UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~January~~March 216, 2009

ARBIOS SYSTEMS, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

000-32603 (Commission File Number)	91-1955323 (I.R.S. Employer Identification No.)

200 E. Del Mar Boulevard, #320 Pasadena. California (Address of Principal Executive Offices)	91105 (Zip Code)

(626) 356-3105

(Registrant’s Telephone Number, Including Area Code)

______________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions (See General Instruction A.2 below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.0201 ~~TERMINATION~~ENTRY OFINTO A MATERIAL DEFINITIVE AGREEMENT

On ~~January~~ 2March 9, 2009, (the “Effective Date") Arbios Systems, Inc. (the “Company”) ~~received~~entered into a ~~notice~~Term ~~of default~~Sheet ~~and termination of license agreement~~ (the “~~Notice~~Term Sheet”) ~~from~~with ~~Immunocept~~Arbios Acquisitions Partners, LLC (“~~Immunocept~~AAP”)~~. Pursuant~~, toa ~~the~~limited ~~foregoing~~liability ~~notice,~~company ~~Immunocept~~formed ~~notified~~ for the ~~Company~~purpose itof ~~was~~effecting inthe transaction ~~breach~~contemplated ofby ~~that~~the ~~certain~~Term ~~License~~Sheet. On ~~Agreement, dated~~ March 2916, ~~2007~~ (2009, the initial ~~“License Agreement”)~~$100,000 ~~between~~deposit ~~Immunocept~~was ~~and~~received. ~~the~~Since ~~Company~~January 9, ~~and~~2009, ~~that~~ the ~~License~~ ~~Agreement~~Company ~~would~~has been bein ~~terminated~~a ~~either~~proceeding ~~(i)~~under ~~ten~~Chapter ~~days~~11 ~~from the date~~ of the ~~notice~~ ~~or,~~United ifStates ~~the~~Bankruptcy ~~certain~~Code of in the ~~defaults~~United ~~are~~States ~~cured,~~Bankruptcy ~~(ii)~~Court ~~effective~~for ~~45 days from~~ the ~~date~~District of Delaware (the ~~notice~~“Bankruptcy Court”). ~~The~~Pursuant ~~material~~to ~~breaches of~~ the ~~License Agreement~~Term ~~cited~~Sheet, by the ~~Notice include the~~ Company’s ~~failure~~agreed to ~~pay~~enter ~~$100,000 on~~into ora ~~before~~transaction ~~January~~pursuant 1,to ~~2009,~~a ~~and~~plan of reorganization (the ~~Company’s~~“Plan”) ~~failure~~that is subject to ~~comply~~the ~~with~~approval ~~Sections 2.3, 5.1(b)~~of ~~and~~the ~~5.1~~Bankruptcy ~~(d)~~Court ~~(ii). These~~and ~~sections~~all of the ~~License~~ ~~Agreement~~Company’s ~~require~~ relevant classes, whereby the Company will to (1i) ~~perform~~cancel all ~~certain~~of ~~product~~its ~~development and~~currently ~~clinical~~existing ~~research~~equity ~~relating~~(including, tobut ~~sepsis~~not ~~applications~~limited ofto, ~~hemofiltration~~any ~~products~~and all ~~with~~outstanding acommon ~~total~~and ~~budget~~preferred ~~not~~shares toof ~~exceed~~stock, ~~$100~~warrants,~~000,~~ ~~(2)~~and ~~begin a clinical study~~options), ~~recruit~~and at(ii) ~~least~~issue 4new ~~sites~~shares ~~for~~of ~~such~~its ~~study,~~common ~~and~~stock ~~have~~to ~~contracts~~AAP ~~under~~representing ~~negotiation within~~ 90 ~~days~~% ~~after~~of ~~receiving~~the ~~FDA~~newly issued ~~permission~~shares toof ~~start~~ the ~~pivotal~~Company ~~trial~~in ofexchange ~~SEPET~~ for ~~liver~~ ~~failure~~a $1,000,000 ~~and~~cash payment. ~~(3)~~The ~~obtain~~existing atshareholders ~~least $10 million~~ of ~~aggregate funding~~the byCompany ~~January~~would 1,receive ~~2009. The~~the remaining ~~Company~~10% ~~only~~of ~~obtained~~the ~~$4.45~~newly ~~million by~~issued ~~January~~shares 1,of ~~2009~~the Company.

