Delaware
|
2834
|
56-1953785
|
(State or Other Jurisdiction of
Incorporation or Organization)
|
(Primary Standard Industrial
Classification Number)
|
(I.R.S. Employer
Identification No.)
|
Michael A. Hedge
Jeffrey J. Plumer
K&L Gates LLP
1900 Main Street, Suite 600
Irvine, California 92614
(949) 253-0900
|
|
|
|
Incorporated by Reference To
|
|
|
|||||||||
Exhibit
Number
|
|
Description of Document
|
|
Registrant’s
Form
|
|
Date Filed with the SEC
|
|
Exhibit
Number
|
|
Filed
Herewith
|
||||
2.1
|
|
Agreement and Plan of Merger and Reorganization dated September 16, 2003 between Incara, Inc. and Incara Pharmaceuticals Corporation
|
|
S-4
|
|
09/19/03
|
|
2.1
|
|
|
||||
3.1
|
|
Amended and Restated Certificate of Incorporation
|
|
10-K
|
|
12/31/12
|
|
3.1
|
|
|||||
4.1
|
|
Form of Common Stock Certificate
|
|
10-Q
|
|
08/11/04
|
|
4.1
|
|
|
||||
4.2
|
|
Form of Series B Preferred Stock Certificate
|
|
S-4
|
|
09/19/03
|
|
4.8
|
|
|
||||
4.3
|
|
Form of Warrant to Purchase Common Stock dated June 5, 2006.
|
|
8-K
|
|
06/06/06
|
|
10.3
|
|
|
||||
4.4
|
|
Registration Rights Agreement dated May 22, 2007 by and among the Company and each of the Purchasers whose names appear on the Schedule attached thereto.
|
|
8-K
|
|
5/23/07
|
|
4.1
|
|
|
||||
4.5
|
|
Registration Rights Agreement dated October 6, 2009 by and among the Company and the investors whose names appear on the signature pages thereof.
|
|
8-K
|
|
10/06/09
|
|
4.1
|
|
|
||||
4.6
|
|
Form of Warrant to Purchase Common Stock dated May 22, 2007.
|
|
8-K
|
|
5/23/07
|
|
10.2
|
|
|
||||
4.7
|
|
Form of Warrant to Purchase Common Stock
|
|
8-K
|
|
10/06/09
|
|
10.2
|
|
|
||||
4.8
|
Registration Rights Agreement dated September 16, 2003 among Incara Pharmaceuticals Corporation, Incara, Inc. and Goodnow Capital, L.L.C.
|
|
S-4
|
|
09/19/03
|
|
10.101
|
|||||||
4.9
|
Registration Rights Agreement dated August 11, 2010 by and among Aeolus Pharmaceuticals, Inc. and the investors listed therein
|
|
8-K
|
|
8/12/10
|
|
4.1
|
|||||||
Opinion of K&L Gates LLP
|
S-1
|
5/14/12
|
5.1
|
X
|
||||||||||
10.1*
|
|
License Agreement between Duke University and Aeolus Pharmaceuticals, Inc., dated July 21, 1995
|
|
S-1
|
|
12/08/95
|
|
10.4
|
|
|
||||
10.2
|
|
Amended and Restated Limited Liability Company Agreement of CPEC LLC dated July 15, 1999, among CPEC LLC, Intercardia, Inc. and Interneuron Pharmaceuticals, Inc.
|
|
8-K
|
|
07/23/99
|
|
10.42
|
|
|
||||
10.3
|
|
Assignment, Assumption and License Agreement dated July 15, 1999, between CPEC LLC and Intercardia, Inc.
|
|
8-K
|
|
07/23/99
|
|
10.43
|
|
|
||||
10.4*
|
License Agreement dated January 19, 2001 between Incara Pharmaceuticals Corporation and Incara Development, Ltd.
