Unassociated Document
 
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): February 16, 2006

AEOLUS PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation)
 
  
 
0-50481
  
56-1953785
(Commission File Number)
  
(IRS Employer Identification No.)

23811 Inverness Place
Laguna Niguel, California 92677
(Address of Principal Executive Offices, Including Zip Code)

949-481-9825
(Registrant’s Telephone Number, Including Area Code)
 

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:
 
 
£ 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
£
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 
£
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
£
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 


Item 5.03  Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On March 23, 2006, the shareholders of Aeolus Pharmaceuticals, Inc. approved an Amendment of the Amended and Restated Certificate of Incorporation to increase the authorized number of shares of Preferred Stock from three million (3,000,000) shares to ten million (10,000,000) shares.

A copy of the Certificate of Amendment of Amended and Restated Certificate of Incorporation is attached as Exhibit 3.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(c)  
    Exhibits

Exhibit #
  
Description
 
3.1
  
 
Certificate of Amendment of Amended and Restated Certificate of Incorporation


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.
 
     
  AEOLUS PHARMACEUTICALS, INC.
 
 		  
 		  
 
Date: March 27, 2006 By:   /s/ Michael P. McManus
 
Michael P. McManus
  Chief Accounting Officer, Treasurer and Secretary
 
2

Exhibit Index

 
Exhibit #
  
 
Description
 
3.1
  
 
Certificate of Amendment of Amended and Restated Certificate of Incorporation

3