-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, E9yFN/6FG/twQSAiVKSGg0KwbYGR4ouJScfkAubtY8y0WpaW9ZrGcgLyH0dujjho 7lyTfIq5RHXZkv5eChecCQ== 0000898430-01-001130.txt : 20010402 0000898430-01-001130.hdr.sgml : 20010402 ACCESSION NUMBER: 0000898430-01-001130 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20000930 FILED AS OF DATE: 20010330 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HOLLIS EDEN PHARMACEUTICALS INC /DE/ CENTRAL INDEX KEY: 0000899394 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 133697002 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q/A SEC ACT: SEC FILE NUMBER: 000-24672 FILM NUMBER: 1587983 BUSINESS ADDRESS: STREET 1: 9333 GENESEE AVENUE STREET 2: SUITE 200 CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 8585879333 MAIL ADDRESS: STREET 1: 9333 GENESEE AVENUE STREET 2: SUITE 200 CITY: SAN DIEGO STATE: CA ZIP: 92121 FORMER COMPANY: FORMER CONFORMED NAME: INITIAL ACQUISITION CORP DATE OF NAME CHANGE: 19930329 10-Q/A 1 0001.txt FORM 10-Q/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q/A (Mark one) Quarterly Report Under Section 13 or 15 (d) X Of the Securities Exchange Act of 1934 - ------- For Quarterly Period Ended September 30, 2000 Transition Report Pursuant to Section 13 or 15(d) _______ of the Securities Exchange Act 1934 for the period from ___ to ___. HOLLIS-EDEN PHARMACEUTICALS, INC (Exact name of registrant as specified in its charter) DELAWARE (State or other jurisdiction of incorporation) 000-24672 13-3697002 (Commission File No.) (I.R.S. Employer Identification No.) 9333 Genesee Ave., Suite 200 SAN DIEGO, CALIFORNIA 92121 (Address of principal executive offices and zip code) Registrant's telephone number, including area code: (858) 587-9333 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES X NO As of November 10, 2000 there were 11,589,525 shares of registrant's Common Stock, $.01 par value, outstanding. During January 2000, Hollis-Eden entered into new agreements settling its pending arbitration with Mr. Prendergast, Colthurst and Edenland. In consideration for the foregoing, Hollis-Eden agreed to issue to Colthurst 660,000 shares of Common Stock and a warrant to purchase an aggregate of 400,000 shares of Common Stock at $25 per share. Only 132,000 of such shares of Common Stock will be issued in 2000 with the remaining 528,000 shares to be issued over the next four years conditioned on continued compliance with the agreement and, in particular, satisfaction of the conditions. In addition, all of the shares under the warrant vest over four years conditioned on continued compliance with the agreement and, in particular, satisfaction of the conditions. Originally, Hollis-Eden booked during the first quarter of 2000, a one-time non-cash charge of $10.7 million for all of the Comon Stock and warrants to be issued for the transfer of technology to the Company. Based on further analysis of the accounting treatment (see footnote 2 of the financial statements) and subsequent events, the Company has reversed all such charges for the shares and warrants except for those shares actually issued during 2000. Thus, during the first quarter of 2000, the Company took a non- cash charge of $1.9 million representing the fair value of 132,000 shares due under the agreement during 2000. HOLLIS-EDEN PHARMACEUTICALS, INC. Form 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2000 INDEX
PART I Financial Information Page ---- Item 1 Financial Statements.......................................................................... 3 Balance Sheets - September 30, 2000 and December 31, 1999..................................... 3 Statements of Operations for the Three-Month and Nine-Month Periods Ended September 30, 2000 and 1999 and Period from August 15, 1994 to September 30, 2000........................... 4 Statements of Cash Flows for the Nine-Month Period Ended September 30, 2000 and 1999 and Period from August 15, 1994 to September 30, 2000............................................. 5 Notes to Financial Statements................................................................. 6 Item 2 Management's Discussion and Analysis of Results of Operations and Financial Condition.................................................................................... 7 Item 3 Quantitative and Qualitative Disclosures about Market Risk.................................... 10 PART II Other Information Item 1 Legal Proceedings............................................................................. 10 Item 2 Changes in Securities......................................................................... 10 Item 3 Defaults Upon Senior Securities............................................................... 10 Item 4 Submission of Matters to a Vote of Security Holders........................................... 10 Item 5 Other Information............................................................................. 10 Item 6 Exhibits and Reports on Form 8-K.............................................................. 10
2 Part I. Financial Information Item I. Financial Statements Hollis-Eden Pharmaceuticals, Inc. (A Development Stage Company) Balance Sheets (Unaudited)
