HRBR / Harbor Diversified, Inc. - SEC-arkiveringar, Årsredovisning, Fullmaktsutlåtande

Harbor Diversified, Inc.
US ˙ OTCPK ˙ US41150R1023

Grundläggande statistik
CIK 899394
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Harbor Diversified, Inc.
SEC Filings (Chronological Order)
Denna sida innehåller en komplett, kronologisk lista över SEC-arkiveringar, exklusive ägande-arkiveringar som vi tillhandahåller på andra ställen.
September 3, 2025 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one):  ☐ Form 10-K  ☐ Form 20-F  ☐ Form 11-K  ☒ Form 10-Q ☐ Form 10-D  ☐ Form N-CEN  ☐ Form N-CSR For Period Ended:  June 30, 2025

NT 10-Q OMB APPROVAL OMB Number: 3235-0058 Expires: September 30, 2025 Estimated average burden hours per response 2.

September 3, 2025 8-K

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): August 29, 2025 Commission File N

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): August 29, 2025 Commission File Number 001-34584 HARBOR DIVERSIFIED, INC. (Exact name of registrant as specified in its charter) Delaware 13-3697002 (State of incorporation) (I.R.S. E

May 16, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-34584

May 16, 2025 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one):  ☐ Form 10-K  ☐ Form 20-F  ☐ Form 11-K  ☒ Form 10-Q ☐ Form 10-D  ☐ Form N-CEN  ☐ Form N-CSR For Period Ended: March 31, 2025

NT 10-Q OMB APPROVAL OMB Number: 3235-0058 Expires: May 31, 2025 Estimated average burden hours per response 2.

April 11, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-34584 HARB

April 2, 2025 NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one):  ☒ Form 10-K  ☐ Form 20-F  ☐ Form 11-K  ☐ Form 10-Q ☐ Form 10-D  ☐ Form N-CEN  ☐ Form N-CSR For Period Ended: December 31, 20

NT 10-K OMB APPROVAL OMB Number: 3235-0058 Expires: April 30, 2025 Estimated average burden hours per response 2.

March 28, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-34584 HAR

January 10, 2025 8-K

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 3, 2025 Commission File N

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 3, 2025 Commission File Number 001-34584 HARBOR DIVERSIFIED, INC. (Exact name of registrant as specified in its charter) Delaware 13-3697002 (State of incorporation) (I.R.S. E

January 10, 2025 EX-99.1

Air Wisconsin Announces Strategic Shift Toward Essential Air Service and Charter Operations

Exhibit 99.1 FOR IMMEDIATE RELEASE Air Wisconsin Announces Strategic Shift Toward Essential Air Service and Charter Operations Appleton, WI, January 10, 2025 — Air Wisconsin Airlines LLC (“Air Wisconsin”), a regional air carrier and an indirect wholly owned subsidiary of Harbor Diversified, Inc. (OTCMKTS: HRBR) (the “Company”), today announced a strategic realignment to focus on Essential Air Serv

December 5, 2024 8-K

Current Report

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): November 27, 2024 Commission File Number 001-34584 HARBOR DIVERSIFIED, INC. (Exact name of registrant as specified in its charter) Delaware 13-3697002 (State of incorporation) (I.R.S.

December 5, 2024 EX-10.1

Amendment No. 4 to Capacity Purchase Agreement, dated November 27, 2024, between Air Wisconsin Airlines LLC and American Airlines, Inc.

Exhibit 10.1 Certain confidential information contained in this document, marked by [***], has been omitted because it is not material and would be competitively harmful if publicly disclosed. AMENDMENT NO. 4 TO CAPACITY PURCHASE AGREEMENT This Amendment No. 4 to Capacity Purchase Agreement (this “Amendment”) is dated and effective as of November 26, 2024 (the “Amendment No. 4 Effective Date”) by

November 15, 2024 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one):  ☐ Form 10-K  ☐ Form 20-F  ☐ Form 11-K  ☒ Form 10-Q ☐ Form 10-D  ☐ Form N-CEN  ☐ Form N-CSR For Period Ended: September 30, 2

OMB APPROVAL OMB Number: 3235-0058 Expires: April 30, 2025 Estimated average burden hours per response 2.

October 25, 2024 8-K

Submission of Matters to a Vote of Security Holders

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): October 21, 2024 Commission File Number 001-34584 HARBOR DIVERSIFIED, INC. (Exact name of registrant as specified in its charter) Delaware 13-3697002 (State of incorporation) (I.R.S.

October 24, 2024 EX-19.1

rading Restriction

TRADING RESTRICTION POLICY Policy The Board of Directors (the "Board") of Harbor Diversified, Inc.

October 24, 2024 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number 001-3

October 24, 2024 EX-10.10 2

, 2023, between American Airlines Inc. and Air Wiscon

Exhibit 10.10.2 Certain confidential information contained in this document, marked by [***], has been omitted because it is not material and would be competitively harmful if publicly disclosed. AMENDMENT NO. 3 TO CAPACITY PURCHASE AGREEMENT This Amendment No. 3 to Capacity Purchase Agreement (this “Amendment”) is dated and effective as of November 10, 2023 (the “Amendment No. 3 Effective Date”)

August 14, 2024 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one):  ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2024 ☐ Tran

OMB APPROVAL OMB Number: 3235-0058 Expires: April 30, 2025 Estimated average burden hours per response 2.

May 16, 2024 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one):  ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2024 ☐ Tra

OMB APPROVAL OMB Number: 3235-0058 Expires: April 30, 2025 Estimated average burden hours per response 2.

April 2, 2024 NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one):  ☒ Form 10-K  ☐ Form 20-F  ☐ Form 11-K  ☐ Form 10-Q ☐ Form 10-D  ☐ Form N-CEN  ☐ Form N-CSR For Period Ended: December 31, 20

OMB APPROVAL OMB Number: 3235-0058 Expires: April 30, 2025   Estimated average burden hours per response 2.

March 29, 2024 8-K

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

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): March 29, 2024 Commission File Number 001-34584 HARBOR DIVERSIFIED, INC. (Exact name of registrant as specified in its charter) Delaware 13-3697002 (State of incorporation) (I.R.S. Em

December 28, 2023 8-K

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): December 28, 2023 Commission File

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): December 28, 2023 Commission File Number 001-34584 HARBOR DIVERSIFIED, INC. (Exact name of registrant as specified in its charter) Delaware 13-3697002 (State of incorporation) (I.R.S.

November 14, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-34584

September 25, 2023 8-K

Current Report

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): September 22, 2023 Commission File Number 001-34584 HARBOR DIVERSIFIED, INC. (Exact name of registrant as specified in its charter) Delaware 13-3697002 (State of incorporation) (I.R.S

August 14, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT T

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number 001-34584 HA

May 15, 2023 EX-10.2

Amendment No. 1 to Capacity Purchase Agreement, dated February 23, 2023, between American Airlines, Inc. and Air Wisconsin Airlines LLC.

Exhibit 10.2 Execution Version Certain confidential information contained in this document, marked by [***], has been omitted because it is not material and would be competitively harmful if publicly disclosed. AMENDMENT NO. 1 TO CAPACITY PURCHASE AGREEMENT This Amendment No. 1 to Capacity Purchase Agreement (this “Amendment”) is dated as of February 23, 2023 and made effective as of March 1, 2023

May 15, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number 001-34584 H

April 3, 2023 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number 001-34584 HARBOR DIVERSIFIED, INC.

April 3, 2023 EX-10.4(5)

Sixth Amendment to Capacity Purchase Agreement, dated February 10, 2023, between United Airlines, Inc. and Air Wisconsin Airlines LLC.

EX-10.4.5 Exhibit 10.4.5 Execution Version Certain confidential information contained in this document, marked by [***], has been omitted because it is not material and would be competitively harmful if publicly disclosed. SIXTH AMENDMENT TO CAPACITY PURCHASE AGREEMENT This Sixth Amendment to Capacity Purchase Agreement (this “Amendment”) is made, entered into and effective as of February 10, 2023

March 1, 2023 8-K

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): February 23, 2023 Commission File

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): February 23, 2023 Commission File Number 001-34584 HARBOR DIVERSIFIED, INC. (Exact name of registrant as specified in its charter) Delaware 13-3697002 (State of incorporation) (I.R.S.

February 15, 2023 8-K

Entry into a Material Definitive Agreement

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): February 10, 2023 Commission File Number 001-34584 HARBOR DIVERSIFIED, INC. (Exact name of registrant as specified in its charter) Delaware 13-3697002 (State of incorporation) (I.R.S.

December 23, 2022 8-K

Termination of a Material Definitive Agreement

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): December 19, 2022 Commission File Number 001-34584 HARBOR DIVERSIFIED, INC. (Exact name of registrant as specified in its charter) Delaware 13-3697002 (State of incorporation) (I.R.S.

November 21, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSU

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number 001-345

November 21, 2022 EX-10.1

Capacity Purchase Agreement, dated August 19, 2022, between American Airlines, Inc. and Air Wisconsin Airlines LLC.

Exhibit 10.1 EXECUTION COPY CAPACITY PURCHASE AGREEMENT between AMERICAN AIRLINES, INC. AND AIR WISCONSIN AIRLINES LLC EFFECTIVE AS OF AUGUST 19, 2022 TABLE OF CONTENTS ARTICLE I. DEFINITIONS 1 ARTICLE II. CAPACITY PURCHASE, REVENUES AND OTHER SERVICES 1 2.01 Capacity Purchase 1 2.02 Flight Related Revenues 2 2.03 Non-Revenue Pass Travel 3 2.04 Ground Handling 3 ARTICLE III. USE OF COVERED AIRCRAF

November 15, 2022 NT 10-Q

SEC FILE NUMBER

NT 10-Q OMB APPROVAL OMB Number: 3235-0058 Expires: April 30, 2025 Estimated average burden hours per response 2.

August 29, 2022 8-K

Submission of Matters to a Vote of Security Holders

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): August 24, 2022 Commission File Number 001-34584 HARBOR DIVERSIFIED, INC. (Exact name of registrant as specified in its charter) Delaware 13-3697002 (State of incorporation) (I.R.S. E

August 22, 2022 8-K

Entry into a Material Definitive Agreement

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): August 19, 2022 Commission File Number 001-34584 HARBOR DIVERSIFIED, INC. (Exact name of registrant as specified in its charter) Delaware 13-3697002 (State of incorporation) (I.R.S. E

August 10, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ☐ TRANSITION REPORT PURSUANT T

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number 001-34584 HA

May 9, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ☐ TRANSITION REPORT PURSUANT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number 001-34584 H

March 30, 2022 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SE

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number 001-34584 HARBOR

March 30, 2022 EX-10.8.3

Payroll Support Program 3 Agreement, dated June 1, 2021, between Air Wisconsin Airlines LLC and the Department of the Treasury.

