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AEN > SEC Filings for AEN > Form 8-K/A on 24-Sep-2009All Recent SEC Filings

Show all filings for ADEONA PHARMACEUTICALS, INC. | Request a Trial to NEW EDGAR Online Pro

Form 8-K/A for ADEONA PHARMACEUTICALS, INC.


24-Sep-2009

Completion of Acquisition or Disposition of Assets, Financial Stat


Item 2.01. Completion of Acquisition or Disposition of Assets

On July 16, 2009, Adeona Pharmaceuticals, Inc. ("the Registrant") filed a Current Report on Form 8-K (the "Original Current Repot") reporting that, on July 9, 2009, the Registrant completed the acquisition of all of the outstanding membership interests in Hart Lab, LLC, an Illinois limited liability company and CLIA-certified clinical laboratory pursuant to a limited liability company purchase agreement dated May 30, 2009, as amended. In the Original Current Report, the Registrant indicated that it would file the financial statements and pro forma financial information required pursuant to Item 9.01(a) and (b) of Form 8-K by amendment to the Original Current Report. This Amendment No. 1 to the Original Current Report contains the required financial statements and pro forma financial information which was not available at the time the Original Current Report was filed.



Item 9.01. Financial Statements and Exhibits

(a) Financial Statements of Businesses Acquired

(i) Audited balance sheets of Hart Lab, LLC as of December 31, 2008 and 2007, and the related statements of operations, statement of changes in member's equity (deficit), and statements of cash flows of Hart Lab, LLC for the years then ended, and the notes related thereto, including the Report of Independent Registered Public Accounting Firm, issued by Berman & Company, P.A., dated September 21, 2009. (Said audited financial statements of Hart Lab, LLC are attached as Exhibit 99.3 to this Form 8-K/A and are incorporated herein by reference.)

(ii) Unaudited balance sheet of Hart Lab, LLC, as of June 30, 2009 and the related unaudited statements of operations and cash flows of Hart Lab, LLC, for the six months ended June 30, 2009 and 2008, and the notes related thereto. (Said unaudited financial statements of Hart Lab, LLC are attached as Exhibit 99.4 to this Form 8-K/A and are incorporated herein by reference.)

(b) Pro Forma Financial Information

The unaudited pro forma condensed combined balance sheets of the Registrant and Hart Lab, LLC as of June 30, 2009 and December 31, 2008. The unaudited pro forma combined statements of operations for the six months ended June 30, 2009 and for the year ended December 31, 2008 that give effect to the Registrant's acquisition of Hart Lab, LLC, are attached as Exhibit 99.5 to this Form 8-K/A and are incorporated herein by reference.

(d) Exhibits

The following exhibits are being filed as part of this Report.


  Exhibit
  Number                          Description

   99.3       Audited balance sheets of Hart Lab, LLC as of
              December 31, 2008 and 2007, and the related
              statements of operations, changes in member's equity
              (deficit) and cash flows of Hart Lab, LLC for the
              years then ended, and the notes related thereto,
              including the Report of Independent Registered
              Public Accounting Firm, issued by Berman & Company,
              P.A., dated September 21, 2009.

   99.4       Unaudited balance sheet of Hart Lab, LLC as of June
              30, 2009 and the related unaudited statements of
              operations and cash flows for the six months ended
              June 30, 2009 and 2008 of Hart Lab, LLC, and the
              notes related thereto.

   99.5       Unaudited pro forma condensed combined balance
              sheets of the Registrant and Hart Lab, LLC as of
              June 30, 2009 and December 31, 2008, and the related
              unaudited pro forma condensed combined statements of
              operations for the six months ended June 30, 2009
              and for the year ended December 31, 2008 that give
              effect to the Registrant's acquisition of Hart Lab,
              LLC.


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