All numbers in thousands Sept. 30, Dec. 31, 2000 1999 -------- -------- ASSETS: Current assets: Cash and cash equivalents..................................... $ 38,776 $ 47,486 Prepaid expenses.............................................. 143 115 Deposits...................................................... 27 27 ----------------- ----------------- Total current assets........................................ 38,946 47,628 Property and equipment, net of accumulated depreciation of $176 and $97................................. 373 392 Deferred acquisition costs.................................... 127 - Other receivable from related party........................... 254 245 ----------------- ----------------- Total assets................................................ $ 39,700 $ 48,265 ================= ================= LIABILITIES AND STOCKHOLDERS' EQUITY: Current liabilities: Accounts payable and accrued expenses......................... $ 2,103 $ 1,640 ----------------- ----------------- Total liabilities........................................... 2,103 1,640 ----------------- ----------------- Commitments and contingencies Stockholders' equity: Preferred stock, no par value, 10,000 shares authorized; no shares outstanding............................ $ - $ - Common stock, $.01 par value, 30,000 shares authorized; 11,381 and 11,071 shares issued and outstanding......................... 114 111 Paid-in capital............................................... 78,481 75,155 Deficit accumulated during development stage.................. (40,998) (28,641) ----------------- ----------------- Total stockholders' equity.................................. 37,597 46,625 ----------------- ----------------- Total liabilities and stockholders' equity.................. $ 39,700 $ 48,265 ================= =================
The accompanying notes are an integral part of these financial statements. 3 Hollis-Eden Pharmaceuticals, Inc. (A Development Stage Company) Statements of Operations (Unaudited) - -------------------------------------------------------------------------------- All numbers in thousands, except per share amounts
Period from Inception (Aug.15,1994) 3 months ended Sept. 30, 9 months ended Sept. 30, to Sept. 30 2000 1999 2000 1999 2000 ------- ------- -------- -------- -------- Operating expenses: Research and development: R&D operating expenses................... $ 2,147 $ 1,406 $ 8,963 $ 3,766 $ 22,145 R&D costs related to common stock and stock option grants for collaborations....................... 24 7 2,502 10 3,156 General and administrative: G&A operating expenses................... 771 791 2,872 2,884 11,702 G&A costs related to common stock, option, & warrant grants.......... - 158 - 7,469 9,490 ------------ ------------ ------------ ------------ ------------ Total operating expenses.................... 2,942 2,362 14,337 14,129 46,493 Other income (expense): Interest income............................ 663 608 1,980 1,704 5,545 Interest expense........................... - - - - (50) ------------ ------------ ------------ ------------ ------------ Total other income.......................... 663 608 1,980 1,704 5,495 ------------ ------------ ------------ ------------ ------------ Net loss.................................... $ (2,279) $ (1,754) $ (12,357) $ (12,425) $ (40,998) ============ ============ ============ ============ ============ Net loss per share-basic and diluted........ (0.20) (0.16) (1.10) (1.15) Weighted average number of common shares outstanding-basic and diluted....... 11,315 11,059 11,240 10,794
The accompanying notes are an integral part of these financial Statements. 4 (A Development Stage Company) Statements of Cash Flows (Unaudited) - -------------------------------------------------------------------------------- All numbers in thousands
Period from Inception (Aug. 15, 1994) 9 months ended Sept. 30, to Sept. 30 2000 1999 2000 ---------------- ---------------- ---------------- Cash flows from operating activities: Net loss.......................................................... $ (12,357) $ (12,425) $ (40,998) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation.................................................... 78 44 176 Common stock issued for the company 401k/m plan................. 63 - 63 Common stock issued as consideration for amendments/termination of agreements........................... - - 66 Common stock issued as consideration for the purchase of technology................................. 1,848 - 1,848 Common stock issued as consideration for license fees and services.................................. 599 - 1,194 Expense related to options/warrants issued as consideration to consultants................................ 55 2,150 2,618 Expense related to warrants issued to a director for successful closure of merger...................... - - 570 Expense related to stock options issued......................... - 4,900 5,140 Deferred compensation expense related to options issued.............................................. - 439 1,210 Changes in assets and liabilities: Prepaid expenses.................................................. (28) (55) (143) Deposits.......................................................... - (18) (27) Receivable from related party..................................... (9) (44) (254) Accounts payable and accrued expenses............................. 