~~Pursuant~~The $1,000,000 cash purchase price to be paid by AAP for 90% of the ~~License~~Company’s ~~Agreement,~~shares of incommon ~~March~~stock ~~2007~~is required to be paid as follows: 1) $100,000 ~~the~~was paid to the Company ~~in-licensed~~concurrently awith ~~family~~the execution and delivery of the Term Sheet (the ~~issued~~“Initial ~~U.S.~~Deposit”), 2) ~~patents~~$100,000 ~~and~~is ~~various~~due ~~U.S.~~upon ~~and~~the ~~foreign~~later ~~patent~~of ~~applications~~(i) ~~from~~April 8, ~~Immunocept;~~2009 ~~including~~or ~~five~~(ii) ~~issued~~the ~~U.S.~~filing ~~patents,~~of ~~four~~the ~~pending~~Plan ~~U.S.~~and ~~patents~~the disclosure statement (the “Subsequent Deposit”), and ~~two~~ ~~pending~~3) ~~European~~$800,000 ~~patents. The~~(the ~~Company~~“Remaining ~~owes~~Funds”) ~~Immunocept~~is ~~royalties on~~due ~~net~~within ~~sales~~10 days offollowing ~~products~~the ~~which~~confirmation ~~are~~of ~~covered~~the byPlan (the ~~License Agreement~~“Funding Date”).

~~ITEM~~If AAP 1has not provided the Remaining Funds by the Funding Date, the Company will retain both the Initial Deposit and the Subsequent Deposit, and can then either adjourn the Funding Date, withdraw the Plan, terminate the Plan, and/or enter into an alternative transaction or proceeding.03 ~~BANKRUPTCY~~If ORthe ~~RECEIVERSHIP~~Plan has not been confirmed by June 15, 2009, AAP will be entitled to a return of (i) the Initial Deposit, and (ii) the Subsequent Deposit minus costs and expenses, (including, without limitation, administrative expenses) incurred by the Company in pursuing the Plan.

OnAAP will ~~January~~be 9,entitled ~~2009,~~to ~~the~~a ~~Company~~break ~~filed~~up afee ~~voluntary~~of ~~petition~~3% ~~for~~of ~~relief~~the (funds deposited by AAP if the Company ~~“Bankruptcy~~elects ~~Filing”)~~to ~~under~~enter ~~Chapter~~into 11an ofalternative ~~the~~transaction, ~~United~~including, ~~States~~but ~~Bankruptcy~~not ~~Code~~limited into, ~~the~~signing ~~United~~a ~~States~~letter ~~Bankruptcy~~of ~~Court~~intent or term sheet with a third party, for ~~the~~some ~~District~~or all of its ~~Delaware~~assets prior to confirmation of the Plan (the “~~Bankruptcy Court~~Company Withdrawal Option”)., provided Athat ~~copy~~the ofDebtor ~~the~~Withdrawal ~~press~~Option ~~release~~is ~~announcing~~not ~~the~~caused ~~filing~~by isAAP’s ~~attached~~inability asto ~~Exhibit~~provide 99funding by the Funding Date.1 In addition, if the Company exercises the Debtor Withdrawal Option, AAP would also be entitled to ~~this~~a ~~report~~return of ~~and~~the ~~incorporated~~funded byportion ~~reference~~of ~~herein~~the deposit.

The Company’s ~~Chapter~~intends 11to ~~case~~continue isto ~~administered~~comply bywith all of its regulatory filings with the ~~Bankruptcy~~Securities ~~Court~~and asExchange ~~Case~~Commission ~~No.~~and expects that its shares of common ~~09-10082~~stock will continue to be listed on the OTC Bulletin Board. InAccordingly, after the ~~bankruptcy~~completion ~~proceedings~~of the transaction contemplated by the Term Sheet, the Company ~~intends~~is expected to emerge from ~~continue~~bankruptcy toas ~~seek~~a ~~bids~~publicly ~~for~~traded company that has no liabilities (other than ordinary operating expenses), has a new capital structure (AAP will own 90% of the ~~sale~~common stock, the public stockholders will own a pro rata share of ~~its~~the ~~technology~~10%, and all options and ~~other~~warrants ~~assets~~will inbe acancelled), and has some operating capital ~~formal~~(the ~~bid~~amount ~~solicitation~~of ~~process~~the ~~while~~$1,000,000 ~~working~~purchase ~~with~~price ~~its~~that ~~creditors~~is not used to settle existing liabilities and pay for administrative expenses). The Term Sheet provides that the confirmation of the Plan should occur on or before May 15, 2009.

A copy of the Term Sheet is attached hereto as Exhibit 10.1.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

Exhibit No.		Exhibit
99.1		Press Release dated January 9, 2009
10.1		Term Sheet for Purchase of Newly Issued Shares of Common Stock of Arbios Systems, Inc., dated March 9, 2009, between Arbios Systems, Inc, and Arbios Acquisition Partners, LLC
99.1		Press Release dated March 16, 2009

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

	ARBIOS SYSTEMS, INC.
Date: January 9, 2009	By:	/s/ SHAWN P. CAIN
Date: March 16, 2009	By:	/s/ SHAWN P. CAIN
		Shawn P. Cain, Interim President and Chief Executive Officer
		Walt Shawn P. Cain, Interim President and Chief Executive Officer

EXHIBIT INDEX

Exhibit No.		Exhibit
99.1		Press Release dated January 9, 2009
10.1		Term Sheet for Purchase of Newly Issued Shares of Common Stock of Arbios Systems, Inc., dated March 9, 2009, between Arbios Systems, Inc, and Arbios Acquisition Partners, LLC
99.1		Press Release dated March 16, 2009

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