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):  August 20, 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 or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(b)           Effective August 20, 2009, Nicholas Stergis resigned as a director of Adeona Pharmaceuticals, Inc.

(d)           On August 21, 2009, Adeona Pharmaceuticals, Inc. (the "Company") appointed Max Lyon, the Company’s current President and Chief Executive Officer, to the Company's Board of Directors.  Mr. Lyon has not been, nor at the time of this disclosure is expected to be, named to any committees of the board of directors.

Mr. Lyon has agreed that in the event he no longer continues to serve as both President and Chief Executive Officer of Adeona, if requested by resolution of the board, he will resign his position from the board of directors.  Other than such agreement and the arrangements with Mr. Lyon set forth in his employment agreement, a copy of which was filed as Exhibit 10.1 to the Company's periodic filing on Form 8-K filed on July 2, 2009, there are no plans or arrangements, compensatory or otherwise, between the Company and Mr. Lyon.

There are no arrangements or understandings between Mr. Lyon and any person with respect to his appointment to the Company's board of directors.  Additionally, there have been no transactions involving Mr. Lyon that would require disclosure under Item 404(a) of Regulation S-K.

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:           August 26, 2009	By: /s/ Max Lyon
	Name: Max Lyon
	Its: President and Chief Executive Officer

EX-10.1

EXHIBIT 10.1

Consent in Lieu of Special Meeting of the Board of Directors of

Adeona Pharmaceuticals, Inc.

WHEREAS, Section 141(f) of the Delaware General Corporation Law provides that unless otherwise restricted by the certificate of incorporation or bylaws, any action required or permitted to be taken at any meeting of the board of directors, or of any committee thereof, may be taken without a meeting if all of the members of the board or of the committee, as the case may be, consent in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee; and

WHEREAS, the undersigned, being all the members of the Board of Directors of Adeona Pharmaceuticals, Inc. (the “Corporation”), desire that the actions expressed in these resolutions be taken in lieu of a Special Meeting of the Board of Directors.

NOW, THEREFORE, the undersigned consent to the actions expressed in the following resolutions:

BE IT RESOLVED, that Max Lyon is appointed to the board of directors of the Corporation and its subsidiaries until his successor shall be duly elected and qualified or until his resignation or removal.

RESOLVED FURTHER, that the Corporation enter into the letter agreement with Max Lyon attached hereto as Exhibit A, whereby Max Lyon agrees, upon resolution of the board of directors, to resign from the Board of Directors immediately upon no longer continuing to serve as both President and Chief Executive Officer of the Corporation.

RESOLVED FURTHER, that the Chairman and other officers of the Corporation in any combination, or any one (1) or more of them, be, and each hereby is authorized and empowered in the name and on behalf of the Corporation to do any and all acts and things and execute any other instruments and documents which may be or become necessary, desirable or proper to carry out, put into effect and make operative any portion or portions of the foregoing resolutions.

This consent resolution may be executed in one or more counterparts and by facsimile, each of which shall constitute an original, and all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, this consent is executed as of the 21st day of August 2009.

/s/ Steve H. Kanzer                                       Steve H. Kanzer	/s/ Dr. James Kuo                                       Dr. James Kuo
/s/ Jeffrey Wolf                                       Jeffrey Wolf	/s/ Jeffrey J. Kraws                                    Jeffrey J. Kraws

Exhibit A

August 21, 2009

The Board of Directors

Adeona Pharmaceuticals, Inc.

3930 Varsity Drive Inc.

Ann Arbor, MI  48108

Dear Sirs/Madams:

Thank you for the opportunity to serve on the board of directors of Adeona Pharmaceuticals, Inc (“Adoena”)

I hereby agree that in the event I no longer continue to serve as both President and Chief Executive Officer of Adeona, if requested by resolution of the board, I will immediately resign my position from the board of directors.

Regards,

Max Lyon

Agreed and accepted:

_________________

Steve H. Kanzer

Chairman