Shareholder Meeting Results

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 27, 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)
£  
Soliiting 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 October 27, 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 Common Stock from ten million (10,000,000) shares to one hundred fifty million (150,000,000) 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: October 30, 2006
/s/ Michael P. McManus___________________
Michael P. McManus
Chief Financial Officer, Treasurer and Secretary