8-K

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):  May 30, 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 1.01.                      Entry Into a Material Definitive Agreement

On May 30, 2009 Adeona Pharmaceuticals, Inc. entered into a limited liability company agreement with Narayan Torke to acquire all of the outstanding membership interests in Hartlab LLC, an Illinois limited liability company and CLIA-certified clinical laboratory.

The purchase price for the membership interest in Hartlab LLC is $280,000.  The acquisition is expected to close on or about June 30, 2009.  The closing of the transaction is subject to Adeona’s completion of its due diligence investigation of Hartlab LLC.  In the event that Adeona is not satisfied with the results of its due evaluation it may terminate the agreement and forfeit a $14,000 earnest money deposit.  In connection with the closing of the purchase, Adeona will enter into a consulting agreement with Narayan Torke for a period of up to twelve months for a monthly consulting fee of $4,000.  In addition, Mr. Torke will be prohibited from competing with the company for a period of two years after closing.

The information contained in this Item 1.01 is qualified in its entirety by the limited liability company purchase agreement attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated herein by this reference.  A copy of Adeona’s press release regarding the limited liability company purchase agreement with Mr. Torke regarding Hartlab LLC is attached hereto as Exhibit 99.1 and is incorporated herein by this reference.

Item 1.02                      Termination of Material Definitive Agreement

As previously disclosed, on April 10, 2009, Adeona Pharmaceuticals, Inc. entered into a stock purchase agreement with Neil Colwell and Connie Colwell to acquire all of the outstanding capital stock of Colwell Clinical Laboratories, Inc., a California corporation and CLIA-certified clinical laboratory located in Southern California.  The purchase price for the stock of Colwell Clinical Laboratories was to be $825,000 and the acquisition was initially contemplated to close on or about May 31, 2009.  The closing of the transaction was subject to Adeona’s evaluation and discretion.  In the course of Adeona’s evaluation of business combination logistics and other factors, including Adeona’s  evaluation of the logistical advantages of the Chicago-area Hartlab acquisition opportunity  discussed in Item 1.01 above,  Adeona determined to not move forward with the Colwell acquisition and to let the agreement lapse by its terms on May 31, 2009.  As a result of the termination, Adeona will forfeit its $75,000 earnest money deposit.

The information contained in this Item 1.02 is qualified in its entirety by the stock purchase agreement attached to this Current Report on Form 8-K as Exhibit 10.2 and incorporated herein by this reference.  A copy of Adeona’s press release regarding the stock purchase agreement with Colwell Clinical Laboratories is attached hereto as Exhibit 99.1 and is incorporated herein by this reference.

Item 9.01.                      Financial Statements and Exhibits

(d)           Exhibits.  The following exhibits are being filed as part of this Report.

Exhibit Number	Description
10.1	Limited Liability Company Purchase Agreement dated April 10, 2009 among Adeona Pharmaceuticals, Inc. and Narayan Torke
10.2	Stock Purchase Agreement dated April 10, 2009 among Adeona Pharmaceuticals, Inc. and Neil Colwell and Connie Colwell*
99.1	Press release regarding entry into Limited Liability Company Purchase Agreement dated May 30, 2009 among Adeona Pharmaceuticals, Inc. and Narayan Torke and expiration of April 10, 2009 Stock Purchase Agreement

* Incorporated by reference to the Registrant’s Form 8-K filed on April 16, 2009

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: June 4, 2009	By:/s/ Steve H. Kanzer
	Name:  Steve H. Kanzer, CPA JD
	Its:   Chairman and Chief Executive Officer

EX-10.1

Exhibit 10.1

LIMITED LIABILITY COMPANY PURCHASE AGREEMENT

This Interests Purchase Agreement (“Agreement”) is entered into as of May 30, 2009 by and between Narayan Torke (“Seller”), Hartlab LLC (the “Company”)  and Adeona Pharmaceuticals, Inc., (“Purchaser”). Purchaser, the Company and Seller may collectively be referred to as the “Parties.”