Exhibit 10.8.3 PAYROLL SUPPORT PROGRAM 3 AGREEMENT Recipient: Air Wisconsin Airlines LLC W6390 Challenger Drive, Suite 203 Appleton, WI 54914 PSP Participant Number: PSP3A-2104160288 Employer Identification Number: 39-1767281 DUNS Number: 807197819 Additional Recipients: N/A Amount of Initial Payroll Support Payment: $16664488.96 The Department of the Treasury (Treasury) hereby provides Payroll Su

March 30, 2022 EX-4.2

Specimen Stock Certificate for Common Stock of Harbor Diversified, Inc.

EX-4.2 2 d333180dex42.htm EX-4.2 Exhibit 4.2 DELAWARE SEAL 1992 CORPORATE HARBOR DIVERSIFIED, INC. CHIEF EXECUTIVE OFFICER AND SECRETARY AUTHORIZED SIGNATURE TRANSFER AGENT AND REGISTRAR (Brooklyn, NY) AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC BY COUNTERSIGNED AND REGISTERED: transferable on the books of the Corporation by the holder hereof in person or by duly authorized attorney upon surrende

November 12, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ☐ TRANSITION REPORT PURSU

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number 001-345

September 13, 2021 8-K

Submission of Matters to a Vote of Security Holders

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): September 8, 2021 Commission File Number 001-34584 HARBOR DIVERSIFIED, INC. (Exact name of registrant as specified in its charter) Delaware 13-3697002 (State of incorporation) (I.R.S.

August 13, 2021 10-Q

UNITED STATES

Table of Contents Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

May 17, 2021 EX-10.3

Second Amendment to Capacity Purchase Agreement, dated April 23, 2021, between United Airlines, Inc. and Air Wisconsin Airlines LLC.

EX-10.3 2 d320594dex103.htm EX-10.3 Exhibit 10.3 Certain confidential information contained in this document, marked by [***], has been omitted because it (i) is not material and would be competitively harmful if publicly disclosed, or (ii) contains personally identifiable information, omitted pursuant to Item 601(a)(6) under Regulation S-K. SECOND AMENDMENT TO CAPACITY PURCHASE AGREEMENT This Sec

May 17, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number 001-34584 H

April 1, 2021 EX-10.3.2

First Amendment to Employment Agreement, dated March 29, 2021, between Air Wisconsin Airlines LLC and Robert Binns.

EX-10.3.2 2 d159175dex1032.htm EX-10.3.2 Exhibit 10.3.2 FIRST AMENDMENT TO EMPLOYMENT AGREEMENT This FIRST AMENDMENT TO EMPLOYMENT AGREEMENT is made and entered into as of March 29, 2021, by and between Air Wisconsin Airlines LLC, a Delaware limited liability company (the “Company”), and Robert Binns (the “Executive” and, together with the Company, collectively, the “Parties”). RECITALS A. The Com

April 1, 2021 EX-10.8.2

Payroll Support Program Extension Agreement, dated March 22, 2021, between Air Wisconsin Airlines LLC and the Department of the Treasury.

EX-10.8.2 5 d159175dex1082.htm EX-10.8.2 Exhibit 10.8.2 PAYROLL SUPPORT PROGRAM EXTENSION AGREEMENT Recipient: Air Wisconsin Airlines LLC W6390 Challenger Drive, Suite 203 Appleton, WI 54914 PSP Participant Number: PSAP-2101090099 Employer Identification Number: 39-1767281 DUNS Number: 807197819 Additional Recipients: N/A Amount of Initial Payroll Support Payment: $15,536,464.00 The Department of

April 1, 2021 10-K

Annual Report - 10-K

10-K 1 d159175d10k.htm 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission

April 1, 2021 EX-10.4

Employment Agreement, dated January 1, 2021, between Air Wisconsin Airlines LLC and Liam Mackay.

Exhibit 10.4 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT is made and entered into as of January 1, 2021, by and between Air Wisconsin Airlines LLC, a Delaware limited liability company (the ?Company?), and Liam Mackay (the ?Executive? and, together with the Company, collectively, the ?Parties?). RECITALS The Company is engaged in the business of operating a regional airline company. The Company

April 1, 2021 EX-10.5.3

First Amendment to Capacity Purchase Agreement, dated October 14, 2020, between United Airlines, Inc., Air Wisconsin Airlines LLC, AWAC Aviation, Inc., and Harbor Diversified, Inc.

Exhibit 10.5.3 Execution Version Certain confidential information contained in this document, marked by [***], has been omitted because it (i) is not material and would be competitively harmful if publicly disclosed, or (ii) contains personally identifiable information, omitted pursuant to Item 601(a)(6) under Regulation S-K. FIRST AMENDMENT TO CAPACITY PURCHASE AGREEMENT This First Amendment to C

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February 10, 2021 10-Q

Quarterly Report - 10-Q

10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number 001-34584 HARBOR DIV

January 14, 2021 10-Q

Quarterly Report - 10-Q

10-Q 1 d67820d10q.htm 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commissi

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November 3, 2020 8-K

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant - 8-K

8-K 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): October 28, 2020 Commission File Number 001-34584 HARBOR DIVERSIFIED, INC. (Exact name of registrant as specified in its charter) Delaware 13-3697002 (State of incorporation) (I.R

November 3, 2020 EX-16.1

Letter of BDO USA, LLP dated November 3, 2020.

EX-16.1 2 d64613dex161.htm EX-16.1 Exhibit 16.1 Tel: 608-836-7500 One Erdman Place, Suite 404 Fax: 608-836-7505 Madison, WI 53717 www.bdo.com November 3, 2020 Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 We have been furnished with a copy of the response to Item 4.01 of Form 8-K for the event that occurred on October 28, 2020, to be filed by our former client, Harbor

October 22, 2020 10-Q

Quarterly Report - 10-Q

10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

October 21, 2020 8-K

Entry into a Material Definitive Agreement

8-K 1 d62388d8k.htm 8-K 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): October 15, 2020 Commission File Number 001-34584 HARBOR DIVERSIFIED, INC. (Exact name of registrant as specified in its charter) Delaware 13-3697002 (State of

October 6, 2020 8-K

Costs Associated with Exit or Disposal Activities - 8-K

8-K 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): October 1, 2020 Commission File Number 001-34584 HARBOR DIVERSIFIED, INC. (Exact name of registrant as specified in its charter) Delaware 13-3697002 (State of incorporation) (I.R.

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NT 10-Q 1 d930811dnt10q.htm NT 10-Q OMB APPROVAL OMB Number: 3235-0058 Expires: February 28, 2022 Estimated average burden hours per response 2.50 SEC FILE NUMBER 001-34584 CUSIP NUMBER 41150R102 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form

August 12, 2020 8-K

Submission of Matters to a Vote of Security Holders

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): August 10, 2020 Commission File Number 001-34584 HARBOR DIVERSIFIED, INC. (Exact name of registrant as specified in its charter) Delaware 13-3697002 (State of incorporation) (I.R.S. E

July 10, 2020 EX-4.1

Description of Capital Stock of Harbor Diversified, Inc.

EX-4.1 Exhibit 4.1 DESCRIPTION OF CAPITAL STOCK OF HARBOR DIVERSIFIED INC. The following is a summary of characteristics of the capital stock of Harbor Diversified, Inc., as set forth in our amended and restated certificate of incorporation, as amended, or our Charter, and our amended and restated bylaws, as amended, or our Bylaws. References to “we,” “us,” “our” or the “Company” refer to Harbor D

July 10, 2020 EX-3.1

Amended and Restated Certificate of Incorporation of Harbor Diversified, Inc. (as amended through December 31, 2019).

EX-3.1 2 d926157dex31.htm EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF HARBOR DIVERSIFIED, INC. (AS AMENDED THROUGH DECEMBER 31, 2019) * * * ARTICLE I. The name of this corporation is Harbor Diversified, Inc. ARTICLE II. The address of the registered office of the corporation in the State of Delaware is 251 Little Falls Drive, City of Wilmington, County of New Castle, an

July 10, 2020 EX-10.4.2

Letter, dated March 31, 2020, from United Airlines, Inc. to Air Wisconsin Airlines LLC.

EX-10.4.2 10 d926157dex1042.htm EX-10.4.2 EXHIBIT 10.4.2 Willis Tower 233 South Wacker Drive Chicago, Illinois 60606 united.com March 31, 2020 Air Wisconsin Airlines LLC W6390 Challenger Drive, Suite 203 Appleton, WI 54914 Attention: Robert Binz, President and Chief Executive Officer with a copy to: DLA Piper 4365 Executive Drive, Suite 1100 San Diego, CA 92121 Attention: Michael J. Brown Re: Waiv

July 10, 2020 10-K

Annual Report - 10-K

10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

July 10, 2020 EX-10.9.1

Credit Agreement, dated June 5, 2017, between Air Wisconsin Airlines LLC and the Lender.

EX-10.9.1 EXHIBIT 10.9.1 EXECUTION VERSION CREDIT AGREEMENT dated as of June 5, 2017 between AIR WISCONSIN AIRLINES LLC, Borrower and HER MAJESTY IN RIGHT OF CANADA, Lender TABLE OF CONTENTS Page 1. DEFINITIONS; USAGE 1 Section 1.01 Definitions 1 Section 1.02 Usage 3 2. LOAN; PAYMENTS 3 Section 2.01 Loan 3 Section 2.02 Procedure for Borrowing of the Loan 3 Section 2.03 Obligations Absolute 3 Secti

July 10, 2020 EX-10.7

Payroll Support Program Agreement, dated April 20, 2020, between Air Wisconsin Airlines LLC and the Department of the Treasury.

EX-10.7 EXHIBIT 10.7 PAYROLL SUPPORT PROGRAM AGREEMENT Recipient: AIR WISCONSIN AIRLINES LLC PSP Participant Number: PSA-2004031284 W6390 CHALLENGER DRIVE, SUITE 203 Employer Identification Number: APPLETON, WI 54914 DUNS Number: Amount of Initial Payroll Support Payment: $13,666,004.35 The Department of the Treasury (Treasury) hereby provides Payroll Support (as defined herein) under Division A,

July 10, 2020 EX-10.5

Purchase Agreement, dated January 17, 2020, among Harbor Diversified, Inc., Air Wisconsin Airlines LLC, and Southshore Aircraft Holdings, LLC.

EX-10.5 Exhibit 10.5 Execution Version PURCHASE AGREEMENT dated as of January 17, 2020 among THE SOUTHSHORE ENTITIES NAMED HEREIN (“Sellers”) HARBOR DIVERSIFIED, INC. (“Buyer”) AIR WISCONSIN AIRLINES LLC (“Lessee”) and SOUTHSHORE AIRCRAFT HOLDINGS, LLC (as “Seller Representative”) in respect of three Bombardier Regional Jets model CL600-2B19 aircraft, each having two General Electric model CF34-3B

July 10, 2020 EX-10.3

Employment Agreement, dated March 20, 2019, between Air Wisconsin Airlines LLC and Robert Binns.

