TherapeuticsMD, Inc. - FORM 10-Q - EX-3.5 - ARTICLES OF INCORPORATION FILED IN THE STATE OF NEVADA

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TherapeuticsMD, Inc. Reports

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EX-32.1 - CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 906 - TherapeuticsMD, Inc.	dex321.htm
EX-31.2 - CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 - TherapeuticsMD, Inc.	dex312.htm
EX-31.1 - CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 - TherapeuticsMD, Inc.	dex311.htm
EX-32.2 - CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 906 - TherapeuticsMD, Inc.	dex322.htm
EX-10.14 - RESIGNATION OF ANDREW GOLDEN - TherapeuticsMD, Inc.	dex1014.htm
EX-10.09 - SEATAC'S PROPOSAL TO ACCEPT COLLATERAL - TherapeuticsMD, Inc.	dex1009.htm
EX-10.11 - JOINT DIRECTION TO RELEASE PLEDGED INTERESTS FROM ESCROW - TherapeuticsMD, Inc.	dex1011.htm
EX-10.15 - RESIGNATION OF CHARLES RICHARDSON - TherapeuticsMD, Inc.	dex1015.htm
EX-10.13 - RESIGNATION OF LARRY NEWMAN - TherapeuticsMD, Inc.	dex1013.htm
EX-10.10 - AGREEMENT, ACKNOWLEDGMENT AND CONSENT BETWEEN THE COMPANY AND SEATAC - TherapeuticsMD, Inc.	dex1010.htm
EX-10.16 - RESIGNATION OF KIMBERLY SARUBBI - TherapeuticsMD, Inc.	dex1016.htm
EX-10.12 - TRADEMARK ASSIGNMENT AND AGREEMENT - TherapeuticsMD, Inc.	dex1012.htm
10-Q - FORM 10-Q - TherapeuticsMD, Inc.	d10q.htm
EX-3.4 - ARTICLES OF CONVERSION FILED IN THE STATE OF NEVADA - TherapeuticsMD, Inc.	dex34.htm

EXHIBIT 3.5

ROSS MILLER

Secretary of State

204 North Carson Street, Suite 4

Carson City, Nevada 89701-4520

(775) 684 5708

Website: www.nvsos.gov

USE BLACK INK ONLY - DO NOT HIGHLIGHT

ABOVE SPACE IS FOR OFFICE USE ONLY

1. Name of

Corporation:

AMHN, INC.

2. Registered

Agent for Service

of Process: (check

only one box)

x Commercial Registered Agent: PARACORP INCORPORATED

Name

¨ Noncommercial Registered Agent OR ¨ Office or Position with Entity

(name and address below)

Name of Noncommercial Registered Agent OR Name of Title of Office or Other Position with Entity

Nevada

Street Address

City

Zip Code

Nevada

Mailing Address (if different from street address)

City

Zip Code

3. Authorized

Stock: (number of

shares corporation is

authorized to issue)

Number of

shares with

par value: 60,000,000

Par value

per share:

$ 0.001

Number of

without

par value:

4. Names and

Addresses of the

Board of

Directors/Trustees:

(each Director/Trustee

must be a natural person

at least 18 years of age;

attach additional page if

more than two

directors/trustees)

1) Robert Cambridge

Name

100 N. First Street, Suite 104

Burbank

91502

Street Address

City

State

Zip Code

2) Charles Richardson

Name

100 N. First Street, Suite 104

Burbank

91502

Street Address

City

State

Zip Code

5. Purpose: (optional;

see instructions)

The purpose of the corporation shall be:

All legal purposes existing under the laws of the State of Nevada.

6. Name, Address

and Signature of

Incorporator: (attach

additional page if more

than one incorporator)

Robert Cambridge

Name

Incorporator Signature

100 N. First Street, Suite 104

Burbank

91502

Address

City

State

Zip Code

7. Certificate of

Acceptance of

Appointment of

Registered Agent:

I hereby accept appointment as Registered Agent for the above named Entity.

July 20, 2010

Authorized Signature of Registered Agent or On Behalf of Registered Agent Entity

Date

This form must be accompanied by appropriate fees.

Nevada Secretary of State NRS 78 Articles

Revised: 4-10-09

ARTICLES OF INCORPORATION

AMHN, INC.

The undersigned incorporator hereby forms a corporation pursuant to Chapter 78 of the Nevada Revised Statutes (“NRS”):

ARTICLE I

CORPORATE NAME

The name of the corporation is AMHN, Inc.

ARTICLE II

REGISTERED AGENT

The registered agent for the corporation in the State of Nevada is Paracorp Incorporated, 318 N. Carson Street, Suite 208, Carson City, Nevada 87901.

ARTICLE III

DURATION AND PURPOSE

The duration of the corporation shall be perpetual. The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the NRS.

ARTICLE IV

CAPITAL STOCK

The total number of shares of all classes of capital stock that the Corporation has the authority to issue is Sixty Million (60,000,000) shares of which Fifty Million (50,000,000) shares will be designated common stock, $0.001 par value per share (“Common Stock”) and Ten Million (10,000,000) shares will be designated preferred stock, $0.001 par value per share (“Preferred Stock”).