|
10-Q
|
02/13/01
|
10.59
|
||||||||||
10.5*
|
|
License Agreement dated January 19, 2001 between Elan Corporation, plc, Elan Pharma International Ltd. and Incara Development, Ltd.
|
|
10-Q
|
|
02/13/01
|
|
10.60
|
|
|
||||
10.6
|
|
Registration Rights Agreement dated December 21, 2000 among Incara Pharmaceuticals Corporation, Elan International Services, Ltd. and Elan Pharma International Ltd.
|
|
10-Q
|
|
02/13/01
|
|
10.62
|
|
|
||||
10.7
|
|
Agreement and Amendment, effective as of January 22, 2001, by and among Incara Pharmaceuticals Corporation, Elan International Services, Ltd. and Elan Pharma International Limited
|
|
10-Q
|
|
05/14/01
|
|
10.64
|
|
|
||||
10.8
|
|
Second Agreement and Amendment, effective as of January 22, 2001, by and among Incara Pharmaceuticals Corporation, Elan International Services, Ltd. and Elan Pharma International Limited
|
|
10-Q
|
|
05/14/01
|
|
10.65
|
|
|
|
|
|
Incorporated by Reference To
|
|
|
|||||||||
Exhibit
Number
|
|
Description of Document
|
|
Registrant’s
Form
|
|
Date Filed with the SEC
|
|
Exhibit
Number
|
|
Filed
Herewith
|
||||
10.9
|
|
Third Agreement and Amendment, effective as of January 22, 2001, by and among Incara Pharmaceuticals Corporation, Elan International Services, Ltd. and Elan Pharma International Limited
|
|
8-K
|
|
06/01/01
|
|
10.66
|
|
|
||||
10.10
|
|
Agreement and Fourth Amendment, effective February 13, 2002, by and among Incara Pharmaceuticals Corporation, Elan International Services, Ltd., Elan Pharma International Limited and Elan Pharmaceutical Investments III, Ltd.
|
|
10-Q
|
|
02/14/02
|
|
10.75
|
|
|
||||
10.11*
|
|
License Agreement dated June 25, 1998 between Duke University and Aeolus Pharmaceuticals, Inc.
|
|
10-Q
|
|
05/15/02
|
|
10.82
|
|
|
||||
10.12*
|
|
License Agreement dated May 7, 2002 between Duke University and Aeolus Pharmaceuticals, Inc.
|
|
10-Q
|
|
05/15/02
|
|
10.83
|
|
|
||||
10.13*
|
|
License Agreement dated November 17, 2000 between National Jewish Medical and Research Center and Aeolus Pharmaceuticals, Inc.
|
|
10-Q
|
|
02/13/01
|
|
10.56
|
|
|
||||
10.14
|
Exclusive License Agreement, dated January 15, 2009, by and between the Company and National Jewish Health
|
10-Q
|
05/16/11
|
10.7
|
||||||||||
10.15*
|
|
Securities Purchase Agreement dated as of May 15, 2002, among Incara Pharmaceuticals Corporation, Aeolus Pharmaceuticals, Inc., Elan Pharma International Limited and Elan International Services, Ltd.
|
|
8-K/A
|
|
07/03/02
|
|
10.84
|
|
|
||||
10.16*
|
|
Development and Option Agreement dated May 15, 2002, among Elan Pharma International Limited, Incara Pharmaceuticals Corporation and Aeolus Pharmaceuticals, Inc.