EXHIBIT 10.3 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT is made and entered into as of March 20, 2019, by and between Air Wisconsin Airlines LLC, a Delaware limited liability company (the “Company”), and Robert Binns (the “Executive” and, together with the Company, collectively, the “Parties”). RECITALS The Company is engaged in the business of operating a regional airline company. The Company

July 10, 2020 EX-3.2

Certificate of Designations, Preferences and Rights of Series C Convertible Redeemable Preferred Stock of Harbor Diversified, Inc.

EX-3.2 3 d926157dex32.htm EX-3.2 EXHIBIT 3.2 State of Delaware Secretary of State Division of Corporations Delivered 11:09 AM 01/17/2020 FILED 11:09 AM 01/17/2020 SR 20200360940 – File Number 2316398 CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF SERIES C CONVERTIBLE REDEEMABLE PREFERRED STOCK OF HARBOR DIVERSIFIED, INC. Pursuant to Sections 103 and 151 of the General Corporation Law of th

July 10, 2020 EX-10.9.5

Amendment No. 2 to Credit Agreement, dated April 24, 2019, between Air Wisconsin Airlines LLC and the Lender.

EX-10.9.5 EXHIBIT 10.9.5 AMENDMENT NO. 2 TO CREDIT AGREEMENT THIS AMENDMENT NO. 2 TO CREDIT AGREEMENT (this “Amendment”) is dated as of April 24, 2019 between AIR WISCONSIN AIRLINES LLC (the “Borrower”) and HER MAJESTY IN RIGHT OF CANADA (the “Lender”) and further amends that certain Credit Agreement dated as of January 25, 2018, as amended by that certain Amendment No. 1 to Credit Agreement dated

July 10, 2020 EX-10.9.4

Amendment No. 1 to Credit Agreement, dated December 24, 2018, between Air Wisconsin Airlines LLC and the Lender.

EX-10.9.4 EXHIBIT 10.9.4 EXECUTION VERSION AMENDMENT NO. 1 TO CREDIT AGREEMENT THIS AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Amendment”) is dated as of December 24, 2018 between AIR WISCONSIN AIRLINES LLC (the “Borrower”) and HER MAJESTY IN RIGHT OF CANADA (the “Lender”) and amends that certain Credit Agreement dated as of January 25, 2018 between the Borrower and the Lender (the “Credit Agreeme

July 10, 2020 EX-10.9.6

Amendment No. 3 to Credit Agreement, dated June 20, 2019, between Air Wisconsin Airlines LLC and the Lender.

EXHIBIT 10.9.6 EXECUTION VERSION AMENDMENT NO. 3 TO CREDIT AGREEMENT THIS AMENDMENT NO. 3 TO CREDIT AGREEMENT (this “Amendment”) is dated as of June 20, 2019 between AIR WISCONSIN AIRLINES LLC (the “Borrower”) and HER MAJESTY IN RIGHT OF CANADA (the “Lender”) and further amends that certain Credit Agreement dated as of January 25, 2018, as amended by that certain Amendment No. 1 to Credit Agreemen

July 10, 2020 EX-10.2

Employment Agreement, dated June 24, 2015, between Air Wisconsin Airlines Corporation (now known as “Air Wisconsin Airlines LLC”) and Christine R. Deister.

EX-10.2 7 d926157dex102.htm EX-10.2 EXHIBIT 10.2 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT is made and entered into on June 24, 2015, effective as of April 7, 2015 (the “Agreement”) by and between Air Wisconsin Airlines Corporation, a Delaware corporation (the “Company”), and Christine R. Deister (the “Executive”) (collectively, the “Parties”). WHEREAS, the Company is engaged in the business

July 10, 2020 EX-10.9.2

Amendment No. 1 to Credit Agreement, dated December 24, 2018, between Air Wisconsin Airlines LLC and the Lender.

EX-10.9.2 EXHIBIT 10.9.2 EXECUTION VERSION AMENDMENT NO. 1 TO CREDIT AGREEMENT THIS AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Amendment”) is dated as of December 24, 2018 between AIR WISCONSIN AIRLINES LLC (the “Borrower”) and HER MAJESTY IN RIGHT OF CANADA (the “Lender”) and amends that certain Credit Agreement dated as of June 5, 2017 between the Borrower and the Lender (the “Credit Agreement”)

July 10, 2020 EX-10.6

Note, dated April 6, 2020, payable by Air Wisconsin Airlines LLC to Lender.

EXHIBIT 10.6 NOTE Date 4/6/2020 Note Amount $ 10,000,000 Borrower AIR WISCONSIN AIRLINES LLC Lender JPMorgan Chase Bank, N.A. 1. PROMISE TO PAY. Borrower promises to pay to the order of Lender the Note Amount, plus interest on the unpaid principal balance at the Note Rate, and all other amounts required by this Note. 2. DEFINITIONS. “CARES Act” means the Coronavirus Aid, Relief, and Economic Secur

July 10, 2020 EX-3.3

Amended and Restated Bylaws of Harbor Diversified, Inc. (a Delaware Corporation) (as amended through December 31, 2019).

EX-3.3 Exhibit 3.3 AMENDED AND RESTATED BYLAWS OF HARBOR DIVERSIFIED, INC. (A DELAWARE CORPORATION) (AS AMENDED THROUGH DECEMBER 31, 2019) TABLE OF CONTENTS Page ARTICLE I OFFICES Section 1. Registered Office 1 Section 2. Other Offices 1 ARTICLE II CORPORATE SEAL Section 3. Corporate Seal 1 ARTICLE III STOCKHOLDERS’ MEETINGS Section 4. Place of Meetings 1 Section 5. Annual Meeting 1 Section 6. Spe

July 10, 2020 EX-10.8.2

Form of Amended and Restated Credit Agreement, dated December 24, 2018, among Air Wisconsin Airlines LLC, U.S. Bank National Association and the Lender.

EX-10.8.2 15 d926157dex1082.htm EX-10.8.2 Exhibit 10.8.2 Schedule of Omitted Documents Exhibit 10.8.2 to Annual Report on Form 10-K Harbor Diversified, Inc. LIST OF INDIVIDUAL AMENDED AND RESTATED CREDIT AGREEMENTS Below are the specific terms of the various Amended and Restated Credit Agreements Nos. 1 through 7, which are based upon the form of Amended and Restated Credit Agreement filed as Exhi

July 10, 2020 EX-10.8.1

Restructuring Agreement, dated January 25, 2018, among Air Wisconsin Airlines LLC, the Lender, the Subordinated Note Holder, U.S. Bank National Association and Investissement Quebec.

Exhibit 10.8.1 RESTRUCTURING AGREEMENT dated as of January 25, 2018 among AIR WISCONSIN AIRLINES LLC HER MAJESTY IN RIGHT OF CANADA BOMBARDIER INC. U.S. BANK NATIONAL ASSOCIATION and INVESTISSEMENT QUÉBEC Table of Contents 1. Definitions: Usage 1 2. Lease Rental Payments 1 3. Bombardier’s Additional Payment 2 4. Termination of RVGs for Debt Aircraft 2 5. Termination of Other AWA-Bombardier Agreeme

July 10, 2020 EX-10.1

Form of Indemnification Agreement.

Exhibit 10.1 Schedule of Omitted Documents Exhibit 10.1 to Annual Report on Form 10-K Harbor Diversified, Inc. LIST OF INDEMNITEES Each of the individuals identified below is a party to an indemnification agreement with Harbor Diversified, Inc. in the form attached herewith as Exhibit 10.1 to Harbor Diversified, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019: Name Da

July 10, 2020 EX-21.1

List of Subsidiaries of Harbor Diversified, Inc.

EX-21.1 EXHIBIT 21.1 LIST OF SUBSIDIARIES NAME OF SUBSIDIARY STATE OF FORMATION OR INCORPORATION Lotus Aviation Leasing, LLC (100% subsidiary of Harbor Diversified, Inc.) Delaware Air Wisconsin Funding LLC (100% subsidiary of Harbor Diversified, Inc.) Delaware Harbor Therapeutics, Inc. (100% subsidiary of Harbor Diversified, Inc.) Delaware AWAC Aviation, Inc. (100% subsidiary of Harbor Diversified

July 10, 2020 EX-10.9.3

Credit Agreement, dated January 25, 2018, between Air Wisconsin Airlines LLC and the Lender.

EX-10.9.3 EXHIBIT 10.9.3 EXECUTION COPY CREDIT AGREEMENT dated as of January , 2018 between AIR WISCONSIN AIRLINES LLC, Borrower and HER MAJESTY IN RIGHT OF CANADA, Lender TABLE OF CONTENTS Page 1. DEFINITIONS; USAGE 1 Section 1.01 Definitions 1 Section 1.02 Usage 3 2. LOAN; PAYMENTS 3 Section 2.01 Loan 3 Section 2.02 Procedure for Borrowing of the Loan 3 Section 2.03 Obligations Absolute 4 Sectio

July 10, 2020 EX-10.4.1

Capacity Purchase Agreement, dated February 26, 2017, between United Airlines, Inc. and Air Wisconsin Airlines LLC.

EX-10.4.1 9 d926157dex1041.htm EX-10.4.1 Exhibit 10.4.1 Certain confidential information contained in this document, marked by [***], has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. Execution Copy CAPACITY PURCHASE AGREEMENT BETWEEN UNITED AIRLINES, INC. AND AIR WISCONSIN AIRLINES LLC TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1

July 10, 2020 EX-14.1

Code of Business Conduct and Ethics for Senior Financial Officers.

EX-14.1 Exhibit 14.1 CODE OF BUSINESS CONDUCT AND ETHICS FOR SENIOR FINANCIAL OFFICERS HARBOR DIVERSIFIED, INC. Code of Business Conduct and Ethics for Senior Financial Officers Harbor Diversified, Inc. I. Purpose Harbor Diversified, Inc., a Delaware corporation (the “Company”), is committed to promoting high standards of ethical business conduct and compliance with applicable laws, rules, regulat

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NT 10-K 1 d926157dnt10k.htm NT 10-K OMB APPROVAL OMB Number: 3235-0058 Expires: February 28, 2022 Estimated average burden hours per response 2.50 SEC FILE NUMBER 001-34584 CUSIP NUMBER 41150R102 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form

April 29, 2020 8-K

Other Events

8-K 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): April 29, 2020 Commission File Number 001-34584 HARBOR DIVERSIFIED, INC. (Exact name of registrant as specified in its charter) Delaware 13-3697002 (State of incorporation) (I.R.S

January 20, 2012 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

10-K 1 d270241d10k.htm FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2011 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001

January 12, 2012 15-15D

- FORM 15

15-15D 1 d281135d1515d.htm FORM 15 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 333-18725 HARBOR BIOSCIENCES, INC. (Exact

January 5, 2012 EX-24.1

POWER OF ATTORNEY

Power of Attorney Exhibit 24.1 POWER OF ATTORNEY Each of the undersigned hereby constitutes and appoints Robert W. Weber as the undersigned’s true and lawful attorney-in-fact to: (1) execute for and on behalf of each of the undersigned any and all of the following amendments to registration statements and to file the same, with all exhibits thereto, and other documents in connection therewith, wit

January 5, 2012 S-8 POS

- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8

Post-Effective Amendment No. 1 to Form S-8 As filed with the Securities and Exchange Commission on January 5, 2012 Registration No. 333-92185 Registration No. 333-51286 Registration No. 333-65712 Registration No. 333-101219 Registration No. 333-106860 Registration No. 333-121216 Registration No. 333-130670 Registration No. 333-136555 Registration No. 333-148088 Registration No. 333-156111 UNITED S

January 5, 2012 POS AM

- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3

As filed with the Securities and Exchange Commission on January 5, 2012 Registration No.