WHEREAS, Seller is the record owner and holder of all of the issued and outstanding membership interests of Hartlab LLC (the “Company”), an Illinois limited liability company; and

WHEREAS, the Parties desire to enter into this Agreement pursuant to which Purchaser will purchase from Seller all of the outstanding membership interests of the Company.

NOW, THEREFORE, in consideration for the promises set forth in this Agreement, the Parties agree as follows:

1.   PURCHASE AND SALE:  Subject to the terms and conditions set forth in this Agreement, Purchaser hereby agrees to purchase from Seller, and Seller hereby agree to sell, transfer and convey to the Purchaser all of the interests of the Company, representing all of the issued and outstanding membership interests of the Company (the “Interests”).  The transaction shall also include all the sale and transfer of the operating assets of the Company listed on Exhibit A, an obligation of Seller to pay the remaining $74,000 in lease expenses for the clinical equipment over the remaining term of such leases with the Buyer to pay in full all other leases, right of Purchaser to make employment offers to any or all of the Company’s existing employees after closing and all existing contracts that do not have change in control provisions, and for those that do, the Parties shall attempt to seek to negotiate such change in control authorization to continue such agreements in effect.  The Purchaser shall assume the existing real estate lease and seek and obtain the landlord’s consent to the change in ownership and a full release of Seller.  The Parties shall cooperate in good faith in the transfer of the CMS license and Illinois Dept. of Public Health license, including a power of attorney in favor of the Company following ownership transfer to the Purchaser until such licenses are transferred by CMS and Illinois.

2.   PURCHASE PRICE:  The purchase price for all of the shares of Interests shall be Two Hundred and Eighty Thousand dollars ($280,000) (the “Purchase Price”) with Fourteen Thousand dollars ($14,000) to be paid in cash to the Seller as a nonrefundable earnest payment creditable against the Purchase Price contemporaneous with the execution of this Agreement and the remainder of the Purchase Price of Two Hundred and Sixty Six Thousand dollars ($266,000) to be paid in cash to the Seller on June 30, 2009 unless an earlier closing date is agreed to in writing signed by both parties (the “Closing”).  Cash payments made by Purchaser shall be made by certified checks from Purchaser to Seller upon execution of this Agreement by Seller and at the Closing.

3.   CLOSING:  The closing contemplated by this Agreement for the transfer of the Interests and the payment of the Purchase Prices shall take place at the offices of Hartlab LLC on June 30, 2009 at 9:00a.m. CT unless an earlier closing date is agreed to in writing signed by both parties (the “Closing”).  The certificates representing the Interests shall be duly endorsed for transfer or accompanied by an appropriate Interests transfer and the charter of Hartlab shall be duly amended to provide for Purchaser to become the new owner of all of the outstanding Interests.  The Company shall notify the Federal CMS and Illinois licensing agency of the transfer and Seller and Company shall provide a power or attorney to continue the business of the Company under his CLIA license until such license shall have been transferred by CMS.  Purchaser’s obligation to close shall be conditioned upon the satisfactory completion of Purchaser’s due diligence determined in Purchaser’s sole discretion which Seller shall undertake and complete on or before the Closing.  Should Purchaser not be satisfied with the outcome of its due diligence and elect not to close on June 30, 2009, Purchaser shall forfeit the $14,000 nonrefundable earnest payment and the Parties shall have no further obligation under this Agreement.

4.   REPRESENTATIONS AND WARRANTIES OF SELLER:  Seller hereby warrants and represents that:

(a)   Restrictions on Interests.  The Seller is not a party to any agreements that create rights or obligations in the Interests relating to any third party including voting or other agreements.  The Seller is the lawful owner of the Interests, free and clear of any encumbrances, security interests or liens of any kind and has full power and authority to sell and transfer the Interests as contemplated in this Agreement.  The Interests represents all of the issued and outstanding Interests of the Company.

(b)   Organization and Standing.  To the Seller’s knowledge, the Company is duly organized, validly existing and in good standing under the laws of the State of Illinoisand has full power and authority to own and operate its property and assets and to carry on its business as presently conducted and the one thousands shares of Interests represent all of the issued and outstanding Interests of the Company.