The Ten Million (10,000,000) shares of Preferred Stock may be designated from time to time in one or more series upon authorization of the corporation’s board of directors. The corporation’s board of directors, without further approval of the corporation’s shareholder, will be authorized to fix the dividend rights and terms, conversion rights, voting rights, redemption rights and terms, liquidation preferences, and any other rights, preferences, privileges and restrictions applicable to each series of Preferred Stock so designated.

ARTICLE V

DIRECTORS

The business of the corporation shall be managed by or under the direction of the corporation’s board of directors. The corporation must maintain at least one director at all times and initially sets the number of director at four members. The number of individuals comprising the corporation’s board of directors shall be fixed upon resolution of the board of directors and may be increased or decreased from time to time in the manner provided in the corporation’s bylaws. The names of the corporation’s initial board of directors are listed below. Except as otherwise listed, the address of each person is c/o AMHN, Inc., 100 North First Street, Suite 104, Burbank, California 91502.

Robert Cambridge, Chairman

Charles Richardson

Kimberly Sarubbi

Andrew Golden

ARTICLE VI

INCORPORATOR

The name and mailing address of the incorporator of the corporation is Robert Cambridge, c/o AMHN, Inc., 100 North First Street, Suite 104, Burbank, California 91502.

ARTICLE VII

BYLAWS

The corporation’s board of directors shall adopt the initial bylaws of the corporation. The corporation’s board of directors shall also have the power to alter, amend or repeal the bylaws, or to adopt new bylaws, except as otherwise provided in the bylaws.

ARTICLE VIII

LIMITATION ON LIABILITY OF DIRECTORS AND OFFICERS

No director or officer of the corporation shall be personally liable to the corporation or any of its shareholders for damages for breach of fiduciary duty as a director or officer involving any act or omission of any act by such director or officer, provided, however, that the foregoing provision shall not eliminate or limit the liability of a director or officer (i) for acts or omissions which involve intentional misconduct, fraud, or a known violation of the law, or (ii) the payment of dividends in violation of Section 78.300 of the NRS. Any repeal or modification of this Article by the shareholders of the corporation shall be prospective only and shall not adversely affect any limitations on the personal liability of a director or officer of the corporation for acts or omissions prior to such repeal or modification.

ARTICLE IX

INDEMNIFICATION

The corporation shall, to the fullest extent permitted by the provisions of 78.502 of the NRS, as the same may be amended and supplemented, indemnify any and all persons whom it shall have power to indemnify under said section from and against any and all of the expenses, liabilities, or other matters referred to in or covered by said section, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under the corporation's bylaws, agreement, vote of shareholders, or disinterested directors, or otherwise, both as to action in his official capacity whole holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such person.

The undersigned, being the incorporator hereinbefore named for the purpose of forming the corporation in the State of Nevada pursuant the NRS, makes and files these Articles of Incorporation, declaring and certifying that the facts herein stated are true.

LOGO

Robert Cambridge, Incorporator

STATE OF CALIFORNIA

COUNTY OF LOS ANGELES

On the 20^th day of July, 2010, Robert Cambridge personally appeared before me, who being by me first duly sworn, declared that he is the person who signed the foregoing document as the incorporator and that the statements herein contained are true.

IN WITNESS WHEREOF, I have hereunto set my hand and seal this 20^th day of July, 2010.

Notary Public

My Commission Expires:

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT

LOGO

State of California

}

County of

Los Angeles



personally appeared		Robert K. Cambridge
		Name(s) of Signer(s)


	who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorised capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
	I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
	WITNESS my hand and official seal.
	Signature
Place Notary Seal Above		Signature of Notary Public


		*OPTIONAL*
		*OPTIONAL*
Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document.



Description of Attached Document

Title or Type of Document:		Articles of Corporation


Document Date:		20 July 2010		Number of Pages:		4


Signer(s) Other Than Named Above:

Capacity(ies) Claimed by Signer(s)


Signer’s Name:


¨ Individual
¨ Corporate Officer — Title(s):


¨ Partner — ¨ Limited ¨ General


¨ Attorney in Fact ¨ Trustee ¨ Guardian or Conservator						RIGHT THUMBPRINT OF SIGNER
						Top of thumb here
						Top of thumb here
¨ Other:

Signer Is Representing:


Signer’s Name:


¨ Individual
¨ Corporate Officer — Title(s):


¨ Partner — ¨ Limited ¨ General


¨ Attorney in Fact ¨ Trustee ¨ Guardian or Conservator						RIGHT THUMBPRINT OF SIGNER
						Top of thumb here
						Top of thumb here
¨ Other:

Signer Is Representing:

LOGO

Articles of Incorporation

(PURSUANT TO NRS CHAPTER 78)

Filed in the office of

Document Number

20100536319-20

Filed in the office of

Filing Date and Time

Ross Miller

07/20/2010 4:02 PM

Secretary of State

State of Nevada

Entity Number

E0343302010-6