336 346 1,976 Disposal of assets................................................ - 7 7 R & D fees payable to related party............................... - - - ---------------- ---------------- ---------------- Net cash used in operating activities........................... (9,415) (4,656) (26,554) Cash flows provided by investing activities: Purchase of property and equipment................................ (60) (338) (556) ---------------- ---------------- ---------------- Net cash used in investing activities........................... (60) (338) (556) Cash flows from financing activities: Borrowings from related party..................................... - - 342 Payments on note payable to related party......................... - - (342) Contributions from stockholder.................................... - - 103 Net proceeds from sale of preferred stock......................... - - 4,000 Net proceeds from sale of common stock............................ - 24,772 42,172 Proceeds from issuance of debt.................................... - - 371 Net proceeds from recapitalization................................ - - 6,271 Net proceeds from warrants and options exercised.................. 765 5,118 12,969 ---------------- ---------------- ---------------- Net cash from financing activities.............................. 765 29,890 65,886 Net increase in cash............................................... (8,710) 24,896 38,776 Cash at beginning of period........................................ 47,486 24,190 - ---------------- ---------------- ---------------- Cash at end of period.............................................. $ 38,776 $ 49,086 $ 38,776 ================ ================ ================
The accompanying notes are an integral part of these financial statements. 5 HOLLIS-EDEN PHARMACEUTICALS, INC. (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS (UNAUDITED) 1. Basis of Presentation The information at September 30, 2000, and for the three-month and nine- month periods ended September 30, 2000 and 1999, is unaudited. In the opinion of management, these financial statements include all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the results for the interim periods presented. Interim results are not necessarily indicative of results for a full year. These financial statements should be read in conjunction with Hollis-Eden Pharmaceuticals, Inc. ("Hollis-Eden" or the "Company") Annual Report on Form 10-K for the year ended December 31, 1999, which was filed with the United States Securities and Exchange Commission on March 20, 2000. 2. Issuance of Common Stock / Warrants for Technology Acquisition On January 20, 2000, Hollis-Eden reached a settlement on its pending arbitrations with Mr. Prendergast, Colthurst and Edenland. The Settlement and Mutual Release Agreement completely disposed of all of the matters that were at issue in the pending arbitrations. In addition, the parties entered into two new technology agreements, the Technology Assignment Agreement and the Sponsored Research and License Agreement. The Technology Assignment Agreement replaces the Colthurst License Agreement. Pursuant to the Technology Assignment Agreement, Mr. Prendergast and Colthurst assigned to Hollis-Eden ownership of all patents, patent applications and current or future improvements of the technology under the Colthurst License Agreement, including HE2000, Hollis-Eden's lead clinical compound. The annual license fee of $500,000 and the royalty obligations under the Colthurst License Agreement have been eliminated. In consideration for the foregoing, Hollis-Eden agreed to issue to Colthurst 660,000 shares of Common Stock and a warrant to purchase an aggregate of 400,000 shares of Common Stock at $25 per share. Only 132,000 of such shares of Common Stock will be issued in 2000 with the remaining 528,000 shares to be issued over the next four years conditioned on continued compliance with the agreement and, in particular, satisfaction of the Conditions (as defined below). In addition, all of the shares under the warrant vest over four years conditioned on continued compliance with the agreement and, in particular, satisfaction of the Conditions (as defined below). The Sponsored Research and License Agreement replaces the Edenland License Agreement and the Research, Development and Option Agreement. Pursuant to the Sponsored Research and License Agreement, Edenland exclusively licensed to Hollis-Eden a number of compounds, together with all related patents and patent applications, and Hollis-Eden agreed to fund additional preclinical research projects conducted by Edenland. Hollis-Eden will also have exclusive license rights to all results of such research and will have royalty obligations to Edenland on sales of new products, if any, resulting from such research. In consideration for the license