(c)   Operation of Business.  Between the signing of this Agreement and the Closing, the Seller shall operate the business of the Company in the normal course and at the Closing net working capital and equity reflected in the general ledger of accounts as per Quickbooks as of the date hereof shall not materially differ.  Until June 30, 2009, Seller, Company and their agents, shall not solicit other offers from other parties and shall discontinue any and all discussions with other parties whom they may be already in discussion with.

(d)   Narayan Torke Consulting.  Following the Closing, Narayan Torke shall serve as a consultant on a part-time basis to Seller for a period of up to twelve (12) months following the Closing for a monthly consulting fee of Four Thousand dollars ($4,000) per month to assist in the transition and business of the Company, pursuant to an Independent Contractor Agreement, providing for not more than 15 hours per week and permit 100% of activities to be conducted by Torke remotely.  For a period of two (2) years following the closing Narayan Torke shall not solicit the Company’s accounts or employees nor compete with the Company in Illinois without the prior written permission of the Company.

(e)   General Ledger.  At the Closing, the Parties shall agree on a general ledger of accounts from inception through December 31, 2008, at May 31, 2009 and at the Closing date other than as shall be disclosed in such documents or on a List of Exceptions to be provided as an Exhibit at such time, the parties will agree that there will be no material liabilities, (including Medicare, MediCal or other insurance liabilities), liens, tax liabilities, actions, actual, pending or threatened that may have a material adverse effect on the business of the Company (the “Liabilities”).  For purposes of this Agreement, Liabilities will only be considered material if together in the aggregate they exceed ten percent (10%) of the Purchase Price.

(f)   Taxes.  Each of the parties shall be responsible for their own taxes with respect to the transaction with all income loss, deductions and credits on or prior to the Closing date shall be allocated to the Seller, including any gain or loss on the sale hereunder.

(g)   Limitation on Representations and Warranties.  Seller’s representations and warranties shall not exceed $140,000 in the aggregate and shall survive the closing for six months (with the exception of the noncompete provision which shall survive for it two year term).

5.   SEVERABILITY: If any part or parts of this Agreement shall be held unenforceable for any reason, the remainder of this Agreement shall continue in full force and effect. If any provision of this Agreement is deemed invalid or unenforceable by any court of competent jurisdiction, and if limiting such provision would make the provision valid, then such provision shall be deemed to be construed as so limited.

6.   BINDING EFFECT: The covenants and conditions contained in this Agreement shall apply to and bind the parties and the heirs, legal representatives, successors and permitted assigns of the Parties.

BROKER’S FEES ATTORNEYS FEES:  The Parties represent that there has been no act in connection with the transactions contemplated in this Agreement that would give rise to a valid claim against either party for a broker’s fee, finder’s fee or other similar payment.  Each party shall be subject to their own attorneys fees and expenses.

7.   ENTIRE AGREEMENT: This Agreement constitutes the entire agreement between the Parties and supersedes any prior understanding or representation of any kind preceding the date of this Agreement. There are no other promises, conditions, understandings or other agreements, whether oral or written, relating to the subject matter of this Agreement. This Agreement may be modified in writing and must be signed by both the Seller and Purchaser.

8.   GOVERNING LAW: This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois and DuPage County, Illinois shall be the exclusive forum for litigation under this Agreement and both parties consent to such jurisdiction

9.   NOTICE:  Any notice required or otherwise given pursuant to this Agreement shall be in writing and mailed certified return receipt requested, postage prepaid, or delivered by overnight delivery service:

(a)   If to Purchaser:

Steve H. Kanzer, CPA, JD

Chairman and Chief Executive Officer

Adeona Pharmaceuticals, Inc.

3930 Varsity Drive

Ann Arbor, MI  48108

Fax: (734) 332-7800

(b)   If to Seller:

Narayan Torke

532 Connecticut Ave.

Naperville, IL 60565

10.   WAIVER: The failure of either party to enforce any provisions of this Agreement shall not be deemed a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.

11.   REPRESENTATIONS AND WARRANTIES OF PURCHASER.  Purchaser represents and warrants that it is validly organized, has authority to enter into this Agreement with Seller and until CMS and Illinois licenses have been fully transferred and while Seller remains laboratory director, Purchaser will indemnify Seller for expenses and costs incurred by Seller in connection with such activities.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed the day and year first above written.

