SEC Connect





 





Exhibit
4.01






CERTIFICATE
OF


AMENDED
AND RESTATED ARTICLES OF INCORPORATION


OF


INNOVUS
PHARMACEUTICALS, INC.


Pursuant to the
provisions of Nevada Revised Statutes 78.390 and 78.403, the
undersigned officer of Innovus Pharmaceuticals, Inc., a Nevada
corporation, does hereby certify as follows:


A.           The
board of directors of the corporation has duly adopted resolutions
proposing to amend and restate the articles of incorporation of the
corporation as set forth below, declaring such amendment and
restatement to be advisable and in the best interests of the
corporation.


B.           The
amendment and restatement of the articles of incorporation as set
forth below has been approved by at least a majority of the voting
power of the stockholders of the corporation, which is sufficient
for approval thereof.


C.           This
certificate sets forth the text of the articles of incorporation of
the corporation as amended and restated in their entirety to this
date as follows:


 


AMENDED
AND RESTATED ARTICLES OF INCORPORATION


OF


INNOVUS
PHARMACEUTICALS, INC.

 
ARTICLE I


NAME


 


The
name of the corporation is Innovus Pharmaceuticals, Inc. (the
“Corporation”).


 
ARTICLE
II


REGISTERED
OFFICE


The
Corporation may, from time to time, in the manner provided by law,
change the registered agent and registered office within the State
of Nevada. The Corporation may also maintain an office or offices
for the conduct of its business, either within or without the State
of Nevada.

 
ARTICLE III


PURPOSE


The
Corporation is formed for the purpose of engaging in any lawful
activity for which corporations may be organized under the laws of
the State of Nevada.



 







 






 


ARTICLE IV


AUTHORIZED CAPITAL
STOCK


The
total authorized capital stock of the Corporation consists of three
hundred million (300,000,000) shares of capital stock, par value
$0.001 per share, consisting of (a) two hundred ninety two million
five hundred thousand (292,500,000) shares of common stock, par
value $0.001 per share, and (b) seven million five hundred thousand
(7,500,000) shares of
preferred stock, par value $0.001 per share (“Preferred Stock”). The
board of directors of the Corporation is hereby vested, to the
fullest extent permitted under the Nevada Revised Statutes (the
“NRS”),
with the authority to designate from time to time, by duly adopted
resolution(s), one or more series of the Preferred Stock, to fix
the number of shares constituting such series and to prescribe the
voting powers, designations, preferences, qualifications,
limitations, restrictions and relative, participating, optional and
other rights of such series. Any such resolution prescribing a
series of Preferred Stock must include a distinguishing designation
for such series. Except as otherwise required by law, holders of
any series of Preferred Stock shall be entitled to only such voting
rights, if any, as shall expressly be granted thereto by these
Amended and Restated Articles of Incorporation (as the same may be
further amended from time to time, the “Articles of
Incorporation”), including the certificate of
designation relating to such series of Preferred Stock, or the NRS.
To the extent provided in the certificate of designation relating
to a series of Preferred Stock, the board of directors may increase
(but not above the total number of then authorized and undesignated
shares of Preferred Stock) or decrease (but not below the number of
shares of that series then outstanding) the number of shares of
such series.


 


ARTICLE V


DIRECTORS


The
board of directors of the Corporation shall be elected or appointed
in such manner as shall be provided in the bylaws of the
Corporation (as amended from time to time, the “Bylaws”). Except as
otherwise fixed or provided for pursuant to the provisions of the
Articles of Incorporation, including any certificate of designation
relating to any series of Preferred Stock, the number of directors
may be changed from time to time in the manner provided in the
Bylaws.


ARTICLE VI


INAPPLICABILITY OF
CERTAIN NEVADA STATUTES


Section
1.                      
Inapplicability of
Combinations with Interested Stockholders Statutes. At such
time, if any, as the Corporation becomes a “resident domestic
corporation” (as that term is defined in NRS 78.427), the
Corporation shall not be subject to, or governed by, any of the
provisions in NRS 78.411 to 78.444, inclusive, as amended from time
to time, or any successor statutes.


Section
2.                      
Inapplicability of
Acquisition of Controlling Interest Statutes. In accordance
with the provisions of NRS 78.378, the provisions of NRS 78.378 to
78.3793, inclusive, as amended from time to time, or any successor
statutes, relating to acquisitions of controlling interests in the
Corporation, shall not apply to the Corporation or to any
acquisition of any shares of the Corporation’s capital
stock.


ARTICLE VII


INDEMNIFICATION;
EXCULPATION


Section
1.                     
Payment of
Expenses. To the fullest extent permitted under the NRS
(including, without limitation, to the fullest extent permitted
under NRS 78.7502 and 78.751(3)) and other applicable law, the
Corporation shall indemnify directors and officers of the
Corporation in their respective capacities as such and in any and
all other capacities in which any of them serves at the request of
the Corporation. In addition to any other rights of indemnification
permitted by the laws of the State of Nevada or as may be provided
for by the Corporation in the Bylaws or by agreement, the expenses
of directors and officers incurred in defending a civil or criminal
action, suit or proceeding, involving alleged acts or omissions of
such director or officer in his or her capacity as a director or
officer of the Corporation, must be paid, by the Corporation or
through insurance purchased and maintained by the Corporation or
through other financial arrangements made by the Corporation, as
they are incurred and in advance of the final disposition of the
action, suit or proceeding, upon receipt of an undertaking
by or on behalf of the
director or officer to repay the amount if it is ultimately
determined by a court of competent jurisdiction that he or she is
not entitled to be indemnified by the Corporation.