agreement, The Company paid $2 million to Edenland during the second quarter of 2000. As stated above, the issuance of the additional shares of Common Stock and the vesting of the warrant is dependent upon the satisfaction of certain conditions (the "Conditions"), including (i) support of Hollis-Eden's actions by Mr. Prendergast and Colthurst, by voting their shares of Hollis-Eden stock in favor of management and (ii) Mr. Prendergast and his affiliated companies not conducting research and development activities relating to the transferred technology. In accordance with Emerging Issues Task Force No. 96-18, Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services, these future events could not be determined at the date of the agreements (January 2000). Accordingly, the shares and warrants will be accounted for as they vest or are issued. During the first quarter of 2000, we recorded a research and development charge for $1.9 million representing the fair value of the 132,000 shares due under the agreement during 2000. 3. Issuance of Common Stock for License Fees The Company entered into an exclusive license agreement with Humanetics Corporation on January 28, 2000. In consideration of the license agreement, the Company agreed to issue to Humanetics 38,000 shares of Common Stock. The issuance of the Common Stock resulted in a $598,500 non-cash charge during the quarter ended March 31, 2000. 4. Subsequent Events On October 11, 2000, the Company acquired a 21% equity stake in Aeson Therapeutics, Inc., an Arizona-based company which is developing molecules that are analogs with similar biological properties to HE2000, the Company's lead compound in development. The Company exchanged $2 million in cash and 208,681 shares of Hollis-Eden Common Stock for its equity interest in Aeson. In addition, the Company also obtained an exclusive worldwide sublicense to three issued patents (not including fluasterone) from Aeson. As part of the transaction, Aeson and its shareholders have granted the Company an exclusive option to acquire the remainder of Aeson at a pre-determined price at any time during the next 30 months. Regardless of whether the Company elects to exercise this option, however, the Company will retain its exclusive sublicense to the three patents. Aeson's lead compound, fluasterone, is in Phase II clinical studies for cardiovascular disease and actinic keratosis, a precursor to squamous cell cancer, as well as in preclinical studies in other indications. The cash portion of the Company's investment will be used by Aeson to fund specific studies with fluasterone as well as other compounds in its pipeline. Since the technology is still in its early stages, the Company expects to take a one-time charge for in process research and development of approximately $4 million during the fourth quarter of 2000. Item 2. Management's Discussion and Analysis of Results of Operations and Financial Condition The forward-looking comments contained in the following discussion involve risks and uncertainties. The Company's actual results may differ materially from those discussed here. Factors that could cause or contribute to such differences can be found in the following discussion, as well as in the Company's Annual Report on Form 10-K for the year ended December 31, 1999. While management believes that the discussion and analysis in this report is adequate for a fair presentation of the information, management recommends that this discussion and analysis be read in conjunction with Management's Discussion and Analysis of Results of Operations and Financial Condition included in the Company's Annual Report on Form 10-K for the year ended December 31, 1999, which was filed with the United States Securities and Exchange Commission on March 20, 2000. General Hollis-Eden Pharmaceuticals, Inc., a development-stage pharmaceutical company, is engaged in the discovery, development and commercialization of products primarily for the treatment of infectious diseases and immune system disorders, including HIV/AIDS, hepatitis and malaria. We are focusing our initial development efforts on a potent series of immune regulatory hormones and hormone analogs. Our lead compound in this series, HE2000, is currently in clinical studies in the U.S. and South Africa. HE2000 appears from early clinical studies to help reestablish immune system balance in situations such as HIV where the immune system is dysregulated. In the setting of HIV we believe that, by reestablishing this balance, the immune system may be able to better control virus levels and potentially delay or prevent the progression to AIDS. In addition, based on the mechanism of action, we believe this compound will have an attractive safety profile and will avoid issues of resistance that plague many existing antiviral drugs. The ability to restore immune system balance has the potential to have broad applicability to a wide variety of infectious diseases and oncology- related applications as well as a number of inflammatory conditions. To more fully exploit this commercial opportunity we have begun an aggressive research and licensing effort designed to