ADEONA PHARMACEUTICALS, INC.:	SELLER:
/s/ Steve H. Kanzer	/s/ Narayan Torke
Steve H. Kanzer, CPA, JD	Narayan Torke
Chairman and CEO
	HARTLAB LLC
	/s/ Narayan Torke
	By: Narayan Torke
	Its: President

EX-99.1

Exhibit 99.1

Adeona Executes Agreement to Acquire Hartlab, a Chicago-Area CLIA-Certified Clinical Lab

Acquisition Intended to Complete June 30, 2009

ANN ARBOR, MI--(MARKET WIRE)—June 1, 2009 -- Adeona Pharmaceuticals, Inc. (AMEX:AEN - News), a specialty pharmaceutical company dedicated to the awareness, diagnosis, prevention and treatment of subclinical zinc deficiency and chronic copper toxicity in the mature population, today announced that it has entered into an agreement to acquire Hartlab LLC, an independent Chicago-area CLIA-certified clinical laboratory ("Hartlab").

On April 16, 2009 Adeona announced its agreement to potentially acquire Colwell Clinical Laboratories located in Santa Ana, California for a purchase price of $825,000.  The closing date for such acquisition was intended to be May 31, 2009.  Adeona has been exploring the potential integration of operations between the two companies while also evaluating other opportunities.  On the basis of more favorable logistics relative to Adeona’s Ann Arbor location and cost, Adeona has determined to permit the Colwell acquisition agreement to expire and on May 30, 2009 instead entered into an agreement to acquire Hartlab, a Chicago-area CLIA certified clinical laboratory for a cash purchase price of $280,000.  The transaction is expected to close on or before June 30, 2009.

Founded in 2006 and located in Bolingbrook, Illinois, Hartlab can serve the same-day clinical laboratory needs of physicians that care for the approximately 9 million residents of the greater Chicago area and can currently provide next-day clinical laboratory services to physicians in most states other than California, New York and Florida.

Hartlab is a licensed Medicare and Medicaid provider, and accepts insurance from most third party reimbursers as well as private payers.

Adeona intends Hartlab to remain independent but to assist Hartlab in expanding its offering of services to include a suite of high precision and proprietary assays and diagnostic panels useful for the diagnosis, prevention and treatment of conditions that involve metal dyshomeostasis. Adeona believes that, if operated as planned, Hartlab may satisfy an unmet physician need for a clinical laboratory dedicated and competent in such areas.

Steve H. Kanzer, CPA, JD, Chairman and CEO of Adeona, stated, "While we look forward to the opportunity to potentially enter the substantial California market in the future, at the present time, we determined that Hartlab’s proximity to Ann Arbor and access to the greater Chicago market would be better suited to the management of our current metal dyshomeostasis clinical diagnostic service launch plans."

During 2007 and 2008, Adeona sponsored and conducted an IRB-approved, prospective, observational, blinded clinical trial enrolling 90 subjects, 30 with Alzheimer's disease (AD), 30 with Parkinson's disease (PD) and 30 age-matched normal subjects. The purpose of the study

Exhibit 99.1

was to evaluate serum markers of copper status and compare these results across the three groups of patients. The results of our study indicate highly statistically significant differences in serum markers of copper status between Alzheimer’s and normal subjects. We believe that the differences observed suggest that Alzheimer's patients have impaired protection from chronic copper toxicity, which may contribute to the progression of their disease. The results from this study also appear to indicate a subclinical zinc deficiency in Alzheimer’s subjects. Results from the study also indicate that it may be useful to screen the existing Parkinson's disease population for signs of Wilson's disease, an effort that Adeona hopes to promote and accomplish through Hartlab. Adeona and its HealthMine subsidiary intend to announce the results from this study in the first half of next month and launch a panel of metal dyshomeostasis diagnostic products and services thereafter.