|
|
8-K/A
|
|
07/03/02
|
|
10.85
|
|
|
||||
10.17
|
|
Amended and Restated Registration Rights Agreement dated as of May 15, 2002, among Incara Pharmaceuticals Corporation, Elan International Services, Ltd. and Elan Pharma International Limited
|
|
8-K/A
|
|
07/03/02
|
|
10.86
|
|
|
||||
10.18
|
Amendment No. 1 to License Agreement dated May 14, 2002, between Aeolus Pharmaceuticals, Inc. and Duke University (amending License Agreement dated July 21, 1995)
|
8-K/A
|
07/03/02
|
10.87
|
||||||||||
10.19
|
|
Amendment No. 1 to License Agreement dated May 14, 2002, between Aeolus Pharmaceuticals, Inc. and Duke University (amending License Agreement dated June 25, 1998)
|
|
8-K/A
|
|
07/03/02
|
|
10.88
|
|
|
||||
10.20
|
|
Amendment No. 1 to License Agreement dated May 14, 2002, between Aeolus Pharmaceuticals, Inc. and National Jewish Medical and Research Center (amending License Agreement dated November 17, 2000)
|
|
8-K/A
|
|
07/03/02
|
|
10.89
|
|
|
||||
10.21*
|
Subaward Agreement, dated March 16, 2011, by and between the Company and the Office of Research and Development of the University of Maryland, Baltimore
|
10-Q
|
05/16/11
|
10.4
|
|
|
||||||||
10.22
|
|
Letter dated May 17, 2004 from Elan International Services, Limited and Elan Pharma International Limited to Incara Pharmaceuticals Corporation
|
|
10-Q
|
|
08/11/04
|
|
10.106
|
|
|
||||
10.23+
|
|
Aeolus Pharmaceuticals, Inc. 1994 Stock Option Plan, as amended
|
|
10-Q
|
|
08/11/04
|
|
10.109
|
|
|
||||
10.24+
|
|
Aeolus Pharmaceuticals, Inc. Amended and Restated 2004 Stock Incentive Plan
|
|
S-8
|
|
04/28/11
|
|
99.1
|
|
|
|
|
|
Incorporated by Reference To
|
|
|
|||||||||
Exhibit
Number
|
|
Description of Document
|
|
Registrant’s
Form
|
|
Date Filed with the SEC
|
|
Exhibit
Number
|
|
Filed
Herewith
|
||||
10.25+
|
|
Amended and Restated Employment Agreement dated March 4, 2013 between Aeolus Pharmaceuticals, Inc. and John L. McManus
|
|
[8-K]
|
|
[03/04/12]
|
|
[10.1]
|
|
|||||
10.26+
|
|
Letter Agreement dated July 10, 2006 between Aeolus Pharmaceuticals, Inc. and McManus & Company, Inc.
|
|
8-K
|
|
07/10/06
|
|
10.2
|
|
|
||||
10.27+
|
|
Form of Indemnity Agreement
|
|
10-K
|
|
12/27/11
|
|
10.27
|
|
|
||||
10.28
|
|
Terms of Outside Director Compensation
|
|
10-K
|
|
12/17/04
|
|
10.114
|
|
|
||||
10.29+
|
|
Form of Incentive Stock Option Agreement
|
|
10-Q
|
|
02/08/05
|
|
10.115
|
|
|
||||
10.30+
|
|
Form of Nonqualified Stock Option Agreement
|
|
10-Q
|
|
02/08/05
|
|
10.116
|
|
|
||||
10.31
|
|
Subscription Agreement dated June 5, 2006 by and between the Company and the investors whose names appear on the signature pages thereof.
|
|
8-K
|
|
06/06/06
|
|
10.1
|
|
|
||||
10.32
|
|
Board Observer Letter dated June 5, 2006 by and among the Company and Efficacy Biotech Master Fund Ltd.
|
|
8-K
|
|
06/06/06
|
|
10.6
|
|
|
||||
10.33+
|
|
Consulting Agreement, dated December 1, 2010, between Aeolus Pharmaceuticals, Inc. and Brian J. Day
|
|
8-K
|
|
12/03/10
|
|
10.1
|
|
|
||||
10.34*
|
|
Sponsored Research Agreement (Non-Clinical), dated April 12, 2011, by and between the Company and Duke University
|
10-Q
|
05/16/11
|
10.5
|
|
|
|||||||
10.35
|
|
Securities Purchase Agreement dated August 11, 2010 by and among Aeolus Pharmaceuticals, Inc. and the investors listed therein
|
|
8-K
|
|
8/12/10
|
|
10.1
|
|
|
||||
10.36
|
|
Form of Warrant pursuant to Securities Purchase Agreement dated August 11, 2010 by and among Aeolus Pharmaceuticals, Inc. and the investors listed therein
|
|
8-K
|
|
8/12/10
|
|
10.2
|
|
|
||||
10.37
|
Convertible Promissory Note dated February 7, 2007 issued by Aeolus Pharmaceuticals, Inc. to Elan Pharma International Ltd.
