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): December 9, 2010
Adeona
Pharmaceuticals, Inc.
(Exact
name of registrant as specified in charter)
Nevada
(State or
other jurisdiction of incorporation)
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01-12584
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13-3808303
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(Commission
File Number)
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(IRS
Employer Identification No.)
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3930
Varsity Drive
Ann Arbor, MI
48108
(Address
of principal executive offices and zip code)
(734)
332-7800
(Registrant’s
telephone number including area code)
N/A
(Former
Name and Former Address)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of registrant under any of the following
provisions:
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o
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Written communications pursuant
to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting material pursuant to
Rule 14a-12(b) under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
8.01 Other Events
On
December 9, 2010, the Corporation entered into an Advisory Agreement with Ananda
S. Prasad, M.D., Ph.D. (“Prasad”) pursuant to which the
Corporation retained Prasad to serve on its advisory board for a
three year period of time, terminable by either party at any time upon ten days
advance notice. In connection therewith, the
Corporation agreed to issue to Prasad, a non-qualified option (the
“Option”) to purchase 50,000 shares of the Corporation’s common stock at an
exercise price equal to the fair market value of the Corporation’s common stock
at the close of business on December 9, 2010. The Option shall vest
with respect to 1,389 shares of common stock per month for so long as the
Advisory Agreement is in full force and effect.
On
December 9, 2010 the Corporation entered into a Data Sharing Agreement with
Prasad whereby Prasad agreed to provide the Corporation with exclusive
commercial access to a certain clinical data to certain clinical trials
testing the efficacy of oral zinc therapy for prevention of infection in
seniors (the “Study”). The Corporation has agreed to pay Prasad
for a ten year period a royalty equal to one percent of the Corporation’s net
sales of any product containing 15 mg elemental zinc as zinc gluconate to the
extent such product is supported by the clinical data of the Study provided by
Prasad.
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.
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Dated: December
15, 2010
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Adeona
Pharmaceuticals, Inc.
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(Registrant)
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By:
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/s/ James S. Kuo
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Name:
James S. Kuo
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Title:
Chief Executive Officer
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