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

~~Securities~~Date ~~Exchange~~of ~~Act~~Report (Date of ~~1934~~earliest event reported): January 20, 2010

~~Date of Report (Date of earliest event reported): August 20~~Omnimmune Holdings, ~~2009~~Inc.

~~OMNIMMUNE HOLDINGS, INC.~~ (Exact name ~~Name~~ of ~~Registrant~~registrant as ~~Specified~~specified in ~~Its~~its ~~Charter~~charter)

Delaware	333-145507	~~333~~26-~~145507~~3128407	~~26-3128407~~
(State or Other Jurisdiction of Incorporation)		(Commission File Number)	(IRS Employer Identification No.)
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

4600 Post Oak Place, Suite 352, Houston, Texas 77027 (Address of Principal Executive Offices) (Zip Code)

4600 Post Oak Place, Suite 352, Houston, Texas	77027
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (713) 622-8400

N/A (~~Registrant’s~~Former ~~Telephone~~name ~~Number,~~or ~~Including~~former ~~Area~~address ~~Code~~if changed since last report.)

(Former Name or Former Address, if Changed Since Last Report)

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:

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

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

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

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

Item 8 1.01~~. Other~~ ~~Events~~Entry into a Material Definitive Agreement.

On January ~~April 18~~20, ~~2008,~~2010 ~~Omnimmune Corp.~~ (the “~~Company~~Closing Date”), Omnimmune aHoldings, ~~wholly~~Inc. ~~owned subsidiary of Registrant~~(hereinafter, ~~entered~~referred ~~into~~to anas ~~exclusive~~“we” ~~license~~or ~~agreement with The Ohio State University (~~“~~OSU~~us”), ~~covering,~~entered ~~among~~into a ~~other~~Term ~~things,~~Sheet ~~certain~~for ~~technology~~Debt Financing and ~~patent~~Agreed ~~rights~~Upon ~~relating~~Restructuring towith ~~a Her-2 vaccine (the “Vaccine”) under development~~Margie atChassman ~~OSU~~ (the “~~License~~Term ~~Agreement~~Sheet”)~~. By letter dated August 17~~, ~~2009,~~ and in ~~received~~connection bytherewith, ~~the~~entered ~~Company~~into: on(i) ~~August~~subscription ~~20,~~agreements ~~2009~~ (the “~~Notice~~Subscription Agreements”), ~~OSU~~described ~~sent~~below ~~formal~~in ~~notice~~Item 3.02 to ~~the~~sell ~~Company~~up to $500,000 of unsecured ~~its~~convertible ~~alleged~~promissory ~~material~~notes ~~breach~~to ofaccredited ~~the~~investor ~~License~~entities ~~Agreement~~and individuals ~~related~~(individually, toa ~~non-payment~~“Purchaser,” ofand collectively, ~~certain~~the ~~license~~“Purchasers”), ~~fees~~and (ii) ~~totaling~~a ~~$140,000,~~Lock-Up ~~together~~Agreement (the Lock-Up Agreement”) with ~~late~~Margie ~~charges~~Chassman of(“Chassman”) ~~$13,575~~.

In ~~The~~connection ~~Company~~with ~~acknowledges~~the ~~that~~agreed ~~certain~~upon ~~license~~restructuring, ~~fees~~our ~~called~~Board of Directors approved anti-dilution protection for ~~under~~our management and angel investors. Pursuant to the ~~License~~terms ~~Agreement~~of ~~were~~the ~~not~~anti-dilution ~~paid~~protection, management aswill ~~scheduled~~maintain intheir ~~the~~collective ~~License~~ownership ~~Agreement~~or control of 47. ~~However,~~51% ~~the~~of the Company ~~believes~~on ~~that~~a itfully ~~(i)~~diluted ~~has~~basis ~~meritorious~~(after ~~defenses~~giving ~~and~~effect ~~counterclaims~~ to ~~OSU’s~~all ~~claim~~shares of ~~breach~~common and ~~under~~preferred ~~the~~stock, ~~License~~options ~~Agreement,~~and warrants and ~~(ii~~convertible debt securities), ~~has~~with such ~~separate~~protection ~~claims~~to ~~both~~remain ~~against OSU~~in ~~and~~place anthrough ~~OSU~~the ~~employee~~next ~~relating~~$3.5 tomillion ~~conduct~~in Net Funding (as defined in ~~inducing~~the Term Sheet) for the Company. Certain ~~into~~angel investors ~~entering~~may ~~into~~also ~~the~~receive ~~OSU~~anti-dilution ~~License~~protection ~~Agreement~~allowing ~~without~~them ~~full~~to ~~disclosure~~retain, collectively, 1.93% of ~~certain~~the ~~facts~~total asownership ~~well~~interest asin ~~conduct~~the ~~occurring~~Company ~~during~~through the completion ~~pendency~~ of the ~~License~~$500,000 ~~Agreement~~financing ~~and~~contemplated ~~intends~~by tothe ~~pursue~~Term Sheet. The ~~these~~anti-dilution ~~claims~~protection ~~and~~may ~~causes~~be effectuated through the issuance of ~~action~~shares ~~should~~of ~~the~~common ~~issues~~stock, ~~raised~~adjustable inpreferred ~~the~~stock, ~~Notice~~options ~~not~~or beany other ~~resolved~~securities ~~consensually~~as determined by management and the Board of Directors.