expand both the number of compounds in development and the breadth of potential therapeutic applications. Several compounds resulting from these activities are in late stage preclinical development and are candidates for clinical trials. We are pursuing a partially integrated approach to building our business. As such, we intend to utilize third parties for many of our activities such as clinical development and manufacturing. We believe by being involved in the design and supervision of these activities, but not the day-to-day execution, we can preserve our flexibility and limit our net losses during the development phase. If we are able to successfully develop HE2000 or other pharmaceutical products, we anticipate marketing them directly in the U.S. and potentially elsewhere, subject to applicable regulatory approvals. For certain therapeutic indications or geographic regions, we anticipate establishing strategic collaborations to commercialize these opportunities. We have not yet generated any operating revenues. We have experienced significant operating losses due to substantial expenses incurred to acquire and fund development of our drug candidates and, as of September 30, 2000, had an accumulated deficit of approximately $41.0 million. We cannot guarantee that any of our drug candidates will be approved for commercial sale or that any of the foregoing proposed arrangements will be implemented or prove to be successful. Hollis-Eden has been unprofitable since inception and we expect to incur substantial additional operating losses for at least the next few years as we increase expenditures on research and development and begin to allocate significant and increasing resources to our clinical testing and other activities. In addition, during the next few years, we will have to meet the substantial new challenge of developing the capability to market products. Accordingly, our activities to date are not as broad in depth or scope as the activities we must undertake in the future, and our historical operations and financial information are not indicative of future operating or financial condition or our ability to operate profitably as a commercial enterprise when and if we succeed in bringing any drug candidate to market. Results of Operations Hollis-Eden has not generated any revenues for the period from the founding, on August 15, 1994, through September 30, 2000. We have devoted substantially all of our resources to the payment of licensing fees and research and development expenses in addition to expenses related to the startup of our business. From the founding until September 30, 2000, we have incurred expenses of approximately $25.3 million in research and development and $21.2 million in general and administrative expenses, which has been partially offset by $5.5 million in net interest income resulting in a cumulative loss of $41.0 million, of which $12.6 million consisted of non-cash expenses. Research and development operating expenses increased to $2.1 million from $1.4 million and increased to $9.0 million from $3.8 million for the three- and nine-month periods ended September 30, 2000 and 1999, respectively. Research and development operating expenses relate primarily to ongoing development, preclinical testing and clinical trial expenses for the Company's drug candidates. The increase in research and development operating expenses for the three- and nine-month periods ended September 30, 2000, as compared to the same periods in 1999, was due mainly to increased staffing and preclinical and clinical trial activities. These expenses are expected to continue to increase as the Company expands its clinical activities. Included in the nine-month period ended September 30, 2000 was $2.2 million in license and collaboration expenses related to new or restructured collaborations. The 1999 results included a $500,000 license fee. In the nine-month period ended September 30, 2000, research and development non-cash charges of $2.5 million were incurred for costs relating to issuances of Common Stock. The non-cash charges are comprised mainly of $1.9 million relating to our new Technology Assignment Agreement (see note 2) and $600,000 relating to our new license agreement with Humanetics Corporation (see note 3). There were no such charges for the same time period in 1999. General and administrative operating expenses remained relatively unchanged at $0.8 million for both the three-month period ended September 30, 2000 and 1999, and $2.9 million for both nine-month periods ended September 30, 2000 and 1999. General and administrative operating expenses relate to staffing, facilities, supplies, benefits, recruiting, legal and travel. During the nine-month period ending September 30, 1999, $7.5 million in general and administrative expenses were incurred for non-cash charges relating to issuances of options and warrants. There were no comparable general and administrative charges for the nine-month period ended September 30, 2000. Net interest income increased to $663,000 from $608,000 and to $1.9 million from $1.7 million for the three- and nine-month periods ended September 