8-K 1 hbsc012306_8k.txt CURRENT REPORT 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): January 10, 2006 HUMAN BIOSYSTEMS (Exact name of registrant as specified in its charter) 000-28413 (Commission File Number) California 77-0481056 (State or other jurisdiction (I.R.S. Employer Identification No.) of incorporation or organization) 1127 Harker Avenue, Palo Alto, CA 94301 (Address of Principal Executive Offices Including Zip Code) Registrant's telephone number, including area code: (650) 323-0943 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 (See General Instruction A.2. below): [ ] 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 8.01 Other Events On July 19, 2005, Human BioSystems ("HBS") issued an Exchange Offer to its Reg S stockholders in Germany to exchange one share of HBS common stock for each of the shares of Reg S Stock outstanding before or upon the de-listing date when the Reg S Stock is no longer tradable. This Exchange Offer is only applicable to HBS Reg S stockholders in Germany. The Exchange Offer was scheduled to expire on December 19, 2005. However, on January 10, 2006, Human BioSystems issued a Press Release stating that because of delays due to the early confusion regarding procedures and its subsequent changes to those procedures, Human BioSystems is extending the deadline from December 29, 2005 to January 31, 2006. See the attached copy of the Press Release. Item 9.01 Financial Statements and Exhibits (a) Financial Statements of Business Acquired: Not Applicable (b) Pro Forma Financial Information: Not Applicable (c) Exhibits: The following exhibits are included as part of this report: Exhibit No. Description -------------- --------------- 99.1 Press Release, dated January 10, 2006 SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: January 23, 2006 HUMAN BIOSYSTEMS By: /s/ Harry Masuda ----------------- Harry Masuda CEO