~~The~~Under ~~License~~the terms ~~Agreement~~of ~~provides that if~~ the ~~Company fails to make any required payment when due~~restructuring, ~~OSU has~~ the ~~right~~conversion toprice ~~terminate~~of the ~~License~~various ~~Agreement~~notes onheld 30by Chassman ~~days’~~of ~~written~~approximately ~~notice~~$800,000 ~~which~~shall ~~has~~be ~~been~~fixed ~~provided~~at to$0.01 ~~the Company in the form of the Notice~~per share. ~~Under~~In ~~Section~~addition, ~~11.2~~as part of the ~~License~~Lock-Up Agreement, ~~any payments which, in fact, are due~~ and ~~owing~~subject ~~as of~~ to the ~~date~~limited ofquarterly ~~the~~“leakage ~~Notice~~amounts” ~~must~~described ~~be paid~~ in ~~full within 30 days of~~ the ~~receipt~~Lock-Up ~~of the Notice, failing which the License~~ Agreement ~~would terminate automatically. However~~, Chassman ~~Section~~has ~~11.5~~agreed ofto ~~the~~restrict ~~License~~her ~~Agreement~~ability ~~provides~~to ~~that~~transfer ifor ~~the~~sell ~~Company,~~any ~~as licensee~~convertible notes, ~~disputes~~shares anunderlying ~~alleged~~such ~~default or breach~~notes, ~~the~~and 30other ~~day~~shares ~~cure period shall be tolled pending the resolution~~ of ~~the~~stock, ~~dispute. Such~~warrants ~~tolling is conditioned upon the posting of a bond~~ and ~~payment of all attorney fees and costs~~ ~~should~~other ~~OSU~~securities ~~prevail. Once the dispute is resolved, either~~ for ora ~~against the Company, the Company shall then have the remainder of the cure~~ period ~~to pay such amounts found to be due to avoid automatic termination~~ of ~~the~~two ~~License Agreement~~years.

As part ~~The~~of ~~Company~~the ~~disputes~~restructuring, ~~OSU’s~~upon ~~characterization~~full infunding ~~the~~of ~~Notice~~$500,000, ~~that~~and subject to the Company’s having ~~non-payment~~sufficient ofwherewithal ~~scheduled~~to ~~fees~~cover the costs and ~~interest~~expenses ~~constitutes~~related athereto, including ~~breach~~legal ofcosts, the ~~License~~Company ~~Agreement~~is ~~and~~required ~~intends~~ to ~~contest~~use ~~any~~its ~~effort~~best byefforts ~~OSU~~ to prepare ~~hold~~and ~~the~~file ~~Company~~a inproxy ~~breach~~statement orwith tothe ~~terminate~~SEC (the ~~License~~“Proxy”) ~~Agreement. Also,~~to obtain stockholder approval for (i) an increase in the ~~event~~authorized ~~that~~common ~~OSU~~stock ~~were~~of the Company to ~~prevail~~500 million inshares; ~~its~~(ii) obtaining ~~position~~authority ~~that~~to ~~the~~cause ~~Company~~a ~~breached~~reverse stock split for the ~~License~~Company’s ~~Agreement,~~common stock in the ~~Company~~range ~~believes~~of ~~that,~~one ~~based~~share onfor aneach ~~amendment~~five to fifty shares outstanding; and (iii) amending the ~~License~~Company’s ~~Agreement~~certificate ~~agreed~~of incorporation to ~~with~~include ~~OSU,~~a ~~the~~blank ~~amount~~check ~~that~~preferred ~~would~~stock ~~then~~authorization. bePending ~~due~~an increase asin ofauthorized ~~June~~common 30shares, ~~2009,~~any ~~would~~conversion and exercise rights shall be ~~$90,000~~limited ~~rather~~based ~~than~~on the ~~$140~~current total of 50,000,000 ~~asserted~~authorized byshares ~~OSU~~in the aggregate.