30, 2000 and 1999, respectively. The change in interest income is due primarily to higher interest rates from investment accounts, partially offset by lower cash balances. Liquidity and Capital Resources Hollis-Eden has financed its operations since inception through the sale of shares of stock and with loans from its founder, Richard B. Hollis, which were repaid in January 1996. During the year ended December 31, 1995, Hollis-Eden received cash proceeds of $250,000 from the sale of securities. In May 1996, we completed a private placement of shares of Common Stock, from which we received aggregate gross proceeds of $1.3 million. In March 1997, the merger of Initial Acquisition Corp. and Hollis-Eden provided us with $6.5 million in cash and other receivables. During May 1998, we closed a private placement of shares of Common and Preferred Stock with gross proceeds totaling $20.6 million. During January 1999, we closed two private placements of shares of Common Stock with aggregate gross proceeds of approximately $24.8 million. In addition, we have received $13.0 million from the exercise of options and warrants. Hollis-Eden's operations to date have consumed substantial capital without generating any revenues, and we will continue to require substantial and increasing amounts of funds to conduct necessary research and development and preclinical and clinical testing of our drug candidates, and to market any drug candidates that receive regulatory approval. We do not expect to generate revenue from operations for the foreseeable future, and our ability to meet our cash obligations as they become due and payable is expected to depend for at least the next several years on our ability to sell securities, borrow funds or some combination thereof. Based upon our current plans, we believe that our existing capital resources, together with interest thereon, will be sufficient to meet our operating expenses and capital requirements at least well into 2002. There can be no assurance, however, that changes in our research and development plans or other events affecting our operating expenses will not result in the expenditure of such cash before that time. No assurance can be given that we will be successful in raising necessary funds. Our future capital requirements will depend upon many factors, including progress with preclinical testing and clinical trials, the number and breadth of our programs, the time and costs involved in preparing, filing, prosecuting, maintaining and enforcing patent claims and other proprietary rights, the time and costs involved in obtaining regulatory approvals, competing technological and market developments, and our ability to establish collaborative arrangements, effective commercialization, marketing activities and other arrangements. In any event, we expect to continue to incur increasing negative cash flows and net losses for the foreseeable future. This report may contain certain forward-looking statements (as such term is defined in the Private Securities Litigation Reform Act of 1995) and information relating to the Company that are based on the beliefs of the management of the Company as well as assumptions made by and information currently available to the management of the Company. When used in this report, the words "anticipate," "believe," "estimate," "expect," "intend," "plan" and similar expressions, as they relate to the Company or the management of the Company, identify forward-looking statements. Such statements reflect the current views of the Company with respect to future events, the outcome of which is subject to certain risks, including among others general economic and market conditions, possible disruptions in the Company's computer or telephone systems, possible work stoppages or increases in labor costs, effects of competition, litigation results or effects, and other factors which maybe outside of the Company's control. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results or outcomes may vary materially from those described as anticipated, believed, estimated, expected, intended or planned. Subsequent written and oral forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by the cautionary statements in this paragraph. Item 3. Quantitative and Qualitative Disclosures about Market Risk Not applicable. PART II Other Information Item 1. Legal Proceedings Please refer to Form 10-Q/A for Quarterly Period Ended March 31, 2000 filed on March 30, 2001. Item 2. Changes in Securities None Item 3. Defaults upon Senior Securities None Item 4. Submission of Matters to a Vote of Securities Holders None Item 5. Other Information None Item 6. Exhibits and Reports on Form 8-K Exhibits: None 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. HOLLIS-EDEN PHARMACEUTICALS, INC. Dated: March 28, 2001 By: /s/ Daniel D. Burgess ------------------------------ Daniel D. Burgess Chief Operating Officer/ Chief Financial Officer (Principal Financial Officer) By: /s/ Robert W. Weber ------------------------------ Robert W. Weber Vice President-Controller/ Chief Accounting Officer (Principal Accounting Officer) -----END PRIVACY-ENHANCED MESSAGE-----