January 5, 2012 EX-24.1

POWER OF ATTORNEY

Power of Attorney Exhibit 24.1 POWER OF ATTORNEY Each of the undersigned hereby constitutes and appoints Robert W. Weber as the undersigned’s true and lawful attorney-in-fact to: (1) execute for and on behalf of each of the undersigned any and all of the following amendments to registration statements and to file the same, with all exhibits thereto, and other documents in connection therewith, wit

January 5, 2012 EX-24.1

POWER OF ATTORNEY

Power of Attorney Exhibit 24.1 POWER OF ATTORNEY Each of the undersigned hereby constitutes and appoints Robert W. Weber as the undersigned’s true and lawful attorney-in-fact to: (1) execute for and on behalf of each of the undersigned any and all of the following amendments to registration statements and to file the same, with all exhibits thereto, and other documents in connection therewith, wit

January 5, 2012 EX-24.1

POWER OF ATTORNEY

Power of Attorney Exhibit 24.1 POWER OF ATTORNEY Each of the undersigned hereby constitutes and appoints Robert W. Weber as the undersigned’s true and lawful attorney-in-fact to: (1) execute for and on behalf of each of the undersigned any and all of the following amendments to registration statements and to file the same, with all exhibits thereto, and other documents in connection therewith, wit

January 5, 2012 EX-24.1

POWER OF ATTORNEY

Power of Attorney Exhibit 24.1 POWER OF ATTORNEY Each of the undersigned hereby constitutes and appoints Robert W. Weber as the undersigned’s true and lawful attorney-in-fact to: (1) execute for and on behalf of each of the undersigned any and all of the following amendments to registration statements and to file the same, with all exhibits thereto, and other documents in connection therewith, wit

January 5, 2012 EX-24.1

POWER OF ATTORNEY

Power of Attorney Exhibit 24.1 POWER OF ATTORNEY Each of the undersigned hereby constitutes and appoints Robert W. Weber as the undersigned’s true and lawful attorney-in-fact to: (1) execute for and on behalf of each of the undersigned any and all of the following amendments to registration statements and to file the same, with all exhibits thereto, and other documents in connection therewith, wit

January 5, 2012 S-8 POS

- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8

Post-Effective Amendment No. 1 to Form S-8 As filed with the Securities and Exchange Commission on January 5, 2012 Registration No. 333-92185 Registration No. 333-51286 Registration No. 333-65712 Registration No. 333-101219 Registration No. 333-106860 Registration No. 333-121216 Registration No. 333-130670 Registration No. 333-136555 Registration No. 333-148088 Registration No. 333-156111 UNITED S

January 5, 2012 POS AM

- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3

As filed with the Securities and Exchange Commission on January 5, 2012 Registration No.

January 5, 2012 POS AM

- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3

As filed with the Securities and Exchange Commission on January 5, 2012 Registration No.

January 5, 2012 POS AM

- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3

As filed with the Securities and Exchange Commission on January 5, 2012 Registration No.

January 5, 2012 EX-24.1

POWER OF ATTORNEY

Power of Attorney Exhibit 24.1 POWER OF ATTORNEY Each of the undersigned hereby constitutes and appoints Robert W. Weber as the undersigned’s true and lawful attorney-in-fact to: (1) execute for and on behalf of each of the undersigned any and all of the following amendments to registration statements and to file the same, with all exhibits thereto, and other documents in connection therewith, wit

January 5, 2012 S-8 POS

- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8

Post-Effective Amendment No. 1 to Form S-8 As filed with the Securities and Exchange Commission on January 5, 2012 Registration No. 333-92185 Registration No. 333-51286 Registration No. 333-65712 Registration No. 333-101219 Registration No. 333-106860 Registration No. 333-121216 Registration No. 333-130670 Registration No. 333-136555 Registration No. 333-148088 Registration No. 333-156111 UNITED S

January 5, 2012 S-8 POS

- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8

As filed with the Securities and Exchange Commission on January 5, 2012 Registration No.

January 5, 2012 POS AM

- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3

As filed with the Securities and Exchange Commission on January 5, 2012 Registration No.

January 5, 2012 POS AM

- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3

As filed with the Securities and Exchange Commission on January 5, 2012 Registration No.

January 5, 2012 EX-24.1

POWER OF ATTORNEY

Power of Attorney Exhibit 24.1 POWER OF ATTORNEY Each of the undersigned hereby constitutes and appoints Robert W. Weber as the undersigned’s true and lawful attorney-in-fact to: (1) execute for and on behalf of each of the undersigned any and all of the following amendments to registration statements and to file the same, with all exhibits thereto, and other documents in connection therewith, wit

January 5, 2012 EX-24.1

POWER OF ATTORNEY

Power of Attorney Exhibit 24.1 POWER OF ATTORNEY Each of the undersigned hereby constitutes and appoints Robert W. Weber as the undersigned’s true and lawful attorney-in-fact to: (1) execute for and on behalf of each of the undersigned any and all of the following amendments to registration statements and to file the same, with all exhibits thereto, and other documents in connection therewith, wit

January 5, 2012 EX-24.1

POWER OF ATTORNEY

EX-24.1 2 d277500dex241.htm POWER OF ATTORNEY Exhibit 24.1 POWER OF ATTORNEY Each of the undersigned hereby constitutes and appoints Robert W. Weber as the undersigned’s true and lawful attorney-in-fact to: (1) execute for and on behalf of each of the undersigned any and all of the following amendments to registration statements and to file the same, with all exhibits thereto, and other documents

January 5, 2012 EX-24.1

POWER OF ATTORNEY

Power of Attorney Exhibit 24.1 POWER OF ATTORNEY Each of the undersigned hereby constitutes and appoints Robert W. Weber as the undersigned’s true and lawful attorney-in-fact to: (1) execute for and on behalf of each of the undersigned any and all of the following amendments to registration statements and to file the same, with all exhibits thereto, and other documents in connection therewith, wit

January 5, 2012 EX-24.1

POWER OF ATTORNEY

Power of Attorney Exhibit 24.1 POWER OF ATTORNEY Each of the undersigned hereby constitutes and appoints Robert W. Weber as the undersigned’s true and lawful attorney-in-fact to: (1) execute for and on behalf of each of the undersigned any and all of the following amendments to registration statements and to file the same, with all exhibits thereto, and other documents in connection therewith, wit

January 5, 2012 POS AM

- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3

As filed with the Securities and Exchange Commission on January 5, 2012 Registration No.

January 5, 2012 EX-24.1

POWER OF ATTORNEY

Power of Attorney Exhibit 24.1 POWER OF ATTORNEY Each of the undersigned hereby constitutes and appoints Robert W. Weber as the undersigned’s true and lawful attorney-in-fact to: (1) execute for and on behalf of each of the undersigned any and all of the following amendments to registration statements and to file the same, with all exhibits thereto, and other documents in connection therewith, wit

January 5, 2012 EX-24.1

POWER OF ATTORNEY

Power of Attorney Exhibit 24.1 POWER OF ATTORNEY Each of the undersigned hereby constitutes and appoints Robert W. Weber as the undersigned’s true and lawful attorney-in-fact to: (1) execute for and on behalf of each of the undersigned any and all of the following amendments to registration statements and to file the same, with all exhibits thereto, and other documents in connection therewith, wit

January 5, 2012 EX-24.1

POWER OF ATTORNEY

Power of Attorney Exhibit 24.1 POWER OF ATTORNEY Each of the undersigned hereby constitutes and appoints Robert W. Weber as the undersigned’s true and lawful attorney-in-fact to: (1) execute for and on behalf of each of the undersigned any and all of the following amendments to registration statements and to file the same, with all exhibits thereto, and other documents in connection therewith, wit

January 5, 2012 S-8 POS

- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8

Post-Effective Amendment No. 1 to Form S-8 As filed with the Securities and Exchange Commission on January 5, 2012 Registration No. 333-92185 Registration No. 333-51286 Registration No. 333-65712 Registration No. 333-101219 Registration No. 333-106860 Registration No. 333-121216 Registration No. 333-130670 Registration No. 333-136555 Registration No. 333-148088 Registration No. 333-156111 UNITED S

January 5, 2012 POS AM

- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3

POS AM 1 d277709dposam.htm POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 As filed with the Securities and Exchange Commission on January 5, 2012 Registration No. 333-103851 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 HARBOR BIOSCIENCES, INC. (Exact name of registrant as speci

January 5, 2012 POS AM

- POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-3

POS AM 1 d277721dposam.htm POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-3 As filed with the Securities and Exchange Commission on January 5, 2012 Registration No. 333-126458 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 HARBOR BIOSCIENCES, INC. (Exact name of registrant as speci

January 5, 2012 EX-24.1

POWER OF ATTORNEY

Power of Attorney Exhibit 24.1 POWER OF ATTORNEY Each of the undersigned hereby constitutes and appoints Robert W. Weber as the undersigned’s true and lawful attorney-in-fact to: (1) execute for and on behalf of each of the undersigned any and all of the following amendments to registration statements and to file the same, with all exhibits thereto, and other documents in connection therewith, wit

January 5, 2012 EX-24.1

POWER OF ATTORNEY

Power of Attorney Exhibit 24.1 POWER OF ATTORNEY Each of the undersigned hereby constitutes and appoints Robert W. Weber as the undersigned’s true and lawful attorney-in-fact to: (1) execute for and on behalf of each of the undersigned any and all of the following amendments to registration statements and to file the same, with all exhibits thereto, and other documents in connection therewith, wit

January 5, 2012 EX-24.1

POWER OF ATTORNEY

Power of Attorney Exhibit 24.1 POWER OF ATTORNEY Each of the undersigned hereby constitutes and appoints Robert W. Weber as the undersigned’s true and lawful attorney-in-fact to: (1) execute for and on behalf of each of the undersigned any and all of the following amendments to registration statements and to file the same, with all exhibits thereto, and other documents in connection therewith, wit

January 5, 2012 EX-24.1

POWER OF ATTORNEY

Power of Attorney Exhibit 24.1 POWER OF ATTORNEY Each of the undersigned hereby constitutes and appoints Robert W. Weber as the undersigned’s true and lawful attorney-in-fact to: (1) execute for and on behalf of each of the undersigned any and all of the following amendments to registration statements and to file the same, with all exhibits thereto, and other documents in connection therewith, wit

January 5, 2012 S-8 POS

- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8

As filed with the Securities and Exchange Commission on January 5, 2012 Registration No.

