Effective October 19, 2009, Hollis-Eden Pharmaceuticals, Inc., a Delaware corporation (the "Company"), executed an Amended and Restated Rights Agreement (the "Rights Agreement") between the Company and American Stock Transfer and Trust Company, LLC, as Rights Agent, amending and restating the Rights Agreement dated as of November 15, 1999 (the "Original Rights Agreement"). The purposes of this amendment of the Original Agreement include, among other things: to extend the expiration date of the preferred share purchase rights (the "Rights") issued pursuant to the Rights Agreement from November 14, 2009 to November 14, 2019; to change how many new shares of common stock of the Company (the "Common Shares") the Rights holders can purchase at a price of $100 per Right (the "Purchase Price") after the 15% threshold is crossed from two times the number of Common Shares that the Purchase Price is worth to five times the number of Common Shares that the Purchase Price is worth; to decrease the redemption price for Company-initiated redemption of the Rights from $0.01 to $0.0001.

The disclosures in Item 1.01 of this Current Report on Form 8-K are incorporated herein by reference. The rights of holders of the outstanding Rights issued under the Original Agreement were modified pursuant to the Rights Agreement.

(d) Exhibits.

Exhibit
Number       Description

4.1          Amended and Restated Rights Agreement entered into on October 19, 2009
             between Hollis-Eden Pharmaceuticals, Inc. and American Stock Transfer
             and Trust Company, LLC, which includes as Exhibit A thereto a form of
             Amended and Restated Certificate of Designation, as Exhibit B thereto
             a revised Form of Right Certificate and as Exhibit C thereto a revised
             Summary of Rights to Purchase Preferred Shares.

4.2          Amended and Restated Certificate of Designation of Series B Junior
             Participating Preferred Stock, as filed with the Delaware Secretary of
             State on October 20, 2009.