Effective January 31, 2013, Stemline Therapeutics, Inc. ("Stemline") amended its Certificate of Incorporation and Bylaws. A description of the Restated Certificate of Incorporation ("Charter") and the Amended and Restated Bylaws ("Bylaws") is incorporated herein by reference from the prospectus filed by Stemline with the Commission on January 29, 2013 (see pages 155 - 157 under the heading "Description of Capital Stock"). The Charter and Bylaws are filed as exhibits to this Form 8-K.

The following exhibits to this report shall be deemed filed under the Securities Exchange Act of 1934, as amended.

Exhibit Number                            Description
3.1              Restated Certificate of Incorporation, dated January 31, 2013.

3.2              Amended and Restated Bylaws, dated January 31, 2013.