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): October 10, 2008
 
Adeona Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)
 
Delaware
(State or other jurisdiction of
incorporation)
01-12584
(Commission
File Number)
13-3808303
(IRS Employer
Identification Number)
 
3930 Varsity Drive
Ann Arbor, MI 48108
(Address of principal executive offices) (Zip Code)
 
(734) 332-7800
(Registrant's telephone number, including area code)

Pipex Pharmaceuticals, Inc.
(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:
 
 
  o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
o
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
 
Effective October 10, 2008, the Registrant amended its certificate of incorporation to change its corporate name to Adeona Pharmaceuticals, Inc. The Registrant’s previous corporate name was Pipex Pharmaceuticals, Inc.
 
Item 9.01   Financial Statements and Exhibits.

(d)  
Exhibits.

       Exhibit 3.1 Amendment to Certificate of Incorporation

       Exhibit 99.1  Press Release
       
SIGNATURE

 
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.
   
Dated: October 16, 2008 By:   /s/ Nicholas Stergis
  Nicholas Stergis
  Chief Executive Officer
 
 
 

Exhibit 3.1

STATE OF DELAWARE
CERTIFICATE OF AMENDMENT
OF CERTIFICATE OF INCORPORATION OF
PIPEX PHARMACEUTICALS, INC.
 
Pipex Pharmaceuticals, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify:
 
            FIRST :  That at a meeting of the Board of Directors of Pipex Pharmaceuticals, Inc., on April 14, 2008, resolutions were duly adopted setting forth a proposal to change the Corporation’s name and to call a meeting of the stockholders of said Corporation on June 3, 2008 in accordance with Section 222 of the General Corporation Law of the State of Delaware for consideration of the following resolution:
 
RESOLVED , to approve the grant of discretionary authority to the Board of Directors for a 24 month period (a) to amend the Corporation’s Certificate of Incorporation to change the name of the Corporation or (b) to determine not to proceed with the name change.

SECOND :  That thereafter, pursuant to resolution of the Corporation’s Board of Directors, an annual meeting of the stockholders of said Corporation was duly held on June 3, 2008 upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the resolution.
 
THIRD : That at a meeting of the Board of Directors of Pipex Pharmaceuticals, Inc., on October 2, 2008, resolutions were adopted setting forth a proposed amendment of the Certificate of Incorporation of said Corporation changing the name of the Corporation pursuant to the previous stockholder vote. The resolution setting forth the proposed amendment is as follows:

RESOLVED , that the Certificate of Incorporation of this corporation be amended by changing the Article thereof numbered “FIRST” so that, as amended, said Article shall be and read as follows:
 
“The name of the corporation (hereinafter sometimes called the “Corporation”) is:  Adeona Pharmaceuticals, Inc.”
 

 
 
 

 
              FOURTH : That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
 
              IN WITNESS WHEREOF , said Corporation has caused this certificate to be signed this 10th day of October, 2008.
 
 
 
  PIPEX PHARMACEUTICALS, INC.
   
  By:   /s/ Nicholas Stergis
  Nicholas Stergis
  Chief Executive Officer
 
 
 

 
 
 


 

Pipex Pharmaceuticals, Inc. Completes Corporate Name Change to Adeona Pharmaceuticals And Receives New Ticker Symbol

 

Stock To Trade Under New Ticker Symbol ‘AEN’ Starting Today

Ann Arbor, Michigan, October 16, 2008 – Pipex Pharmaceuticals, Inc. (the “Company” or “Pipex”) (AMEX: PP), a pharmaceutical company developing innovative late-stage oral drug candidates for the treatment of autoimmune and central nervous system diseases, announced today that it has completed a corporate name change from Pipex Pharmaceuticals, Inc. to Adeona Pharmaceuticals, Inc.

As a result of the name change, the American Stock Exchange (AMEX) will begin to trade the Company’s shares of common stock as of today, under the new ticker symbol ‘AEN.’

Nicholas Stergis, Chief Executive Officer of Adeona, commented, "As previously announced, we are pleased to have completed our corporate name and ticker symbol change. Our primary focus is toward the continued development of new disease-modifying treatments for autoimmune and central nervous system diseases. This strategy and direction is evident by our recent in-licensing of oral dnaJP1 for the treatment of rheumatoid arthritis (RA) which has completed a 160-patient, double-blind, placebo-controlled phase II clinical trial in RA patients. Oral dnaJP1 complements our existing immunology pipeline which includes, TRIMESTA, an oral treatment for multiple sclerosis (MS) which is currently in a 150-patient double-blind, placebo-controlled phase IIb clinical trial is being funded by a $5 million grant."

About Adeona

Adeona Pharmaceuticals, Inc. (“Adeona”) is a specialty pharmaceutical company that is developing proprietary, late-stage drug candidates for the treatment of central nervous system and autoimmune diseases. Adeona’s strategy is to exclusively in-license clinical-stage drug candidates for the treatment of unmet medical diseases. Adeona is focused on developing products to treat, rheumatoid arthritis, multiple sclerosis, dry age-related macular degeneration (AMD), and fibromyalgia.

 

 

 

 


 

 

This press release contains forward-looking statements, within the meaning of Section 21E of the Securities Exchange Act of 1934, that reflect Adeona Pharmaceuticals, Inc.’s current expectations about its future results, performance, prospects and opportunities, including statements regarding our late stage pipeline of products and its focus on development of new disease modifying treatments for autoimmune diseases. Where possible, the Company has tried to identify these forward-looking statements by using words such as "anticipates," "believes," "intends," or similar expressions. These statements are subject to a number of risks, uncertainties and other factors that could cause actual events or results in future periods to differ materially from what is expressed in, or implied by, these statements including the risks set forth in our recent Form 10-Q and other filings with the Securities and Exchange Commission. We cannot assure you that we will be able to successfully develop or commercialize products based on our technologies, including, dnaJP1, TRIMESTA, Zinthionein, oral flupirtine, SOLOVAX, oral TTM, or CD4 inhibitors, particularly in light of the significant uncertainty inherent in developing, manufacturing and conducting preclinical and clinical trials of new pharmaceuticals, and obtaining regulatory approvals, that our technologies will prove to be safe and effective, that our cash expenditures will not exceed projected levels, that we will be able to obtain future financing or funds when needed, that product development and commercialization efforts will not be reduced or discontinued due to difficulties or delays in clinical trials or due to lack of progress or positive results from research and development efforts, that we will be able to successfully obtain any further grants and awards, maintain our existing grants which are subject to performance, that we will be able to patent, register or protect our technology from challenge and products from competition or maintain or expand our license agreements with our current licensors, or that our business strategy will be successful. All forward-looking statements made in this press release are made as of the date hereof, and the Company assumes no obligation to update the forward-looking statements included in this news release whether as a result of new information, future events, or otherwise.

For Further Information, Contact:

 

Nicholas Stergis

Chief Executive Officer

(734) 332-7800

 

Thomas Redington

Investor Relations

Redington, Inc.

(203) 222-7399