January 5, 2012 S-8 POS

- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8

Post-Effective Amendment No. 1 to Form S-8 As filed with the Securities and Exchange Commission on January 5, 2012 Registration No. 333-92185 Registration No. 333-51286 Registration No. 333-65712 Registration No. 333-101219 Registration No. 333-106860 Registration No. 333-121216 Registration No. 333-130670 Registration No. 333-136555 Registration No. 333-148088 Registration No. 333-156111 UNITED S

January 5, 2012 S-8 POS

- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8

Post-Effective Amendment No. 1 to Form S-8 As filed with the Securities and Exchange Commission on January 5, 2012 Registration No. 333-92185 Registration No. 333-51286 Registration No. 333-65712 Registration No. 333-101219 Registration No. 333-106860 Registration No. 333-121216 Registration No. 333-130670 Registration No. 333-136555 Registration No. 333-148088 Registration No. 333-156111 UNITED S

January 5, 2012 S-8 POS

- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8

Post-Effective Amendment No. 1 to Form S-8 As filed with the Securities and Exchange Commission on January 5, 2012 Registration No. 333-92185 Registration No. 333-51286 Registration No. 333-65712 Registration No. 333-101219 Registration No. 333-106860 Registration No. 333-121216 Registration No. 333-130670 Registration No. 333-136555 Registration No. 333-148088 Registration No. 333-156111 UNITED S

January 5, 2012 POS AM

- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3

As filed with the Securities and Exchange Commission on January 5, 2012 Registration No.

January 5, 2012 POS AM

- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3

As filed with the Securities and Exchange Commission on January 5, 2012 Registration No.

January 5, 2012 POS AM

- POS AM

As filed with the Securities and Exchange Commission on January 5, 2012 Registration No.

January 5, 2012 EX-24.1

POWER OF ATTORNEY

Power of Attorney Exhibit 24.1 POWER OF ATTORNEY Each of the undersigned hereby constitutes and appoints Robert W. Weber as the undersigned’s true and lawful attorney-in-fact to: (1) execute for and on behalf of each of the undersigned any and all of the following amendments to registration statements and to file the same, with all exhibits thereto, and other documents in connection therewith, wit

January 5, 2012 EX-24.1

POWER OF ATTORNEY

Power of Attorney Exhibit 24.1 POWER OF ATTORNEY Each of the undersigned hereby constitutes and appoints Robert W. Weber as the undersigned’s true and lawful attorney-in-fact to: (1) execute for and on behalf of each of the undersigned any and all of the following amendments to registration statements and to file the same, with all exhibits thereto, and other documents in connection therewith, wit

January 5, 2012 EX-24.1

POWER OF ATTORNEY

Power of Attorney Exhibit 24.1 POWER OF ATTORNEY Each of the undersigned hereby constitutes and appoints Robert W. Weber as the undersigned’s true and lawful attorney-in-fact to: (1) execute for and on behalf of each of the undersigned any and all of the following amendments to registration statements and to file the same, with all exhibits thereto, and other documents in connection therewith, wit

January 5, 2012 POS AM

- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3

As filed with the Securities and Exchange Commission on January 5, 2012 Registration No.

January 5, 2012 POS AM

- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3

As filed with the Securities and Exchange Commission on January 5, 2012 Registration No.

January 5, 2012 POS AM

- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3

As filed with the Securities and Exchange Commission on January 5, 2012 Registration No.

January 5, 2012 EX-24.1

POWER OF ATTORNEY

Power of Attorney Exhibit 24.1 POWER OF ATTORNEY Each of the undersigned hereby constitutes and appoints Robert W. Weber as the undersigned’s true and lawful attorney-in-fact to: (1) execute for and on behalf of each of the undersigned any and all of the following amendments to registration statements and to file the same, with all exhibits thereto, and other documents in connection therewith, wit

January 5, 2012 S-8 POS

- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8

Post-Effective Amendment No. 1 to Form S-8 As filed with the Securities and Exchange Commission on January 5, 2012 Registration No. 333-92185 Registration No. 333-51286 Registration No. 333-65712 Registration No. 333-101219 Registration No. 333-106860 Registration No. 333-121216 Registration No. 333-130670 Registration No. 333-136555 Registration No. 333-148088 Registration No. 333-156111 UNITED S

January 5, 2012 POS AM

- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3

As filed with the Securities and Exchange Commission on January 5, 2012 Registration No.

January 5, 2012 POS AM

- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3

As filed with the Securities and Exchange Commission on January 5, 2012 Registration No.

January 5, 2012 POS AM

- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3

As filed with the Securities and Exchange Commission on January 5, 2012 Registration No.

January 5, 2012 EX-24.1

POWER OF ATTORNEY

Power of Attorney Exhibit 24.1 POWER OF ATTORNEY Each of the undersigned hereby constitutes and appoints Robert W. Weber as the undersigned’s true and lawful attorney-in-fact to: (1) execute for and on behalf of each of the undersigned any and all of the following amendments to registration statements and to file the same, with all exhibits thereto, and other documents in connection therewith, wit

January 5, 2012 EX-24.1

POWER OF ATTORNEY

Power of Attorney Exhibit 24.1 POWER OF ATTORNEY Each of the undersigned hereby constitutes and appoints Robert W. Weber as the undersigned’s true and lawful attorney-in-fact to: (1) execute for and on behalf of each of the undersigned any and all of the following amendments to registration statements and to file the same, with all exhibits thereto, and other documents in connection therewith, wit

January 5, 2012 EX-24.1

POWER OF ATTORNEY

Power of Attorney Exhibit 24.1 POWER OF ATTORNEY Each of the undersigned hereby constitutes and appoints Robert W. Weber as the undersigned’s true and lawful attorney-in-fact to: (1) execute for and on behalf of each of the undersigned any and all of the following amendments to registration statements and to file the same, with all exhibits thereto, and other documents in connection therewith, wit

January 5, 2012 POS AM

- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3

As filed with the Securities and Exchange Commission on January 5, 2012 Registration No.

January 5, 2012 EX-24.1

POWER OF ATTORNEY

Power of Attorney Exhibit 24.1 POWER OF ATTORNEY Each of the undersigned hereby constitutes and appoints Robert W. Weber as the undersigned’s true and lawful attorney-in-fact to: (1) execute for and on behalf of each of the undersigned any and all of the following amendments to registration statements and to file the same, with all exhibits thereto, and other documents in connection therewith, wit

January 5, 2012 EX-24.1

POWER OF ATTORNEY

EX-24.1 2 d277467dex241.htm POWER OF ATTORNEY Exhibit 24.1 POWER OF ATTORNEY Each of the undersigned hereby constitutes and appoints Robert W. Weber as the undersigned’s true and lawful attorney-in-fact to: (1) execute for and on behalf of each of the undersigned any and all of the following amendments to registration statements and to file the same, with all exhibits thereto, and other documents

January 5, 2012 EX-24.1

POWER OF ATTORNEY

Power of Attorney Exhibit 24.1 POWER OF ATTORNEY Each of the undersigned hereby constitutes and appoints Robert W. Weber as the undersigned’s true and lawful attorney-in-fact to: (1) execute for and on behalf of each of the undersigned any and all of the following amendments to registration statements and to file the same, with all exhibits thereto, and other documents in connection therewith, wit

January 5, 2012 POS AM

- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3

POS AM 1 d277583dposam.htm POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 As filed with the Securities and Exchange Commission on January 5, 2012 Registration No. 333-69725 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 HARBOR BIOSCIENCES, INC. (Exact name of registrant as specif

January 5, 2012 POS AM

- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3

As filed with the Securities and Exchange Commission on January 5, 2012 Registration No.

January 5, 2012 POS AM

- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3

As filed with the Securities and Exchange Commission on January 5, 2012 Registration No.

January 5, 2012 EX-24.1

POWER OF ATTORNEY

Power of Attorney Exhibit 24.1 POWER OF ATTORNEY Each of the undersigned hereby constitutes and appoints Robert W. Weber as the undersigned’s true and lawful attorney-in-fact to: (1) execute for and on behalf of each of the undersigned any and all of the following amendments to registration statements and to file the same, with all exhibits thereto, and other documents in connection therewith, wit

January 5, 2012 EX-24.1

POWER OF ATTORNEY

Power of Attorney Exhibit 24.1 POWER OF ATTORNEY Each of the undersigned hereby constitutes and appoints Robert W. Weber as the undersigned’s true and lawful attorney-in-fact to: (1) execute for and on behalf of each of the undersigned any and all of the following amendments to registration statements and to file the same, with all exhibits thereto, and other documents in connection therewith, wit

January 5, 2012 EX-24.1

POWER OF ATTORNEY

Power of Attorney Exhibit 24.1 POWER OF ATTORNEY Each of the undersigned hereby constitutes and appoints Robert W. Weber as the undersigned’s true and lawful attorney-in-fact to: (1) execute for and on behalf of each of the undersigned any and all of the following amendments to registration statements and to file the same, with all exhibits thereto, and other documents in connection therewith, wit

November 7, 2011 EX-3.2

CERTIFICATE OF AMENDMENT AMENDED AND RESTATED CERTIFICATE OF INCORPORATION HARBOR BIOSCIENCES, INC., a Delaware corporation

EX-3.2 3 d235792dex32.htm CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE Exhibit 3.2 CERTIFICATE OF AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF HARBOR BIOSCIENCES, INC., a Delaware corporation HARBOR BIOSCIENCES, INC., a Delaware corporation (the “Corporation”) organized and existing under and by virtue of the Delaware General Corporation Law, does hereby ce

November 7, 2011 EX-3.1

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION HARBOR BIOSCIENCES, INC.

EX-3.1 2 d235792dex31.htm AMENDED AND RESTATED CERTIFICATE OF INCORPORATION Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF HARBOR BIOSCIENCES, INC. Robert Weber hereby certifies as follows: FIRST: He is the Chief Financial Officer of Harbor Biosciences, Inc., a Delaware corporation (the “Corporation”). SECOND: The date of the filing of the Corporation’s original Certificate of In

November 7, 2011 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2011 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file nu

November 7, 2011 EX-3.3

CERTIFICATE OF AMENDMENT AMENDED AND RESTATED CERTIFICATE OF INCORPORATION HARBOR BIOSCIENCES, INC., a Delaware corporation

EX-3.3 4 d235792dex33.htm CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE Exhibit 3.3 CERTIFICATE OF AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF HARBOR BIOSCIENCES, INC., a Delaware corporation HARBOR BIOSCIENCES, INC., a Delaware corporation (the “Corporation”) organized and existing under and by virtue of the Delaware General Corporation Law, does hereby ce

October 28, 2011 8-K

Current Report

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): October 26, 2011 Harbor BioSciences, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34584 13-3697002 (State or Other Jurisdiction of Incorporation) (Commissi

September 1, 2011 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other tha

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permi

August 31, 2011 CORRESP

Harbor BioSciences, Inc. 9191 Towne Center Drive, Suite 409 San Diego, California 92122 August 31, 2011

Harbor BioSciences, Inc. 9191 Towne Center Drive, Suite 409 San Diego, California 92122 August 31, 2011 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Jeffrey P. Riedler, Assistant Director Re: Harbor BioSciences, Inc. Preliminary Proxy Statement Filed August 17, 2011 File No. 001-34584 Ladies and Gentlemen: Harbor

August 31, 2011 PRER14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other tha

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permi

August 22, 2011 EX-24.1

EX-24.1

POWER OF ATTORNEY FOR SEC FILINGS ON FORMS 3, 4 AND 5 IN RESPECT OF SECURITIES OF HARBOR BIOSCIENCES, INC.

