Company's board of directors in one or more series; (iv) provide that the Company's board of directors be divided into three classes with staggered three-year terms, with one class of directors to be elected at each annual meeting of the Company's stockholders; (v) provide that directors may only be removed with cause and only upon the affirmative vote of holders of at least two-thirds of the voting power of all then-outstanding shares of capital stock of the Company entitled to vote generally in the election of directors; (vi) provide that, subject to limited exceptions, vacancies on the board shall only be filled by the remaining members of the board; (vii) eliminate the ability of the Company's stockholders to take action by written consent in lieu of a meeting; and (viii) provide that only the board, the chairman of the board or the chief executive officer may call a special meeting of stockholders.

The foregoing description of the Amended Certificate and the Amended Bylaws is qualified in its entirety by reference to the full texts of the Amended Certificate, which is filed as Exhibit 3.1 hereto, and the Amended Bylaws, which are filed as Exhibit 3.2 hereto, each of which is incorporated by reference herein.

(d) Exhibits

Exhibit
Number       Exhibit Description

3.1          Third Amended and Restated Certificate of Incorporation of the Registrant.

3.2          Amended and Restated Bylaws of the Registrant.