|
S-1
|
06/04/07
|
10.43
|
||||||||||
10.38
|
|
Amendment No. 1 To Convertible Promissory Note dated February 7, 2009 by and between Aeolus Pharmaceuticals, Inc. and Elan Pharma International Limited
|
|
8-K
|
|
3/16/09
|
|
10.1
|
|
|
||||
10.39+
|
|
Form of Restricted Share Award Agreement
|
|
S-8 POS
|
|
3/31/08
|
|
99.2
|
|
|
||||
10.40
|
|
Securities Purchase and Exchange Agreement dated October 6, 2009 by and among the Company and the investors whose names appear on the signature pages thereof
|
|
8-K
|
|
10/06/09
|
|
10.1
|
|
|
||||
10.41
|
Amendment Agreement to the Securities Purchase and Exchange Agreement, dated December 24, 2009, by and among the Company and the investors whose names appear on the signature pages thereof
|
8-K
|
12/28/09
|
10.1
|
||||||||||
10.42+
|
Offer Letter, dated September 1, 2010 between the Company and Russell Skibsted
|
8-K
|
02/16/11
|
10.1
|
||||||||||
10.43*
|
Contract No. HHSO100201100007C, dated February 11, 2011, by and between the Company and the U.S. Department of Health and Human Services Biomedical Advanced Research and Development Authority
|
10-Q
|
05/16/11
|
10.1
|
||||||||||
10.44* |
Research and Manufacturing Agreement, dated February 18, 2011 (the “JMPS Agreement”), by and between the Company and Johnson Matthey Pharmaceutical Materials, Inc. (d/b/a Johnson Matthey Pharma Services).
|
10-Q | 05/16/11 | 10.2 | ||||||||||
10.45*
|
Appendix 2 to the JMPS Agreement, dated February 18, 2011
|
10-Q | 8/14/12 | 10.4 |
Incorporated by Reference To
|
||||||||||||||
Exhibit
Number
|
Description of Document
|
Registrant’s
Form
|
Date Filed with the SEC
|
Exhibit
Number
|
Filed
Herewith
|
|||||||||
10.46*
|
Appendix 3 to the JMPS Agreement, dated April 30, 2012
|
10-Q
|
8/14/12
|
10.5
|
||||||||||
10.47*
|
Appendix 4 to the JMPS Agreement, dated April 30, 2012
|
10-Q
|
8/14/12
|
10.6
|
||||||||||
10.48*
|
Appendix 5 to the JMPS Agreement, dated April 30, 2012
|
10-Q
|
8/14/12
|
10.7
|
||||||||||
10.49*
|
Appendix 6 to the JMPS Agreement, dated April 30, 2012
|
10-Q
|
8/14/12
|
10.8
|
||||||||||
10.50*
|
General Management Consulting Assignment, dated February 23, 2011, by and between the Company and Booz Allen Hamilton Inc.
