s22-9135_8k.htm
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): April 7, 2009
ADEONA
PHARMACEUTICALS, INC.
(Exact
name of registrant as specified in its charter)
|
Delaware
(State
or other jurisdiction of incorporation)
|
01-12584
(Commission
File No.)
|
13-3808303
(IRS
Employer Identification No.)
|
3930
Varsity Drive, Ann Arbor, Michigan 48108
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area
code: (734)
332-7800
(Former
name or former address, if changed since last report)
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
5.02 Departure
of Directors and Certain Officers; Election of Directors; Appointment of Certain
Officer; Compensatory Arrangements of CertainOfficers
On April 7, 2009, Josie Taylor, C.P.A.,
age 34, Manager of Finance of the Company was appointed to the
additional positions of Secretary and Treasurer of the Company. Ms.
Taylor has agreed to serve in such additional capacities for no additional
compensation. Ms. Taylor has served as our Manager of Finance since
January 2007. Prior to joining the Company, Ms. Taylor served as Manager of
Finance for Esperion Therapeutics, Inc., a publicly held company, from October
2000 to April 2004, now a division of Pfizer. From July 1998 to October 2000,
Ms. Taylor worked for Arthur Andersen LLP where she was a Senior Auditor. Ms.
Taylor received her B.B.A. in Accounting from University of Michigan and is a
certified public accountant.
A copy of the Press Release announcing
Ms. Taylor’s appointment is attached as Exhibit 99.1 to this Current Report on
Form 8-K.
On April 7, 2009, the Company adopted a
stock repurchase program. Under the stock purchase program, the Company may
repurchase such number of its issued and outstanding shares of common stock as
is equal to the lesser of (i) 4,000,000 shares or (ii)
$1,000,000. The maximum purchase price per share shall be not more
than $5.00 per share. Unless earlier terminated, the stock repurchase plan may
continue in effect until the December 31, 2009. The Company may not
purchase any shares under the stock repurchase plan
The stock
repurchase program may be limited or terminated at any time without prior
notice. Stock repurchases made under the program ay be made through
open market or privately negotiated transactions (including, without limitation,
purchases of shares held by directors and officers of the Company), at times and
in such amounts as management deems appropriate. The timing and
actual number of shares purchase, if any, will depend upon a variety of factors
including price, corporate and regulatory requirements and other market
conditions. A copy of the press release is attached as Exhibit 99.1
to this Current Report on Form 8-K.
On April
9, 2009, the Company announced that it would be hosting a webcast and
teleconference at 2 pm ET on April 9, 2009. A copy of the press
release is attached as Exhibit 99.2 to this Current Report on Form
8-K.
The
Company also announced it has launched a new informational website dedicated to
increasing awareness of the potential health effects of chronic copper toxicity,
especially in the mature population. This new launch was discussed on
the webcast and teleconference held at 2 pm on April 9, 2009. Copies of the
press release and the materials presented during the webcast are attached as
Exhibit 99.3 to this Current Report on Form 8-K.
Item
9.01. Financial
Statements and Exhibits
(d) Exhibits. The
following exhibits are being furnished as part of this Report.
|
Exhibit
Number
|
Description of Exhibit
|
|
|
|
|
99.1
|
Press
Release dated April 7, 2009
|
|
|
|
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99.2
|
Press
Release dated April 9, 2009
|
|
|
|
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99.3
|
Press
Release dated April 9, 2009 and Webcast
Slides
|
SIGNATURES
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.
| |
ADEONA
PHARMACEUTICALS, INC. |
| |
|
| Date: April
10, 2009 |
By: /s/ Steve H.
Kanzer |
| |
Name: Steve
H. Kanzer, CPA, JD |
| |
Its:
Chairman and Chief Executive Officer |
|
Exhibit
Number
|
Description of Exhibit
|
|
|
|
|
99.1
|
Press
Release dated April 7, 2009
|
|
|
|
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99.2
|
Press
Release dated April 9, 2009
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|
|
|
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99.3
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Press
Release dated April 9, 2009 and Webcast Slides
|
|
|
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