UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
NOTIFICATION OF LATE FILING
(Check One)
[ ] Form 10-K / 10-KSB [ ] Transition Report on Form 10-K /10KSB
[ ] Form 20-F [ ] Transition Report on Form 20F
[ ] Form 11-K [ ] Transition Report on Form 11K
[X] Form 10-Q / 10-QSB [ ] Transition Report on Form 10-Q /10-QSB
[ ] Form N-SAR
For Period Ended: December 31, 2005 For the Transition Period:________________
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If the notification relates to a portion of the filing checked above, identify
the item(s) to which the notification relates:
PART I - REGISTRANT INFORMATION
AEOLUS PHARMACEUTICALS, INC.
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Full Name of Registrant
23811 Inverness Place
Address of Principle Executive Office (Street and Number)
Laguna Niguel, California 92677
City, State and Zip Code
PART II - RULES 12B-25(B) AND (C)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
(a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or
expense;
(b) The subject annual report, semi-annual report, transition
report on Form 10-K / 10-KSB Form 20-F, 11-K or Form N-SAR, or
portion thereof, will be filed on or before the fifteenth
[X] calendar day following the prescribed due date; or the subject
quarterly report or transition report on Form 10-Q / 10-QSB,
or portion thereof will be filed on or before the fifth
calendar day following the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III - NARRATIVE
State below in reasonable detail the reasons why the Form 10-K / 10-KSB, 20-F,
11-K, 10-Q / 10QSB, N-SAR, or the transition report portion thereof, could not
be filed within the prescribed time period.
Registrant was unable to complete its preparation of its financial statements in
sufficient time for Registrant to timely prepare and review internally, and
file, its quarterly report on Form 10-Q for the quarter ended December 31, 2005
without an unreasonable effort and expense.
PART IV - OTHER INFORMATION
1. Name and telephone number of persons to contact in regard to this
notification.
Michael P. McManus 949 481-9825
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(Name) (Area Code) (Telephone Number)
2. Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such shorter
period that the registrant was required to file such report(s) been filed?
If answer is no, identify report(s). [X] Yes [_] No
3. Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected
by the earnings statements to be included in the subject report or portion
thereof? [_] Yes [X] No
If so, attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.
SIGNATURE
AEOLUS PHARMACEUTICALS, INC.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: February 15, 2006 By: /s/ Michael P. McManus
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Michael P. McManus
Chief Accounting Officer