- Current report filing (8-K)
October 22 2009 - 5:05AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 22, 2009
HOLLIS-EDEN PHARMACEUTICALS, INC.
(Exact name of
registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
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000-24672
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13-3697002
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(Commission File No.)
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(IRS Employer Identification No.)
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4435 Eastgate Mall, Suite 400
San Diego, California 92121
(Address of principal executive offices and zip code)
Registrants
telephone number, including area code: (858) 587-9333
Not Applicable.
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
Effective October 19, 2009, Hollis-Eden Pharmaceuticals, Inc., a Delaware corporation (the Company), executed an Amended and Restated Rights
Agreement (the Rights Agreement) between the Company and American Stock Transfer and Trust Company, LLC, as Rights Agent, amending and restating the Rights Agreement dated as of November 15, 1999 (the Original Rights
Agreement). The purposes of this amendment of the Original Agreement include, among other things: to extend the expiration date of the preferred share purchase rights (the Rights) issued pursuant to the Rights Agreement from
November 14, 2009 to November 14, 2019; to change how many new shares of common stock of the Company (the Common Shares) the Rights holders can purchase at a price of $100 per Right (the Purchase Price) after the
15% threshold is crossed from two times the number of Common Shares that the Purchase Price is worth to five times the number of Common Shares that the Purchase Price is worth; to decrease the redemption price for Company-initiated redemption of the
Rights from $0.01 to $0.0001.
ITEM 3.03 MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS.
The disclosures in Item 1.01 of this Current Report on Form 8-K are incorporated herein by reference. The rights of holders of the outstanding Rights
issued under the Original Agreement were modified pursuant to the Rights Agreement.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
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Exhibit
Number
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Description
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4.1
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Amended and Restated Rights Agreement entered into on October 19, 2009 between Hollis-Eden Pharmaceuticals, Inc. and American Stock Transfer and Trust Company, LLC, which includes
as
Exhibit A
thereto a form of Amended and Restated Certificate of Designation, as
Exhibit B
thereto a revised Form of Right Certificate and as
Exhibit C
thereto a revised Summary of Rights to Purchase Preferred
Shares.
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4.2
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Amended and Restated Certificate of Designation of Series B Junior Participating Preferred Stock, as filed with the Delaware Secretary of State on October 20, 2009.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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HOLLIS-EDEN PHARMACEUTICALS, INC.
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Dated: October 22, 2009
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By:
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/s/ R
OBERT
W. W
EBER
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Robert W. Weber
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Chief Financial Officer
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EXHIBIT INDEX
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Exhibit No.
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Description
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4.1
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Amended and Restated Rights Agreement entered into on October 19, 2009 between Hollis-Eden Pharmaceuticals, Inc. and American Stock Transfer and Trust Company, LLC., which includes
as
Exhibit A
thereto a form of Amended and Restated Certificate of Designation, as
Exhibit B
thereto a revised form of Right Certificate and as
Exhibit C
thereto a revised Summary of Rights to Purchase Preferred
Shares.
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4.2
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Amended and Restated Certificate of Designation of Series B Junior Participating Preferred Stock, as filed with the Delaware Secretary of State on October 20, 2009.
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