August 22, 2011 EX-24.1

EX-24.1

POWER OF ATTORNEY FOR SEC FILINGS ON FORMS 3, 4, AND 5 IN RESPECT OF SECURITIES OF HARBOR BIOSCIENCES, INC.

August 22, 2011 EX-24.1

EX-24.1

POWER OF ATTORNEY FOR SEC FILINGS ON FORMS 3, 4 AND 5 IN RESPECT OF SECURITIES OF HARBOR BIOSCIENCES, INC.

August 17, 2011 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant þ Filed by a Party other than the Registrant ¨ Check the appropriate box: þ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permi

August 15, 2011 15-12G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-34584 HARBOR BIOSCIENCES, INC. (Exact name of registrant as specified in

August 12, 2011 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2011 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number:

August 12, 2011 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): August 11, 2011 HARBOR BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 001-34584 13-3697002 (State or Other Jurisdiction of Incorporation) (Commissio

August 3, 2011 EX-3.2

AMENDED AND RESTATED BYLAWS HARBOR BIOSCIENCES, INC. (A DELAWARE CORPORATION) TABLE OF CONTENTS Page ARTICLE I OFFICES Section 1. Registered Office 1 Section 2. Other Offices 1 ARTICLE II CORPORATE SEAL Section 3. Corporate Seal 1 ARTICLE III STOCKHO

Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF HARBOR BIOSCIENCES, INC. (A DELAWARE CORPORATION) TABLE OF CONTENTS Page ARTICLE I OFFICES Section 1. Registered Office 1 Section 2. Other Offices 1 ARTICLE II CORPORATE SEAL Section 3. Corporate Seal 1 ARTICLE III STOCKHOLDERS? MEETINGS Section 4. Place of Meetings 1 Section 5. Annual Meeting 1 Section 6. Special Meetings 3 Section 7. Notice of Meetings

August 3, 2011 EX-3.1

CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF SERIES A PREFERRED STOCK HARBOR BIOSCIENCES, INC. Pursuant to Sections 103 and 151 of the General Corporation Law of the State of Delaware

Certificate of Designation of Series A Preferred Stock Exhibit 3.1 CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF SERIES A PREFERRED STOCK OF HARBOR BIOSCIENCES, INC. Pursuant to Sections 103 and 151 of the General Corporation Law of the State of Delaware I, the undersigned, Robert Weber, Chief Financial Officer of Harbor BioSciences, Inc., a Delaware corporation (hereinafter called the “C

August 3, 2011 EX-10.1

STOCK PURCHASE AGREEMENT

EX-10.1 5 dex101.htm STOCK PURCHASE AGREEMENT DATED JULY 28, 2011 Exhibit 10.1 STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (this “Agreement”), dated as of July 28, 2011, is entered into by and between Harbor BioSciences, Inc., a Delaware corporation (the “Company”), and Amun LLC, a Delaware limited liability company (including its successors and assigns, the “Purchaser”). RECITALS: WHER

August 3, 2011 EX-4.1

Harbor BioSciences, Inc. American Stock Transfer and Trust Company, LLC as Rights Agent Second Amended and Restated Rights Agreement Dated as of July 29, 2011 (original Rights Agreement dated as of November 15, 1999) TABLE OF CONTENTS Second Amended

Exhibit 4.1 Harbor BioSciences, Inc. and American Stock Transfer and Trust Company, LLC as Rights Agent Second Amended and Restated Rights Agreement Dated as of July 29, 2011 (original Rights Agreement dated as of November 15, 1999) TABLE OF CONTENTS Page Section 1. Certain Definitions 1 Section 2. Appointment of Rights Agent 5 Section 3. Issue of Right Certificates 6 Section 4. Form of Right Cert

August 3, 2011 DEFA14A

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): July 28, 2011 HARBOR BIOSCIENCES,

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): July 28, 2011 HARBOR BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 001-34584 13-3697002 (State or Other Jurisdiction of Incorporation) (Commission

August 3, 2011 EX-10.1

STOCK PURCHASE AGREEMENT

EX-10.1 5 dex101.htm STOCK PURCHASE AGREEMENT DATED JULY 28, 2011 Exhibit 10.1 STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (this “Agreement”), dated as of July 28, 2011, is entered into by and between Harbor BioSciences, Inc., a Delaware corporation (the “Company”), and Amun LLC, a Delaware limited liability company (including its successors and assigns, the “Purchaser”). RECITALS: WHER

August 3, 2011 EX-3.2

AMENDED AND RESTATED BYLAWS HARBOR BIOSCIENCES, INC. (A DELAWARE CORPORATION) TABLE OF CONTENTS Page ARTICLE I OFFICES Section 1. Registered Office 1 Section 2. Other Offices 1 ARTICLE II CORPORATE SEAL Section 3. Corporate Seal 1 ARTICLE III STOCKHO

EX-3.2 3 dex32.htm AMENDED AND RESTATED BYLAWS Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF HARBOR BIOSCIENCES, INC. (A DELAWARE CORPORATION) TABLE OF CONTENTS Page ARTICLE I OFFICES Section 1. Registered Office 1 Section 2. Other Offices 1 ARTICLE II CORPORATE SEAL Section 3. Corporate Seal 1 ARTICLE III STOCKHOLDERS’ MEETINGS Section 4. Place of Meetings 1 Section 5. Annual Meeting 1 Section 6. Sp

August 3, 2011 EX-3.1

CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF SERIES A PREFERRED STOCK HARBOR BIOSCIENCES, INC. Pursuant to Sections 103 and 151 of the General Corporation Law of the State of Delaware

EX-3.1 2 dex31.htm CERTIFICATE OF DESIGNATION OF SERIES A PREFERRED STOCK Exhibit 3.1 CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF SERIES A PREFERRED STOCK OF HARBOR BIOSCIENCES, INC. Pursuant to Sections 103 and 151 of the General Corporation Law of the State of Delaware I, the undersigned, Robert Weber, Chief Financial Officer of Harbor BioSciences, Inc., a Delaware corporation (herein

August 3, 2011 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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): July 28, 2011 HARBOR BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 001-34584 13-3697002 (State or Other Jurisdiction of Incorporation) (Commission

August 3, 2011 EX-10.2

STOCKHOLDERS AGREEMENT

EX-10.2 6 dex102.htm STOCKHOLDERS AGREEMENT DATED JULY 28, 2011 Exhibit 10.2 STOCKHOLDERS AGREEMENT STOCKHOLDERS AGREEMENT (the “Agreement”), dated as of July 28, 2011, among Harbor BioSciences, Inc., a Delaware corporation (the “Company”), Amun LLC a Delaware limited liability company (“Amun”), and any other stockholder who from time to time becomes party to this Agreement by execution of a Joind

August 3, 2011 EX-4.1

Harbor BioSciences, Inc. American Stock Transfer and Trust Company, LLC as Rights Agent Second Amended and Restated Rights Agreement Dated as of July 29, 2011 (original Rights Agreement dated as of November 15, 1999) TABLE OF CONTENTS Second Amended

EX-4.1 4 dex41.htm SECOND AMENDED AND RESTATED RIGHTS AGREEMENT Exhibit 4.1 Harbor BioSciences, Inc. and American Stock Transfer and Trust Company, LLC as Rights Agent Second Amended and Restated Rights Agreement Dated as of July 29, 2011 (original Rights Agreement dated as of November 15, 1999) TABLE OF CONTENTS Page Section 1. Certain Definitions 1 Section 2. Appointment of Rights Agent 5 Sectio

August 3, 2011 EX-10.2

STOCKHOLDERS AGREEMENT

Stockholders Agreement dated July 28, 2011 Exhibit 10.2 STOCKHOLDERS AGREEMENT STOCKHOLDERS AGREEMENT (the “Agreement”), dated as of July 28, 2011, among Harbor BioSciences, Inc., a Delaware corporation (the “Company”), Amun LLC a Delaware limited liability company (“Amun”), and any other stockholder who from time to time becomes party to this Agreement by execution of a Joinder Agreement in subst

May 12, 2011 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2011 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number

March 31, 2011 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2010 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-34584 HARBOR B

March 31, 2011 EX-10.46

LICENSE AGREEMENT

Exhibit 10.46 [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. LICENSE AGREEMENT THIS LICENSE AGREEMENT (the ?Agreement?) is by and between HARBOR BIOSCIENCES, INC., a Delaware corporation (the ?Licensor

March 31, 2011 EX-10.47

LICENSE AGREEMENT

EX-10.47 3 dex1047.htm LICENSE AGREEMENT - APOPTONE (HE3235) Exhibit 10.47 [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. LICENSE AGREEMENT THIS LICENSE AGREEMENT (the “Agreement”) is by and between HA

March 31, 2011 EX-10.48

LICENSE AGREEMENT

Exhibit 10.48 [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. LICENSE AGREEMENT THIS LICENSE AGREEMENT (the ?Agreement?) is by and between HARBOR BIOSCIENCES, INC., a Delaware corporation (the ?Licensor

February 7, 2011 EX-99.1

Harbor BioSciences Wraps Up Phase I/IIa Prostate Cancer Study

EXHIBIT 99.1 Harbor BioSciences Wraps Up Phase I/IIa Prostate Cancer Study SAN DIEGO, Feb. 7, 2011 (GLOBE NEWSWIRE) - Harbor BioSciences, Inc. (OTCBB:HRBR), a biopharmaceutical company developing novel therapeutics for the treatment of cancer, metabolic and inflammatory diseases, today announced it is closing the clinical sites of its U.S.-based Phase I/IIa clinical trial with Apoptone? (HE3235) f

February 7, 2011 8-K

Financial Statements and Exhibits, Other Events

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) February 7, 2011 Harbor BioSciences, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34584 13-3697002 (State or other jurisdiction of incorporation) (Commissio

November 12, 2010 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2010 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file nu

September 17, 2010 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

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): September 14, 2010 HARBOR BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 001-34584 13-3697002 (State or Other Jurisdiction of Incorporation) (Commis

September 17, 2010 EX-99.1

Harbor BioSciences Receives NASDAQ Notice of Delisting

Exhibit 99.1 CONTACT: Robert Weber Chief Financial Officer Harbor BioSciences, Inc. (858) 587-9333 [email protected] Harbor BioSciences Receives NASDAQ Notice of Delisting San Diego, CA – September 17, 2010 – Harbor BioSciences, Inc. (NasdaqCM: HRBR) received notification from NASDAQ that it has not complied with NASDAQ Listing Rule 5550(a)(2) and, unless the Company appeals, trading of