~~The Company cannot predict the likelihood of prevailing in its dispute with OSU~~Item 2. ~~However,~~03 ifCreation ~~it is ultimately determined that the Company’s defenses and counterclaims lack merit and the dispute is resolved in favor~~ of ~~OSU, or if~~ a ~~bond~~Direct isFinancing ~~required~~Obligation ~~that the Company is not willing~~ or ~~able to make, there is a significant risk that the License Agreement will be terminated. If OSU were to prevail, the Company would also face~~ an ~~award~~Obligation ~~or judgment for all past due payments~~ under ~~the~~an Off-Balance ~~License~~Sheet ~~Agreement,~~Arrangement ~~plus~~of ~~interest,~~a ~~legal fees and court costs~~Registrant.

On ~~The~~January ~~technology~~20, ~~that~~2010, iswe ~~the~~entered ~~subject~~into ofagreements ~~the~~that ~~License~~created ~~Agreement~~material ~~relates exclusively to the Vaccine and has no~~ direct financial ~~or indirect inter-relatedness or connection to the Company’s diagnostic and prognostic technologies that are under license from academic institutions other than OSU~~obligations. ~~Any~~ ~~termination~~The ofagreements the License Agreement, whether through a consensual understanding with OSU or through an adverse result following litigation, will have no effect on the Company’s portfolio of diagnostic technologies, which are ~~expected~~more tofully bedescribed ~~the~~in ~~Company’s~~Item ~~primary focus going forward~~3.02 below.

Item 3.02 Unregistered Sale of Securities.

On January 20, 2010, we entered into Subscription Agreements with certain Purchasers for a total aggregate investment in the Company of $200,000 out of a maximum of up to $500,000 to be raised on or before March 31, 2010, as such date may be extended. Pursuant to the Subscription Agreements, we executed and agreed to deliver to the Purchasers unsecured convertible promissory notes with a fixed conversion price of $0.01 per share, subject to customary adjustments (each, a “Note” and collectively, referred to as the “Notes”).

The Notes mature 5 years after the date of issuance (the “Maturity Date”) and bear interest at ten percent (10%) per annum, payable at the request of the Holder. For the term of the Note, it is convertible into shares of our common stock, par value $0.0001 (the “Common Stock”) at a fixed conversion price (subject to adjustment from time to time upon the occurrence of certain events) of $0.01 per share (the “Fixed Conversion Price”). Each Purchaser can only convert his Note to the extent that such conversion would not cause such Purchaser to own more than 4.99% of the outstanding shares of our Common Stock.

Additionally, the Notes cannot be converted until such time as we amend our articles of incorporation to increase the number of shares we have authorized to permit the conversion of these Notes into shares of our Common Stock. As described above in Item 1.01 above, and subject to completion of the full $500,000 raise contemplated by the Term Sheet, we have agreed to use our best efforts to prepare and file with the SEC the Proxy.

The foregoing summaries of the terms of the Subscription Agreement, the Notes, the Term Sheet and the Lock-Up Agreement are subject to, and qualified in their entirety by, such documents attached hereto as Exhibits 10.1,10.2, 10.3 and 10.4, respectively, which are incorporated herein by reference.

The sale of the Notes were issued in reliance upon the exemption from securities registration afforded by Rule 506 of Regulation D as promulgated by the United States Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”) or Section 4(2) of the Securities Act.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit Number	Description

10.1	Form of Subscription Agreement, dated as of January 20, 2010, by and among the Company and the subscribers thereto

10.2	Form of Convertible Note

10.3	Term Sheet for Debt Financing and Agreed Upon Restructuring with Margie Chassman effective as of January 20, 2010

10.4	Lock-Up Agreement with Margie Chassman effective as of January 20, 2010

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.

	OMNIMMUNE HOLDINGS, INC.
Date: August 24, 2009	By:	/s/ Harris A. Lichtenstein
Date: January 26, 2010	By:	/s/ Harris A. Lichtenstein
		Harris A. Lichtenstein, Ph.D.
		President and Chief Executive Officer

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