Delaware
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56-1953785
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(State
or other jurisdiction of
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(I.R.S.
Employer
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incorporation
or organization)
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Identification
Number)
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||||||||
Title
of Securities to be Registered
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Amount
to
be
Registered(1)
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Proposed
Maximum
Offering
Price
Per
Share(2)
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Proposed
Maximum
Aggregate
Offering
Price(2)
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Amount
of
Registration
Fee(2)
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Common
Stock, par value $0.01 per share
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3,000,000
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$0.685
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$2,055,000
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$63.09
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(1)
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Pursuant
to Rule 416 under the Securities Act of 1933, as amended (the “Securities
Act”), this Registration Statement shall also cover any additional shares
of the Registrant’s Common Stock that become issuable under the
Registrant’s Amended and Restated 2004 Stock Option Plan (the “Plan”) by
reason of any stock splits, stock dividends, recapitalizations or
other
similar transactions effected without the Registrant’s receipt of
consideration that results in an increase in the number of outstanding
shares of the Registrant’s common stock.
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(2)
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Estimated
solely for the purpose of calculating the registration fee pursuant
to
Rule 457(c) and (h) under the Securities Act, based on the average
of the
bid and asked prices for the Registrant’s Common Stock, as reported on the
OTC Bulletin Board on March 27,
2007.
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Item 3.
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Incorporation
of Documents by Reference.
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Item 6.
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Indemnification
of Directors and Officers.
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Item 8.
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Exhibits.
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Exhibit
Number
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Description
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5.1
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Opinion
of Paul, Hastings, Janofsky & Walker LLP
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23.1
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Consent
of Haskell & White LLP, independent registered public accounting
firm
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23.2
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Consent
of Grant Thornton LLP, independent registered public accounting
firm
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23.3
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Consent
of Paul, Hastings, Janofsky & Walker LLP (included in Exhibit
5.1)
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24.1
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Power
of Attorney (included on signature page)
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99.1*
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Aeolus
Pharmaceuticals, Inc. Amended and Restated 2004 Stock Option
Plan
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*
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Previously
filed as Appendix B to the Registrant’s Definitive Proxy Statement on
Schedule 14A, filed with the Commission on January 31,
2007.
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Item 9.
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Undertakings.
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AEOLUS
PHARMACEUTICALS, INC.
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By:
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/s/
Michael P. McManus
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Michael
P. McManus
Chief
Financial Officer, Treasurer and Secretary
(Principal Financial and Accounting Officer)
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Signatures
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Title(s)
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Date
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/s/
John L. McManus
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President
and Chief Executive Officer
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March
28, 2007
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John
L. McManus
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(Principal
Executive Officer)
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/s/
Michael P. McManus
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Chief
Financial Officer, Treasurer and Secretary
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March
28, 2007
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Michael
P. McManus
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(Principal
Financial and Accounting Officer)
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/s/
David C. Cavalier
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Chairman
of the Board of Directors
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March
28, 2007
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David
C. Cavalier
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/s/
John M. Farah, Jr.
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Director
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March
28, 2007
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John
M. Farah, Jr., Ph.D.
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/s/
Joseph J. Krivulka
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Director
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March
28, 2007
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Joseph
J. Krivulka
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/s/
Amit Kumar
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Director
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March
28, 2007
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Amit
Kumar, Ph.D.
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/s/
Michael E. Lewis
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Director
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March
28, 2007
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Michael
E. Lewis, Ph.D.
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/s/
Chris A. Rallis
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Director
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March
28, 2007
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Chris
A. Rallis
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