August 13, 2010 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2010 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number:

June 10, 2010 EX-99.1

Harbor BioSciences Announces Closing of $2.06 Million Equity Financing

EXHIBIT 99.1 Harbor BioSciences Announces Closing of $2.06 Million Equity Financing SAN DIEGO, June 10, 2010 (GLOBE NEWSWIRE) - Harbor BioSciences, Inc. (Nasdaq:HRBR) announced today that it has closed its previously announced sale of approximately $2.06 million of its common stock and warrants in a registered direct offering, issuance and sale to select investors. The shares of common stock and w

June 10, 2010 8-K

Financial Statements and Exhibits, Other Events

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) June 10, 2010 Harbor BioSciences, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34584 13-3697002 (State or other jurisdiction of incorporation) (Commission F

June 8, 2010 EX-99.1

HARBOR BIOSCIENCES ANNOUNCES $2.06 MILLION EQUITY FINANCING

Exhibit 99.1 FOR IMMEDIATE RELEASE CONTACT: Investor Inquiries Harbor BioSciences, Inc. Robert Weber, Chief Financial Officer (858) 587-9333 [email protected] HARBOR BIOSCIENCES ANNOUNCES $2.06 MILLION EQUITY FINANCING San Diego, CA, June 7, 2010 – Harbor BioSciences, Inc. (NasdaqCM: HRBR) announced today that it has entered into an agreement with certain institutional investors to rais

June 8, 2010 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): June 7, 2010 HARBOR BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 001-34584 13-3697002 (State or Other Jurisdiction of Incorporation) (Commission F

June 8, 2010 EX-1.1

5,895,000 Units HARBOR BIOSCIENCES, INC. PLACEMENT AGENT AGREEMENT

EX-1.1 2 dex11.htm PLACEMENT AGENT AGREEMENT Exhibit 1.1 EXECUTION COPY 5,895,000 Units HARBOR BIOSCIENCES, INC. PLACEMENT AGENT AGREEMENT June 7, 2010 Chardan Capital Markets, LLC 17 State Street, Suite 1600 New York, NY 10004 Dear Sirs: 1. INTRODUCTION. Harbor BioSciences, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the purchasers, pursuant to the terms and condit

June 8, 2010 EX-10.1

SECURITIES PURCHASE AGREEMENT

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this ?Agreement?) is dated as of June 7, 2010, between Harbor Biosciences, Inc., a Delaware corporation (the ?Company?), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a ?Purchaser? and collectively the ?Purchasers?). WHEREAS, subject to the terms and conditions

June 8, 2010 EX-10.2

COMMON STOCK PURCHASE WARRANT HARBOR BIOSCIENCES, INC. Warrant Shares: Initial Exercise Date: December , 2010 Issue Date: June , 2010

Exhibit 10.2 EXHIBIT A COMMON STOCK PURCHASE WARRANT HARBOR BIOSCIENCES, INC. Warrant Shares: Initial Exercise Date: December , 2010 Issue Date: June , 2010 THIS COMMON STOCK PURCHASE WARRANT (the ?Warrant?) certifies that, for value received, or its assigns (the ?Holder?) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time o

June 7, 2010 424B5

HARBOR BIOSCIENCES, INC. 5,895,000 Shares of Common Stock Warrants to Purchase 3,537,000 Shares of Common Stock

Table of Contents Filed Pursuant to Rule 424(b)(5) Registration Statement No. Registration No. 333-163936 PROSPECTUS SUPPLEMENT HARBOR BIOSCIENCES, INC. 5,895,000 Shares of Common Stock Warrants to Purchase 3,537,000 Shares of Common Stock We are offering up to 5,895,000 shares of our common stock and warrants to purchase up to 3,537,000 shares of our common stock (and the shares of common stock i

June 2, 2010 EX-3.1

CERTIFICATE OF AMENDMENT AMENDED AND RESTATED CERTIFICATE OF INCORPORATION HARBOR BIOSCIENCES, INC., a Delaware corporation

EX-3.1 2 dex31.htm CERTIFICATE OF AMENDMENT Exhibit 3.1 CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF HARBOR BIOSCIENCES, INC., a Delaware corporation Harbor BioSciences, Inc., a Delaware corporation (the “Corporation”), does hereby certify: FIRST: That the Board of Directors of the Corporation duly adopted resolutions proposing and declaring advisable the follow

June 2, 2010 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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): May 27, 2010 HARBOR BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-34584 13-3697002 (Commission F

May 7, 2010 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2010 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number

April 12, 2010 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEF 14A 1 ddef14a.htm DEFINITIVE PROXY STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant þ Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of t

April 9, 2010 CORRESP

Harbor BioSciences, Inc. 4135 Eastgate Mall, Suite 400 San Diego, Ca 92691

Harbor BioSciences, Inc. 4135 Eastgate Mall, Suite 400 San Diego, Ca 92691 April 9, 2010 Via EDGAR Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Attention: Jeffrey Riedler Nandini Acharya Mail Stop 4720 Re: Harbor BioSciences, Inc. Preliminary Proxy Statement on Schedule 14A Filed April 1, 2010 File No. 001-34584 Dear Jeffrey Riedler Nandini Acharya: On behalf of Harbo

April 1, 2010 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant þ Filed by a Party other than the Registrant ¨ Check the appropriate box: þ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

March 30, 2010 EX-3.2

BYLAWS HARBOR BIOSCIENCES, INC. (A DELAWARE CORPORATION) TABLE OF CONTENTS PAGE ARTICLE I OFFICES 1 Section 1. Registered Office 1 Section 2. Other Offices 1 ARTICLE II CORPORATE SEAL 1 Section 3. Corporate Seal 1 ARTICLE III STOCKHOLDERS’ MEETINGS 1

EX-3.2 2 dex32.htm BYLAWS OF REGISTRANT Exhibit 3.2 BYLAWS OF HARBOR BIOSCIENCES, INC. (A DELAWARE CORPORATION) TABLE OF CONTENTS PAGE ARTICLE I OFFICES 1 Section 1. Registered Office 1 Section 2. Other Offices 1 ARTICLE II CORPORATE SEAL 1 Section 3. Corporate Seal 1 ARTICLE III STOCKHOLDERS’ MEETINGS 1 Section 4. Place of Meetings 1 Section 5. Annual Meeting 2 Section 6. Special Meetings 4 Secti

March 30, 2010 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2009 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-34584 HARBOR B

March 17, 2010 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

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): 03/17/2010 Harbor BioSciences, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 000-24672 DE 13-3697002 (State or other jurisdiction of (IRS Employe

March 17, 2010 EX-99.1

Harbor BioSciences Announces Listing Transfer to The Nasdaq Capital Market

CONTACT: Robert Weber Chief Financial Officer Harbor BioSciences, Inc. (858) 587-9333 [email protected] Harbor BioSciences Announces Listing Transfer to The Nasdaq Capital Market San Diego, CA - March 17, 2010 - Harbor BioSciences, Inc. (Nasdaq: HRBR) today announced that NASDAQ has approved its application to transfer its stock listing to The Nasdaq Capital Market (the "Capital Market"

March 5, 2010 8-K

Regulation FD Disclosure

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): 03/05/2010 Harbor BioSciences, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 000-24672 DE 13-3697002 (State or other jurisdiction of (IRS Employe

February 16, 2010 EX-3.1

CERTIFICATE OF OWNERSHIP H.E. ACQUISITION CORP., a Delaware corporation HOLLIS-EDEN PHARMACEUTICALS, INC., a Delaware corporation

EX-3.1 2 rrd26636831230.htm CERTIFICATE OF OWNERSHIP CERTIFICATE OF OWNERSHIP MERGING H.E. ACQUISITION CORP., a Delaware corporation INTO HOLLIS-EDEN PHARMACEUTICALS, INC., a Delaware corporation (PURSUANT TO SECTION 253 OF THE GENERAL CORPORATION LAW OF DELAWARE) It is hereby certified that: Hollis-Eden Pharmaceuticals, Inc. (the "Corporation") is a business corporation of the State of Delaware.

February 16, 2010 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

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): 02/16/2010 Harbor BioSciences, Inc. (Exact name of registrant as specified in its charter) Commission File Number: - DE 13-3697002 (State or other jurisdiction of (IRS Employer incorp

January 13, 2010 CORRESP

Hollis-Eden Pharmaceuticals, Inc. 4435 Eastgate Mall, Suite 400 San Diego, California 92121

Hollis-Eden Pharmaceuticals, Inc. 4435 Eastgate Mall, Suite 400 San Diego, California 92121 January 13, 2010 VIA EDGAR Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Attention: Jeffrey Riedler and Laura Crotty Mail Stop 4720 Re: Hollis-Eden Pharmaceuticals, Inc. (the “Company”) Registration Statement on Form S-3 (File No. 333-163936) Ladies and Gentlemen: Pursuant to Ru

January 6, 2010 S-3/A

As filed with the Securities and Exchange Commission on January 6, 2010

Table of Contents As filed with the Securities and Exchange Commission on January 6, 2010 Registration No.

January 6, 2010 EX-4.5

FORM OF INDENTURE HOLLIS-EDEN PHARMACEUTICALS, INC. Dated as of [Name of Trustee] TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE Section 1.1. Definitions 1 Section 1.2. Other Definitions 5 Section 1.3. Incorporation by Re

EX-4.5 2 dex45.htm FORM OF INDENTURE EXHIBIT 4.5 FORM OF INDENTURE HOLLIS-EDEN PHARMACEUTICALS, INC. INDENTURE Dated as of [Name of Trustee] Trustee TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE Section 1.1. Definitions 1 Section 1.2. Other Definitions 5 Section 1.3. Incorporation by Reference of Trust Indenture Act 5 Section 1.4. Rules of Construction 5 ARTICLE II TH

January 6, 2010 COVER

Hollis-Eden Pharmaceuticals, Inc. 14435 Eastgate Mall, Suite 400 San Diego, California 92121

SEC Comment Letter Hollis-Eden Pharmaceuticals, Inc. 14435 Eastgate Mall, Suite 400 San Diego, California 92121 January 6, 2010 Via EDGAR Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Attention: Jeffrey Riedler and Laura Crotty Mail Stop 4720 Re: Hollis-Eden Pharmaceuticals, Inc. Registration Statement on Form S-3 (File No. 333-163936) Ladies and Gentlemen: Hollis-Eden

December 22, 2009 EX-12.1

COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES (in thousands) For the year ended December 31, 2004 2005 2006 2007 2008 Earnings: Net income (loss) before income taxes $ (24,757 ) $ (29,441 ) $ (30,231 ) $ (23,121 ) $ (21,565 ) Add: Fixed charges

EXHIBIT 12.1 COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES (in thousands) For the year ended December 31, 2004 2005 2006 2007 2008 Earnings: Net income (loss) before income taxes $ (24,757 ) $ (29,441 ) $ (30,231 ) $ (23,121 ) $ (21,565 ) Add: Fixed charges 301 296 319 441 465 Total earnings and fixed charges $ (24,456 ) $ (29,145 ) $ (29,912 ) $ (22,680 ) $ (21,100 ) Fixed Charges: Interest

December 22, 2009 EX-4.5

FORM OF INDENTURE HOLLIS-EDEN PHARMACEUTICALS, INC. Dated as of [Name of Trustee] TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE Section 1.1. Definitions 1 Section 1.2. Other Definitions 5 Section 1.3. Incorporation by Re

EX-4.5 2 dex45.htm FORM OF INDENTURE EXHIBIT 4.5 FORM OF INDENTURE HOLLIS-EDEN PHARMACEUTICALS, INC. INDENTURE Dated as of [Name of Trustee] Trustee TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE Section 1.1. Definitions 1 Section 1.2. Other Definitions 5 Section 1.3. Incorporation by Reference of Trust Indenture Act 5 Section 1.4. Rules of Construction 5 ARTICLE II TH

December 22, 2009 S-3

As filed with the Securities and Exchange Commission on December 22, 2009

Table of Contents As filed with the Securities and Exchange Commission on December 22, 2009 Registration No.