 



 







 






 



Section
2.                      
Limitation on
Liability. The liability of directors and officers of the
Corporation shall be eliminated or limited to the fullest extent
permitted by the NRS. If the NRS are amended to further eliminate
or limit or authorize corporate action to further eliminate or
limit the liability of directors or officers, the liability of
directors and officers of the Corporation shall be eliminated or
limited to the fullest extent permitted by the NRS, as so amended
from time to time.

Section
3.                      
Repeal and
Conflicts. Any repeal or modification of Section 1 or Section 2 of Article VI approved by the
stockholders of the Corporation shall be prospective only, and
shall not adversely affect any limitation on the liability of a
director or officer of the Corporation existing as of the time of
such repeal or modification. In the event of any conflict between
Section 1 or
Section 2 of
Article VI and any
other provision of the Articles of Incorporation, the terms and
provisions of Section
1 and/or Section
2 of Article
VI shall control.

 


ARTICLE VIII


MISCELLANEOUS


Section
1.                      
Mandatory Forum. To
the fullest extent permitted by law, and unless the Corporation
consents in writing to the selection of an alternative forum, the
Eighth Judicial District Court of Clark County, Nevada, shall be
the sole and exclusive forum for any or all actions, suits or
proceedings, whether civil, administrative or investigative or that
asserts any claim or counterclaim (each, an “Action”): (a) brought in
the name or right of the Corporation or on its behalf; (b)
asserting a claim for breach of any fiduciary duty owed by any
director, officer, employee or agent of the Corporation to the
Corporation or the Corporation’s stockholders; (c) arising or
asserting a claim arising pursuant to any provision of NRS Chapters
78 or 92A or any provision of the Articles of Incorporation or
Bylaws; (d) to interpret, apply, enforce or determine the validity
of the Articles of Incorporation or Bylaws; or (e) asserting a
claim governed by the internal affairs doctrine. In the event that
the Eighth Judicial District Court of Clark County, Nevada does not
have jurisdiction over any such Action, then any other state
district court located in the State of Nevada shall be the sole and
exclusive forum for such Action. In the event that no state
district court in the State of Nevada has jurisdiction over any
such Action, then a federal court located within the State of
Nevada shall be the sole and exclusive forum for such
Action.


Section
2.                      
Severability. If
any provision or provisions of the Articles of Incorporation is
held to be invalid, illegal or unenforceable as applied to any
circumstance for any reason whatsoever: (a) the validity, legality
and enforceability of such provision(s) in any other circumstance
and of the remaining provisions of the Articles of
Incorporation(including, without limitation, each portion of any
paragraph of the Articles of Incorporation containing any such
provision held to be invalid, illegal or unenforceable that is not
itself held to be invalid, illegal or unenforceable) shall not in
any waybe affected or impaired thereby; and (b) to the fullest
extent possible, the provisions of the Articles of Incorporation
(including, without limitation, each such portion of any paragraph
of the Articles of Incorporation containing any such provision
heldto be invalid, illegal or unenforceable) shall be construed (i)
so as to permit the Corporation to protect its directors, officers,
employees and agents from personal liability in respect of their
good faith service or (ii) for the benefit of the Corporation to
the fullest extent permitted by law.


Section
3.                      
Deemed Notice and
Consent. To the fullest extent permitted by law, each and
every natural person, corporation, general or limited partnership,
limited liability company, joint venture, trust, association or any
other entity purchasing or otherwise acquiring any interest (of any
nature whatsoever) in any shares of the capital stock of the
Corporation shall be deemed, by reason of and from and after the
time of such purchase or other acquisition, to have notice of and
to have consented to all of the provisions of (a) the Articles of
Incorporation (including, without limitation, Section
1 of this Article and this Section
3), (b) the Bylaws and (c) any amendment to the Articles
of Incorporation or the Bylaws enacted or adopted in accordance
with the Articles of Incorporation, the Bylaws and applicable
law.


Section
4.                      
Amendments to
Bylaws. The authority to adopt, amend or repeal the Bylaws
or any provision thereof is hereby reserved exclusively to the
board of directors of the Corporation, and the stockholders of the
Corporation shall have no authority or right to adopt, amend or
repeal the Bylaws.


*            *            *            *



 







 






 


IN
WITNESS WHEREOF, I have executed this Certificate of Amended and
Restated Articles of Incorporation of Innovus Pharmaceuticals, Inc.
as of October 10, 2016.


 


 


	
 

	
 
/s/ Bassam
Damaj


 Name:  Bassam
Damaj


 Title:   
Chief Executive Officer