Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) On February 2, 2009, in connection with the restructuring activities described below in Item 8.01 of this Current Report, the base salaries for all of the Company's named executive officers for 2009 were frozen, such that the base salaries for the named executive officers will remain at the current 2008 levels during 2009. In addition, all cash bonuses related to 2008 performance that might otherwise be granted to the Company's employees, including the Company's named executive officers were suspended. The Board of Directors of the Company had approved and authorized the Company's management to implement these actions on December 4, 2008 and January 23, 2009, respectively.

Item 8.01. Other Information.

On February 2, 2009, Hollis-Eden Pharmaceuticals, Inc. (the "Company") issued a press release announcing that the Company had initiated a restructuring of its operations in order to preserve capital and focus the Company's efforts on its on-going clinical development programs. A copy of the Company's press release is attached hereto as Exhibit 99.1 to this report and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press release dated February 2, 2009.

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