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): April 22, 2009

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

Not Applicable.

(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 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.

On April 22, 2009, the board of directors of Hollis-Eden Pharmaceuticals, Inc. (the “Company”) approved an amendment to Article IV, Section 15 of the Company’s Bylaws (the “Bylaws”) effective immediately to include eligibility requirements for individuals nominated for election to the Company’s board of directors.

The description of the amendment to the Bylaws is subject to, and qualified in its entirety by, the complete text of the amendment to the Bylaws, which is attached hereto as Exhibit 3.5 and incorporated herein by reference.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

3.5    Amendment to Bylaws of Hollis-Eden Pharmaceuticals, Inc.

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.
Dated: April 22, 2009	By:	/s/    James M. Frincke
		James M. Frincke
		Interim Chief Executive Officer

EXHIBIT INDEX

3.5 Amendment to Bylaws of Hollis-Eden Pharmaceuticals, Inc.

EX-3.5

Exhibit 3.5

AMENDMENT TO

BYLAWS OF

HOLLIS-EDEN PHARMACEUTICALS, INC.

The Bylaws of Hollis-Eden Pharmaceuticals, Inc. (the “Bylaws”) are hereby amended as follows:

Article IV, Section 15 of the Bylaws is amended and restated in its entirety to read as follows:

“Section 15. Number, Qualifications and Term of Office.

(a) The authorized number of directors of the corporation shall be fixed in accordance with the Certificate of Incorporation.

(b) Directors need not be stockholders unless so required by the Certificate of Incorporation. No person shall be eligible to be nominated for election to the board of directors of the corporation if such person (i) is under indictment for, or has ever been convicted of, a criminal offense involving dishonesty or breach of trust and the penalty for such offense could be imprisonment for more than one year, (ii) has, in the five years preceding such person’s nomination for election as a director, been found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission (the “SEC”) to have violated any federal securities or state securities law, and the judgment in such civil action or finding by the SEC has not been subsequently reversed, suspended, or vacated or (iii) has ever been terminated as an executive of the corporation if such termination was for “cause” as defined in any employment or employment-related agreement between such person and the corporation.

(c) If for any cause, the directors shall not have been elected at an annual meeting, they may be elected as soon thereafter as convenient at a special meeting of the stockholders called for that purpose in the manner provided in these Bylaws (Del. Code Ann., tit 8, §§ 141(b), 211(b), (c))”

Except as aforesaid, the Bylaws shall remain in full force and effect.

Adopted by the Board of Directors of Hollis-Eden Pharmaceuticals, Inc. on April 22, 2009.