Post-Effective Amendment No. 1

As filed with the Securities and Exchange Commission on June 30, 2006

Registration No. 333-126458

 


SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


POST-EFFECTIVE AMENDMENT NO. 1

TO

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 


HOLLIS-EDEN PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

 


 

Delaware   13-3697002

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

4435 EASTGATE MALL, SUITE 400

SAN DIEGO, CALIFORNIA 92121

(858) 587-9333

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

 


RICHARD B. HOLLIS

CHAIRMAN OF THE BOARD, PRESIDENT AND CHIEF EXECUTIVE OFFICER

HOLLIS-EDEN PHARMACEUTICALS, INC.

4435 EASTGATE MALL, SUITE 400

SAN DIEGO, CALIFORNIA 92121

(858) 587-9333

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 


Copies to:

ERIC J. LOUMEAU, ESQ.

HOLLIS-EDEN PHARMACEUTICALS, INC.

4435 EASTGATE MALL, SUITE 400

SAN DIEGO, CALIFORNIA 92121

(858) 587-9333

 



DEREGISTRATION OF SECURITIES

This Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 originally filed by Hollis-Eden Pharmaceuticals, Inc. (the “Registrant”) with the Commission on July 8, 2005 (Registration No. 333-126458) (the “Registration Statement”), is being filed to deregister certain shares of the Registrant’s common stock (the “Shares”), warrants to purchase shares of the Registrant’s common stock (the “Warrants”), and the shares of the Registrant’s common stock issuable upon the exercise of the Warrants (the “Warrant Shares”). The Registrant previously registered, pursuant to the Registration Statement, Shares, Warrants and Warrant Shares in an aggregate amount of 5,000,000 shares of the Registrant’s common stock (collectively, the “Securities”). As of the date hereof, the Registrant had completed one public offering in which it issued an aggregate of 4,800,000 of the Securities under the Registration Statement. The Registrant does not intend to sell any additional Securities under the Registration Statement. Accordingly, pursuant to an undertaking made in Item 17 of the Registration Statement, the Registrant hereby deregisters the 200,000 Securities that remain unsold as of the date hereof.


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of San Diego, State of California on June 30, 2006.

 

HOLLIS-EDEN PHARMACEUTICALS, INC.
By:    

/s/ Richard B. Hollis        

 

Richard B. Hollis

Chairman of the Board and Chief Executive Officer

Pursuant to the requirements of the Securities Act, this Post-Effective Amendment No. 1 to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

 

Signatures

  

Title

 

Date

/s/ Richard B. Hollis

 

Richard B. Hollis

   Chairman of the Board, Chief Executive Officer and Director (Principal Executive Officer)   June 30, 2006

/s/ Daniel D. Burgess

 

Daniel D. Burgess

   Chief Operating Officer/Chief Financial Officer (Principal Financial Officer)  

June 30, 2006

/s/ Robert W. Weber

 

Robert W. Weber

   Vice-President-Controller/Chief Accounting Officer (Principal Accounting Officer)  

June 30, 2006

/s/ *

 

J. Paul Bagley III

  

Director

 

June 30, 2006

/s/ *

 

Jerome M. Hauer

  

Director

 

June 30, 2006

/s/ *

 

Brendan R. McDonnell

  

Director

 

June 30, 2006

/s/ *

 

Thomas Charles Merigan, Jr

  

Director

 

June 30, 2006

/s/ *

 

Marc R. Sarni

  

Director

 

June 30, 2006

/s/ *

 

Salvatore J. Zizza

  

Director

 

June 30, 2006

/s/ *

 

* By: Richard B. Hollis, as attorney-in-fact

  

Director

 

June 30, 2006