8-K

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): September 26, 2003

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.)	(IRS Employer Identification No.)

4435 Eastgate Mall, Suite 400

San Diego, California 92121

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (858) 587-9333

Item 5. Other Events and Required FD Disclosure.

On September 26, 2003, Hollis-Eden Pharmaceuticals, Inc. (the “Company”) announced the pricing of its follow-on offering of 2,500,000 million shares of its common stock at $25.00 per share. A copy of the Company’s press release, dated September 26, 2003, relating to the offering is attached hereto as Exhibit 99.1.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

(c) Exhibits.

Number	Description
99.1	Press release issued by the Company on September 26, 2003.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

HOLLIS-EDEN PHARMACEUTICALS, INC.
By:	/s/    ERIC J. LOUMEAU
	Eric J. Loumeau Vice President, General Counsel and Secretary

Dated: September 26, 2003

INDEX TO EXHIBITS

99.1 Press release issued by the Company on September 26, 2003.

EX-99.1

EXHIBIT 99.1

Hollis-Eden Pharmaceuticals Prices

$62.5 Million Follow-On Offering Of Common Stock

San Diego, California, September 26, 2003 – Hollis-Eden Pharmaceuticals, Inc. (Nasdaq: HEPH) today announced the pricing of its follow-on offering of common stock. The Company has agreed to sell 2.5 million shares of its common stock at $25.00 per share. The Company has also granted an over-allotment option to the underwriters to purchase up to an additional 375,000 shares of common stock. All of the shares are being sold by the Company.

The managing underwriters and joint book-running managers of this offering are Jefferies & Company, Inc. and SG Cowen Securities Corporation.

Hollis-Eden Pharmaceuticals, Inc. is a development-stage pharmaceutical company based in San Diego, California, engaged in the development of products for the treatment of infectious diseases and immune system disorders.

The offering is expected to close on October 1, 2003, subject to the satisfaction of customary closing conditions.

A registration statement relating to these securities was filed with and has been declared effective by the Securities and Exchange Commission. This press release shall not constitute an offer to sell or solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

Copies of the final prospectus may be obtained from Jefferies & Company, Inc. at 520 Madison Avenue, New York, New York 10022-4213, or from SG Cowen Securities Corporation at 1221 Avenue of the Americas, New York, New York 10020.