December 15, 2009 8-A12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 HOLLIS-EDEN PHARMACEUTICALS, INC. (Exact name o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 HOLLIS-EDEN PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 13-3697002 (State of incorporation or organization) (IRS Employer Identification No.) 4435 Eastgate

November 16, 2009 EX-99.2

- more -

CONTACT: James Frincke, Ph.D. President and CEO Hollis-Eden Pharmaceuticals (858) 587-9333 [email protected] Hollis-Eden Presents New Interim Data from Prostate Cancer Phase I/II Clinical Studies of Apoptone (HE3235) at AACR Molecular Targets and Cancer Therapeutics Conference Boston, MA - November 16, 2009 - Hollis-Eden Pharmaceuticals, Inc. (Nasdaq: HEPH), today reported preliminary results of i

November 16, 2009 8-K

Other Events

8-K 1 rrd257139.htm PRESS RELEASE 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): 11/12/2009 Hollis-Eden Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Commission File Number: - DE 13-3697002 (State or

November 16, 2009 EX-99.1

Hollis-Eden to Present Interim Data from its Phase I/II Clinical Studies of Apoptone® (HE3235) at Molecular Targets and Cancer Therapeutics Conference

EX-99.1 2 rrd25713930418.htm PRESS RELEASE DATED NOVEMBER 12, 2009 CONTACT: Robert Weber Chief Financial Officer Hollis-Eden Pharmaceuticals Telephone: (858) 587-9333 Email: [email protected] Hollis-Eden to Present Interim Data from its Phase I/II Clinical Studies of Apoptone® (HE3235) at Molecular Targets and Cancer Therapeutics Conference - Company Provides Update on Progress of Lead Compoun

November 6, 2009 10-Q

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2009 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 000-2467

October 22, 2009 EX-4.1

Hollis-Eden Pharmaceuticals, Inc. American Stock Transfer and Trust Company, LLC as Rights Agent Amended and Restated Rights Agreement Dated as of October 19, 2009 (original Rights Agreement dated as of November 15, 1999) TABLE OF CONTENTS Amended an

Exhibit 4.1 Hollis-Eden Pharmaceuticals, Inc. and American Stock Transfer and Trust Company, LLC as Rights Agent Amended and Restated Rights Agreement Dated as of October 19, 2009 (original Rights Agreement dated as of November 15, 1999) TABLE OF CONTENTS Page Section 1. Certain Definitions 1 Section 2. Appointment of Rights Agent 5 Section 3. Issue of Right Certificates. 5 Section 4. Form of Righ

October 22, 2009 8-K

Entry into a Material Definitive Agreement

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): October 22, 2009 HOLLIS-EDEN PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 000-24672 13-3697002

October 22, 2009 EX-4.2

Amended and Restated Certificate of Designation Series B Junior Participating Preferred Stock Hollis-Eden Pharmaceuticals, Inc. (Pursuant to Section 151(g) of the Delaware General Corporation Law)

EX-4.2 3 dex42.htm AMENDED AND RESTATED CERTIFICATE OF DESIGNATION Exhibit 4.2 Amended and Restated Certificate of Designation of Series B Junior Participating Preferred Stock of Hollis-Eden Pharmaceuticals, Inc. (Pursuant to Section 151(g) of the Delaware General Corporation Law) Hollis-Eden Pharmaceuticals, Inc., a corporation organized and existing under the Delaware General Corporation Law (he

September 16, 2009 8-K

Current Report

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): September 16, 2009 HOLLIS-EDEN PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 000-24672 13-369700

September 16, 2009 EX-99.1

Hollis-Eden Pharmaceuticals Receives NASDAQ Notification Related to Minimum Bid Price

EX-99.1 2 dex991.htm PRESS RELEASE Exhibit 99.1 For Immediate Release Hollis-Eden Pharmaceuticals Receives NASDAQ Notification Related to Minimum Bid Price SAN DIEGO – September 16, 2009 – Hollis-Eden Pharmaceuticals, Inc. (NASDAQ:HEPH), a leader in the development of a new class of small molecule compounds based on endogenous adrenal steroid hormones, today announced that it received a letter fro

August 14, 2009 10-Q

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2009 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 000-24672 HOL

June 15, 2009 EX-99.1

HOLLIS-EDEN PHARMACEUTICALS ANNOUNCES APPOINTMENT OF DR. JAMES M. FRINCKE PRESIDENT AND CEO

EX-99.1 2 dex991.htm PRESS RELEASE Exhibit 99.1 HOLLIS-EDEN PHARMACEUTICALS ANNOUNCES APPOINTMENT OF DR. JAMES M. FRINCKE PRESIDENT AND CEO SAN DIEGO – June 15, 2009 – Hollis-Eden Pharmaceuticals, Inc. (NASDAQ:HEPH), a leader in the development of a new class of small molecule compounds based on endogenous adrenal steroid hormones, today announced the board of directors has appointed James M. Frin

June 15, 2009 8-K

Current Report

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): June 15, 2009 (June 12, 2009) HOLLIS-EDEN PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 000-2467

June 11, 2009 8-K

Regulation FD Disclosure

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): June 8, 2009 HOLLIS-EDEN PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 000-24672 13-3697002 (Com

June 5, 2009 8-K

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): June 5, 2009 HOLLIS-EDEN PHARMACE

Form 8-K 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): June 5, 2009 HOLLIS-EDEN PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 000-24672 13-369

June 5, 2009 EX-99.1

Employment Agreement

EXHIBIT 99.1 Employment Agreement This Employment Agreement (the “Agreement”), dated as of June 1, 2009, (“Effective Date”) by and between Hollis-Eden Pharmaceuticals, Inc. a Delaware corporation (the “Company”), and Robert L. Marsella, an individual residing at 13137 Sandown Way, San Diego, CA 92130 (the “Executive”). Recitals WHEREAS, Executive has been employed by the Company since 1997 and has

May 14, 2009 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2009 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT 1934 For the transition period from to . Commission file number: 0

May 7, 2009 DEF 14A

SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEF 14A 1 ddef14a.htm DEFINITIVE PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant þ Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) þ Definitive Proxy

April 28, 2009 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2008 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 000-24672 HOLLIS-ED

April 23, 2009 EX-3.5

AMENDMENT TO BYLAWS OF HOLLIS-EDEN PHARMACEUTICALS, INC.

EX-3.5 2 dex35.htm AMENDMENT TO BY LAWS OF HOLLIS-EDEN PHARMACEUTICALS, INC. Exhibit 3.5 AMENDMENT TO BYLAWS OF HOLLIS-EDEN PHARMACEUTICALS, INC. The Bylaws of Hollis-Eden Pharmaceuticals, Inc. (the “Bylaws”) are hereby amended as follows: Article IV, Section 15 of the Bylaws is amended and restated in its entirety to read as follows: “Section 15. Number, Qualifications and Term of Office. (a) The

April 23, 2009 8-K

Current Report

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): April 22, 2009 HOLLIS-EDEN PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 000-24672 13-3697002 (C

March 31, 2009 EX-99.1

HOLLIS-EDEN PHARMACEUTICALS REPORTS FOURTH QUARTER AND YEAR-END 2008 FINANCIAL RESULTS

Exhibit 99.1 For Immediate Release HOLLIS-EDEN PHARMACEUTICALS REPORTS FOURTH QUARTER AND YEAR-END 2008 FINANCIAL RESULTS SAN DIEGO, CA ? March 31, 2009 ? Hollis-Eden Pharmaceuticals, Inc. (NASDAQ:HEPH) today reported financial results for the fourth quarter and year ended December 31, 2008. For the quarter ended December 31, 2008, Hollis-Eden reported a net loss of $5.0 million (or $0.17 per shar

March 31, 2009 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2008 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-24672 HOLLIS-EDEN PHARMACEUTICAL

March 31, 2009 8-K

Regulation FD Disclosure

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): March 27, 2009 HOLLIS-EDEN PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 000-24672 13-3697002 (C

March 23, 2009 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 d8k.htm FORM 8-K 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): March 18, 2009 HOLLIS-EDEN PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 000-24672 13-3697002 (State or other jurisdicti

February 4, 2009 EX-99.1

HOLLIS-EDEN PHARMACEUTICALS ANNOUNCES COST-CUTTING MEASURES TO FOCUS RESOURCES ON ADVANCEMENT OF ONGOING CLINICAL DEVELOPMENT PROGRAMS

EX-99.1 2 dex991.htm PRESS RELEASE DATED FEBRUARY 2, 2009 Exhibit 99.1 For Immediate Release HOLLIS-EDEN PHARMACEUTICALS ANNOUNCES COST-CUTTING MEASURES TO FOCUS RESOURCES ON ADVANCEMENT OF ONGOING CLINICAL DEVELOPMENT PROGRAMS SAN DIEGO, CA – February 2, 2009 – Hollis-Eden Pharmaceuticals, Inc. (NASDAQ:HEPH) today announced that, due to current economic and industry conditions, it is implementing

February 4, 2009 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

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): February 2, 2009 HOLLIS-EDEN PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 000-24672 13-3697002

January 20, 2009 SC 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-11(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendme

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-11(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. )* HOLLIS-EDEN PHARMACEUTICALS, INC. (Name of Issuer) Common Stock, par value $.01 (Title of Class of Securities) 435902 10 1 (CUSIP Number) 12

December 12, 2008 S-8

As filed with the Securities and Exchange Commission on December 12, 2008

S-8 1 ds8.htm FORM S-8 As filed with the Securities and Exchange Commission on December 12, 2008 Registration No. 333- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 HOLLIS-EDEN PHARMACEUTICALS, INC. (Exact Name Of Registrant As Specified In Its Charter) Delaware 13-3697002 (State or Other Jurisdiction of Incorporation or

November 6, 2008 8-K

Current Report

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): November 6, 2008 HOLLIS-EDEN PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 000-24672 13-3697002

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