|
10-Q
|
05/16/11
|
10.3
|
||||||||||
10.51
|
Form of Securities Purchase Agreement by and among the Company and the investors whose names appear on the signature pages thereof
|
8-K
|
4/5/12
|
10.1
|
||||||||||
10.52
|
Form of Registration Rights Agreement by and among the Company and the investors party thereto
|
8-K
|
4/5/12
|
10.2
|
||||||||||
10.53
|
Form of Warrant issued to investors in March and April 2012
|
8-K
|
4/5/12
|
10.3
|
||||||||||
10.54
|
Form of Securities Purchase Agreement by and among the Company and the investors whose names appear on the signature pages thereof
|
8-K
|
2/19/13
|
10.1
|
||||||||||
10.55
|
Form of Registration Rights Agreement by and among the Company and the investors party thereto
|
8-K
|
2/19/13
|
10.2
|
||||||||||
10.56
|
Form of Warrant issued to investors in February 2013
|
8-K
|
2/19/13
|
10.3
|
||||||||||
10.57
|
Warrant Repricing, Exercise and Lockup Agreement dated February 19, 2013 by and among the Company and the warrant holders named therein
|
8-K
|
2/19/13
|
10.4
|
||||||||||
10.58
|
Form of Securities Purchase Agreement by and among the Company and the investors whose names appear on the signature pages thereof
|
8-K
|
3/4/13
|
10.1
|
||||||||||
10.59
|
Form of Registration Rights Agreement by and among the Company and the investors party thereto
|
8-K
|
3/4/13
|
10.2
|
||||||||||
10.60
|
Form of Warrant issued to investors in March 2013
|
8-K
|
3/4/13
|
10.3
|
||||||||||
21.1
|
|
List of Subsidiaries
|
|
10-K
|
|
12/31/12
|
|
21.1
|
|
|||||
23.1
|
|
Consent of Grant Thornton LLP, Independent Registered Public Accounting Firm
|
|
S-1
|
|
5/16/13
|
|
23.1
|
|
|
||||
23.2
|
Consent of K&L Gates LLP (included in its opinion filed as Exhibit 5.1)
|
X
|
||||||||||||
24.1
|
Power of Attorney
|
S-1
|
5/16/13
|
24.1
|
|
|||||||||
101.INS†
|
XBRL Instance Document
|
S-1
|
5/16/13
|
101.INS
|
|
|||||||||
101.SCH†
|
XBRL Taxonomy Extension Schema Document
|
S-1
|
5/16/13
|
101.SCH
|
|
|||||||||
101.CAL†
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
S-1
|
5/16/13
|
101.CAL
|
|
|||||||||
101.DEF†
|
XBRL Taxonomy Extension Definition Linkbase Document
|
S-1
|
5/16/13
|
101.DEF
|
|
|||||||||
101.LAB†
|
XBRL Taxonomy Extension Label Linkbase Document
|
S-1
|
5/16/13
|
101.LAB
|
|
|||||||||
101.PRE†
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
S-1
|
5/16/13
|
101.PRE
|
|
AEOLUS PHARMACEUTICALS, INC.
|
||
|
||
By:
|
/s/ John McManus
|
|
John McManus
President and Chief Executive Officer
|
Signature
|
Title
|
Date
|
||
/s/ John L. McManus
|
|
President and Chief Executive Officer
(principal executive officer)
|
|
May 31, 2013
|
John L. McManus
|
||||
/s/Russell Skibsted
|
Chief Financial Officer |
May 31, 2013
|
||
Russell Skibsted
|
(principal financial and accounting officer) |
|
||
* | ||||
David C. Cavalier
|
Director (Chairman)
|
May 31, 2013
|
||
*
|
||||
John M. Farah, Jr., Ph.D.
|
Director
|
May 31, 2013
|
||
*
|
||||
John M. Clerici
|
Director
|
May 31, 2013
|
||
*
|
||||
Amit Kumar, Ph.D.
|
Director
|
May 31, 2013
|
||
Mitchell D. Kaye, J.D.
|
Director
|
|
||
*
|
||||
Chris A. Rallis
|
Director
|
May 31, 2013
|
||
*
|
||||
Jeffrey A. Scott, M.D.
|
Director
|
May 31, 2013
|
* By: |
/s/Russell Skibsted
|
|
Russell Skibsted, Attorney-In-Fact
|