prospectusno1.htm
Prospectus
Supplement filed pursuant to Rule 424(b)(3)
in
connection with Registration Statement No. 333-143489
Aeolus
Pharmaceuticals, Inc.
Prospectus
Supplement No. 1 dated November 7, 2007
(To
Prospectus dated July 19, 2007)
4,853,335
shares of common stock
This
Prospectus Supplement No. 1 supplements information contained in that certain
Prospectus, dated July 19, 2007, as amended or supplemented (the “Prospectus”),
relating to the offer and sale by the selling stockholders listed in the
Prospectus of up to 4,853,335 shares of common stock of Aeolus Pharmaceuticals,
Inc. This Prospectus Supplement is not complete without, and may not
be delivered or used except in connection with, the Prospectus. We will not
receive any proceeds from the sale of the shares of common stock by selling
stockholders.
__________________________
The
date
of this prospectus supplement is November 7, 2007.
__________________________
SELLING
STOCKHOLDERS
Effective
as of October 29, 2007, Nite Capital Master Ltd., a named selling stockholder
in
the prospectus, transferred the warrant held by them to Fort Mason Partners
LP
and Fort Mason Master LP. Accordingly, the warrant exercisable for
shares of common stock previously held by Nite Capital Master Ltd. is now owned
by Fort Mason Partners LP and Fort Mason Master LP.
The
Selling Stockholders table in the Prospectus is hereby amended to reflect this
transfer of the warrant. Accordingly, this Supplement amends the Selling
Stockholders table beginning on page 58 in the Prospectus by deleting the Nite
Capital Master Ltd. line and replacing it with the lines set forth
below.
Selling
Stockholder
|
|
Number
of Shares of
Common
Stock Beneficially
Owned
Prior to this
Offering
|
|
|
Maximum
Number
of
Shares
of
Common
Stock
Being
Sold in
this
Offering
|
|
|
Number
of Shares of
Common
Stock Beneficially
Owned
After
this
Offering (1)
|
|
|
|
Number
|
|
|
Percent(2)
|
|
|
|
|
|
Number
|
|
|
Percent(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fort
Mason Partners LP
|
|
|
12,180 |
(3) |
|
|
*
|
|
|
|
12,180 |
(3) |
|
|
–
|
|
|
|
*
|
|
Fort
Mason Master LP
|
|
|
187,820 |
(3) |
|
|
*
|
|
|
|
187,820 |
(3) |
|
|
–
|
|
|
|
*
|
|
*
Less
than 1.0%
|
(1)
|
Assumes
the maximum number of shares registered under the registration statement
of which the Prospectus, as supplemented by this Prospectus Supplement,
forms a part, is sold.
|
|
(2)
|
The
percentage of shares beneficially owned is based on 31,952,749 shares
issued and outstanding as of October 31, 2007, determined in accordance
with Rule 13d-3 of the Securities Exchange Act of 1934, and the
information is not necessarily indicative of beneficial ownership
for any
other purpose. Under such rule, beneficial ownership includes any
shares
as to which a selling stockholder has sole or shared voting power
or
investment power and also any shares which that selling stockholder
has
the right to acquire within 60 days of October 31, 2007 through the
exercise of any stock option or other
rights.
|
|
(3)
|
Includes
shares that may be acquired upon the exercise of the
warrant.
|
Filing
of Current Reports on Form 8-K
On
November 7, 2007, we filed a Current Report on Form 8-K (the “Form 8-K”) to
report the issuance of a press release issued on November 5, 2007, the contents
of which are to be included after the last paragraph in the discussion under
the
heading “Our Business – Aeolus’ Catalytic
Antioxidant Program” on page 29 of the Prospectus and are set forth
below:
“Aeolus
Pharmaceuticals, Inc. (OTC Bulletin Board: AOLS), announced today an update
to
its drug development activities. The Company is currently developing
its drug candidates in the following indications; treatment of mustard gas
exposure, radiation therapy, Parkinson’s Disease, colitis and Chronic
Obstructive Pulmonary Disease. The Company has teamed with leading
academic institutions in these fields including National Jewish Medical and
Research Center, the University of Colorado and Duke University, to assist
in
the development of several of our compounds.
“In
partnership, with the NIH and our research partners at National Jewish Medical
& Research Center, Duke University and the University of Colorado, we have
found a way to leverage our financial resources and broaden and accelerate
the
research and development work being done on our pipeline of drug candidates”,
stated John L. McManus, President and Chief Executive Officer of Aeolus
Pharmaceuticals, Inc. “We are grateful for their support and look
forward to the exciting new opportunities that their research continues to
create for the Company and its shareholders.”
Specific
details about the Company’s drug development activities in our five indications
are as follows:
Mustard
Gas
In
May
2007, the Company announced that its lead compound AEOL 10150 had been chosen
for inclusion in a National Institutes of Health (“NIH”) sponsored study to
identify potential treatments for mustard gas exposure. Mustard gas
exposure damages the lungs, skin and eyes, and there are currently no effective
treatments or antidotes for this chemical weapon. The first set of
studies, conducted at National Jewish Medical & Research Center has been
completed and results will be reported shortly. Design for a second
NIH funded study has been completed, and it is expected that this study will
be
initiated before year-end. This development program is being funded
under the NIH CounterACT Program, and requires no additional research
expenditures by the Company, as the safety, toxicity and pharmacology studies
believed to be necessary for a filing with the FDA for approval as a bio-defense
drug have already been completed. The Company expects to be able to
report results from the second animal efficacy study by the end of the first
quarter of 2008.
