form8k.htm
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 7, 2009
AEOLUS PHARMACEUTICALS,
INC.
(Exact
name of registrant as specified in its charter)
Delaware
(State or
other jurisdiction of incorporation)
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0-50481
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56-1953785
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(Commission
File Number)
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(IRS
Employer Identification No.)
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26361
Crown Valley Parkway, Suite 150
Mission
Viejo, California 92691
(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:
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£
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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£
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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£
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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£
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01. Entry
into a Material Definitive Agreement.
On
February 7, 2009, Aeolus Pharmaceuticals, Inc. (the “Company”) entered into an
amendment of its Convertible Promissory Note, dated February 7, 2007, issued by
the Company to Elan Pharma International Limited (“Elan”), an Irish private
limited liability company (the “Amendment”). The Amendment extends
the maturity date of a convertible promissory note from February 7, 2009 to
February 7, 2011 and increased the interest rate of the convertible promissory
note from 10% to 11% effective February 7, 2009. As of the date of the
Amendment, an aggregate of $553,205.75 in principal and interest was outstanding
under the convertible promissory note. In the event of an event of default under
the convertible promissory note, Elan may demand immediate payment of all
amounts outstanding under the note. For purposes of the note, an event of
default includes, among other items, a default in the payment of the note
principal or interest when due and payable, an uncured breach by the Company of
its obligations to Elan pursuant the agreements under which the convertible
promissory note was issued, an inability of the Company to pay its debts in the
normal course of business, the cessation of business activities by the Company
(other than as a result of a merger or consolidation with a third party) without
Elan’s prior written consent and the appointment of a liquidator, receiver,
administrator, examiner, trustee or similar officer of the Company or over all
or substantially all of its assets under the law. The Amendment is
filed as Exhibit 10.1 to this Form 8-K and is incorporated herein by
reference.
Item
2.03 Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant.
The
information set forth in Item 1.01 of this Form 8-K is incorporated into this
Item 2.03 by reference.
Item
9.01. Financial Statements and Exhibits.
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Exhibit
#
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Description
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10.1
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Amendment
No. 1 To Convertible Promissory Note dated February 7, 2009 by and between
Aeolus Pharmaceuticals, Inc. and Elan Pharma International
Limited
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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
16, 2009
/s/ Michael P.
McManus___________________
Michael
P. McManus
Chief
Financial Officer, Treasurer and Secretary