ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENTS OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

On June 1, 2009, Hollis-Eden Pharmaceuticals, Inc. (the "Company") entered into a 12-month employment agreement with Robert Marsella, Senior Vice President of Business Development and Marketing. The agreement reduces his salary by 50% to a total of $124,000 for the 12-month term of the agreement. In addition, if the Company terminates Mr. Marsella without Cause (as defined in the employment agreement), upon his execution of a release of any and all claims, he will receive a severance payment equal to the amount of salary he would have received between the early termination date and the end of the 12-month term of the agreement. The agreement also extends the time to exercise vested stock options from 90 days after termination until May 31, 2012.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

99.1 Employment Agreement dated as of June 1, 2009 by and between the Registrant and Robert L. Marsella

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