Radiation
Therapy
Given
the
exciting developments with AEOL 10150 as a potential treatment for mustard
gas,
the Company postponed moving forward on animal and human studies for the
compound in radiation therapy. It is the Company’s intention to
initiate animal studies during 2008 to identify a compound to replace AEOL
10150
in radiation therapy. Orally bio-available compounds from our
pipeline, similar to AEOL 10150 in their ability to neutralize reactive oxygen
species, will be the focus of study.
Parkinson’s
Disease
Researchers
at the University of Colorado are preparing to begin a second study of AEOL
11207 as a potential treatment for Parkinson’s Disease. AEOL 11207
was previously tested for neuroprotection and oral bio-availability in the
mouse
MPTP model of Parkinson’s disease. In the first study, AEOL 11207 administered
orally protected against MPTP-induced dopamine depletion in the striatum as
well
as dopaminergic neuronal loss, glutathione depletion, lipid peroxidation, and
3-nitrotyrosine formation in the ventral midbrain. The
objective of the new study is to expand our animal pharmacology with AEOL 11207
and identify a couple of potential back-up compounds. AEOL 11207 has potent
anti-inflammatory properties that will be further characterized in the mouse
model of Parkinson’s disease.
Colitis
Work
recently began to identify the best oral compound from the Company’s 112 series
as a potential treatment for Colitis. The study will compare the oral
efficacy of five compounds from the AEOL 112 series in a mouse model of
colitis. Previous studies have demonstrated efficacy for AEOL 11201
in a mouse acetic acid-induced colitis model, and antioxidants have been shown
to be protective in the mouse dextran sodium sulfate colitis model – the model
used for the current study.
Chronic
Obstructive Pulmonary Disease
Previously
screening of the pipeline compounds indicated that several compounds had potent
lung antioxidant and anti-inflammatory effects. These compounds are now
scheduled to be examined for in vivo efficacy in a mouse model of lung emphysema
induced by chronic cigarette smoke exposure. Studies are expected to start
in
January 2008 with results due in late summer 2008.”
__________________________
The
Form 8-K
also reported the issuance of a press release issued on November 7, 2007, the
contents of which are to be included after the last paragraph in the discussion
under the heading “Our Business – Aeolus’ Catalytic Antioxidant Program” on page
29 of the Prospectus and are set forth below:
“Aeolus
Pharmaceuticals, Inc. (OTC Bulletin Board: AOLS), announced today that
researchers from National Jewish Medical & Research Center have reported
that Aeolus’ lead compound, AEOL 10150 showed statistically significant
protection of lung tissue in animals exposed to 2-chloroethyl-ethylsulfide
(CEES; half-mustard). In a study sponsored by the National
Institutes of Health (“NIH”) CounterACT program, AEOL 10150 was tested along
with 19 other compounds to determine effectiveness in protecting lung tissue
against edema and hemorrhage resulting from exposure to mustard
gas.
AEOL
10150 was given to rats one hour after CEES exposure and again 6 hours later.
Eighteen hours after exposure, lung edema and hemorrhage was assessed by changes
in the bronchoalveolar lavage protein and red blood cell levels. AEOL 10150
significantly reduced (p<0.05) Mustard gas-induced lung edema and hemorrhage.
These results suggest that AEOL 10150 rescues the lung from Mustard gas exposure
and may provide a countermeasure against Mustard gas-induced lung
injury.
Design
for a second NIH funded study has been completed, and it is expected that this
study will be initiated before year-end. This development program is
being funded under the NIH CounterACT Program, and requires no additional
research expenditures by the Company, as the safety, toxicity and pharmacology
studies believed to be necessary for a filing with the FDA for approval as
a
bio-defense drug have already been completed. The Company expects to
be able to report results from the second animal efficacy study by the end
of
the first quarter of 2008.
“We
are
very excited about the results of this study and appreciate the excellent work
performed by our research partners at National Jewish Medical & Research
Center”, stated John L. McManus, President and Chief Executive Officer of Aeolus
Pharmaceuticals, Inc. “We believe that if the second NIH funded study
is positive we may be able to file with the United States Food and Drug
Administration within the next eighteen months.”
Sulfur
mustards have been used in warfare since WWI and still pose a significant threat
to civilian and military personnel. Mustard gas exposure can cause
significant blistering of the skin as well as respiratory injury and
fibrosis. Currently there is no antidote for Mustard gas exposure and
only symptomatic treatment is available.
CounterAct
Center of Excellence
The
NIH
recently awarded a five-year, $7.8 million grant to National Jewish Medical
and
Research Center and the University of Colorado Health Sciences Center, both
in
Denver, Colorado. This Center of Excellence was developed to focus on sulfur
mustard toxicity in the lung and skin and the long-term goal is to develop
an
effective treatment for mustard gas-induced injury in lung and
skin. Members of the Center are establishing optimal compounds, route
and mode of delivery and research projects are ongoing to determine
countermeasures that will help establish specific interventions needed to treat
mustard gas-induced injury.”
__________________________
Investing
in our common stock involves a high degree of risk. See “Risk Factors” beginning
on page 5 of the Prospectus.
NEITHER
THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION
HAS
APPROVED OR DISAPPROVED OUR SECURITIES OR DETERMINED THAT THE PROSPECTUS OR
THIS
PROSPECTUS SUPPLEMENT IS TRUTHFUL OR COMPLETE. IT IS ILLEGAL FOR ANYONE TO
TELL
YOU OTHERWISE.
The
date
of this Prospectus Supplement No. 1 is November 7,
2007.