The Proposed Acquisition

The acquisition is expected to be completed on or before June 30, 2009 and is subject to satisfactory due diligence on the part of Adeona. Adeona has paid a non-refundable deposit of $14,000 and will pay an additional $266,000 at closing on or before June 30, 2009 in exchange for all of the issued and outstanding membership interests of Hartlab.  Adeona intends to maintain the operations and employees of Hartlab and is also requiring that the current owner/founder enter into a consulting agreement to assist in the transition and operation of the company for a period of time.

About Adeona Pharmaceuticals, Inc.

Adeona Pharmaceuticals, Inc. (AMEX:AEN - News) is a specialty pharmaceutical company dedicated to the awareness, diagnosis, prevention and treatment of subclinical zinc deficiency and chronic copper toxicity in the mature population. Adeona believes that such conditions may contribute to the progression of debilitating degenerative diseases, including, Dry Age-Related Macular Degeneration (Dry AMD), Alzheimer's disease (AD) and mild cognitive impairment (MCI) in susceptible persons. Adeona is also developing a number of late-stage clinical drug candidates for the treatment of rheumatoid arthritis and multiple sclerosis. For further information, please visit www.adeonapharma.com.

About HealthMine, Inc.

HealthMine, Inc., a subsidiary of Adeona Pharmaceuticals Inc., is a health education communication and information resource company dedicated to raising awareness of subclinical zinc deficiency and the risks of chronic copper toxicity in the mature population. HeathMine currently hosts two Web 2.0 websites, www.healthmine.com and the recently launched www.copperproof.com, a new informational website dedicated to increasing awareness of the potential health effects of chronic copper toxicity, especially in the mature population. By visiting www.copperproof.com, users can view a brief informational video, review relevant literature, obtain a sensitive test card to test their tap water for copper and, should they wish to participate in HealthMine's CopperProof National Tap Water Survey, share their levels of copper in tap water and geographically compare such levels to those of others. Since 2003, an increasing body of research continues to implicate chronic copper exposure as a potential factor that may contribute to the progression of diseases of the mature population, especially Alzheimer's disease.

Exhibit 99.1

This release includes forward-looking statements on Adeona's current expectations and projections about future events. In some cases forward-looking statements can be identified by terminology such as "may," "should," "potential," "continue," "expects," "anticipates," "intends," "plans," "believes," "estimates," and similar expressions. These statements are based upon current beliefs, expectations and assumptions and are subject to a number of risks and uncertainties, many of which are difficult to predict and include statements regarding designing additional clinical trials for oral dnaJP1, Zinthionein, flupirtine, or Trimesta. Adeona is at an early stage of development and may not ever have any products that generate significant revenue. Important factors that could cause actual results to differ materially from those reflected in Adeona's forward-looking statements include, among others, a failure of Adeona's product candidates to be demonstrably safe and effective, a failure to obtain regulatory approval for the company's products or to comply with ongoing regulatory requirements, regulatory limitations relating to the company's ability to promote or commercialize its products for awareness, prevention, diagnosis or treatment of subclinical zinc deficiency and chronic copper toxicity, a lack of acceptance of Adeona's product candidates in the marketplace, a failure of the company to become or remain profitable, that we will continue to meet the continued listing requirements of the American Stock Exchange (which, unlike other exchanges, does not require us to maintain any minimum bid price with respect our stock but does require us to maintain a minimum of $4 million in stockholders' equity during the current year, for example), our inability to obtain the capital necessary to fund the company's research and development activities, a loss of any of the company's key scientists or management personnel, and other factors described in Adeona's report on Form 10-K for the year ended December 31, 2008 and any other filings with the SEC. No forward-looking statements can be guaranteed and actual results may differ materially from such statements. The information in this release is provided only as of the date of this release, and Adeona undertakes no obligation to update any forward-looking statements contained in this release on account of new information, future events, or otherwise, except as required by law. Readers are urged to read to the Form 8-K and exhibits thereto associated with this press release and transaction and are urged to consider the risk that Adeona may not elect to complete the acquisition of Hartlab as described.

For Further Information Contact:

 Steve H. Kanzer, CPA, JD

 Chairman and CEO

 Adeona Pharmaceuticals, Inc.

 (734) 332-7800 x39