Small Company Offering and Sale of Securities Without Registration (d)

	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. FORM D	OMB APPROVAL OMB Number: 3235-0076 Estimated Average burden hours per response: 4.0
Notice of Exempt Offering of Securities

1. Issuer's Identity
CIK (Filer ID Number)	Previous Name(s)   o None	Entity Type
0001261734	INCARA PHARMACEUTICALS CORP INCARA INC	x Corporation o Limited Partnership o Limited Liability Company o General Partnership o Business Trust o Other
Name of Issuer
AEOLUS PHARMACEUTICALS, INC.
Jurisdiction of Incorporation/Organization
DELAWARE

Year of Incorporation/Organization
	x	Over Five Years Ago
	o	Within Last Five Years (Specify Year)
	o	Yet to Be Formed

2. Principal Place of Business and Contact Information
Name of Issuer
AEOLUS PHARMACEUTICALS, INC.

Street Address 1		Street Address 2
26361 CROWN VALLEY PARKWAY, SUITE 150

City	State/Province/Country	ZIP/Postal Code	Phone No. of Issuer
MISSION VIEJO	CALIFORNIA	92691	9494819825

3. Related Persons

Last Name	First Name	Middle Name
McMANUS	JOHN

Street Address 1	Street Address 2
26361 CROWN VALLEY PARKWAY, SUITE 150

City	State/Province/Country	ZIP/Postal Code
MISSION VIEJO	CALIFORNIA	92691

Relationship:

x

Executive Officer

o

Director

o

Promoter

Clarification of Response (if Necessary)

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Last Name	First Name	Middle Name
Day	Brian

Street Address 1	Street Address 2
26361 CROWN VALLEY PARKWAY, SUITE 150

City	State/Province/Country	ZIP/Postal Code
MISSION VIEJO	CALIFORNIA	92691

Relationship:

x

Executive Officer

o

Director

o

Promoter

Clarification of Response (if Necessary)

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Last Name	First Name	Middle Name
CAVALIER	DAVID	C.

Street Address 1	Street Address 2
26361 CROWN VALLEY PARKWAY, SUITE 150

City	State/Province/Country	ZIP/Postal Code
MISSION VIEJO	CALIFORNIA	92691

Relationship:

x

Executive Officer

x

Director

o

Promoter

Clarification of Response (if Necessary)

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Last Name	First Name	Middle Name
Clerici	John	M.

Street Address 1	Street Address 2
26361 CROWN VALLEY PARKWAY, SUITE 150

City	State/Province/Country	ZIP/Postal Code
MISSION VIEJO	CALIFORNIA	92691

Relationship:

o

Executive Officer

x

Director

o

Promoter

Clarification of Response (if Necessary)

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Last Name	First Name	Middle Name
RALLIS	CHRIS	A.

Street Address 1	Street Address 2
26361 CROWN VALLEY PARKWAY, SUITE 150

City	State/Province/Country	ZIP/Postal Code
MISSION VIEJO	CALIFORNIA	92691

Relationship:

o

Executive Officer

x

Director

o

Promoter

Clarification of Response (if Necessary)

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Last Name	First Name	Middle Name
Bright	Ken

Street Address 1	Street Address 2
26361 CROWN VALLEY PARKWAY, SUITE 150

City	State/Province/Country	ZIP/Postal Code
MISSION VIEJO	CALIFORNIA	92691

Relationship:

x

Executive Officer

o

Director

o

Promoter

Clarification of Response (if Necessary)

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Last Name	First Name	Middle Name
KUMAR	AMIT

Street Address 1	Street Address 2
26361 CROWN VALLEY PARKWAY, SUITE 150

City	State/Province/Country	ZIP/Postal Code
MISSION VIEJO	CALIFORNIA	92691

Relationship:

o

Executive Officer

x

Director

o

Promoter

Clarification of Response (if Necessary)

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Last Name	First Name	Middle Name
Kaye	Mitchell	D.

Street Address 1	Street Address 2
26361 CROWN VALLEY PARKWAY, SUITE 150

City	State/Province/Country	ZIP/Postal Code
MISSION VIEJO	CALIFORNIA	92691

Relationship:

o

Executive Officer

x

Director

o

Promoter

Clarification of Response (if Necessary)

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Last Name	First Name	Middle Name
Scott	Jeffrey	A.

Street Address 1	Street Address 2
26361 CROWN VALLEY PARKWAY, SUITE 150

City	State/Province/Country	ZIP/Postal Code
MISSION VIEJO	CALIFORNIA	92691

Relationship:

o

Executive Officer

x

Director

o

Promoter

Clarification of Response (if Necessary)

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Last Name	First Name	Middle Name
Farah, Jr.	John	M.

Street Address 1	Street Address 2
26361 Crown Valley Parkway, Suite 160

City	State/Province/Country	ZIP/Postal Code
Mission Viejo	CALIFORNIA	92691

Relationship:

o

Executive Officer

x

Director

o

Promoter

Clarification of Response (if Necessary)

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4. Industry Group

o	Agriculture			Health Care		o	Retailing
	Banking & Financial Services			o	Biotechnology	o	Restaurants
	o	Commercial Banking		o	Health Insurance		Technology
	o	Insurance		o	Hospitals & Physicians		o	Computers
	o	Investing		x	Pharmaceuticals		o	Telecommunications
	o	Investment Banking		o	Other Health Care		o	Other Technology
	o	Pooled Investment Fund					Travel
	o	Other Banking & Financial Services	o	Manufacturing			o	Airlines & Airports
				Real Estate			o	Lodging & Conventions
				o	Commercial		o	Tourism & Travel Services
				o	Construction		o	Other Travel
				o	REITS & Finance	o	Other
				o	Residential
				o	Other Real Estate
o	Business Services
	Energy
	o	Coal Mining
	o	Electric Utilities
	o	Energy Conservation
	o	Environmental Services
	o	Oil & Gas
	o	Other Energy

5. Issuer Size

Revenue Range		Aggregate Net Asset Value Range
o	No Revenues	o	No Aggregate Net Asset Value
o	$1 - $1,000,000	o	$1 - $5,000,000
o	$1,000,001 - $5,000,000	o	$5,000,001 - $25,000,000
o	$5,000,001 - $25,000,000	o	$25,000,001 - $50,000,000
o	$25,000,001 - $100,000,000	o	$50,000,001 - $100,000,000
o	Over $100,000,000	o	Over $100,000,000
x	Decline to Disclose	o	Decline to Disclose
o	Not Applicable	o	Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

o	Rule 504(b)(1) (not (i), (ii) or (iii))	o	Rule 505
o	Rule 504 (b)(1)(i)	x	Rule 506(b)
o	Rule 504 (b)(1)(ii)	o	Rule 506(c)
o	Rule 504 (b)(1)(iii)	o	Securities Act Section 4(a)(5)
		o	Investment Company Act Section 3(c)

7. Type of Filing

x

New Notice

Date of First Sale

2015-12-10

o

First Sale Yet to Occur

o

Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year?

o

Yes

x

No

9. Type(s) of Securities Offered (select all that apply)

o	Pooled Investment Fund Interests	x	Equity
o	Tenant-in-Common Securities	o	Debt
o	Mineral Property Securities	x	Option, Warrant or Other Right to Acquire Another Security
x	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security	o	Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?	o	Yes	x	No
Clarification of Response (if Necessary)

11. Minimum Investment

Minimum investment accepted from any outside investor

$   0   USD

12. Sales Compensation

Recipient			Recipient CRD Number	o	None
Laidlaw & Company (UK) Ltd.			119037
(Associated) Broker or Dealer	o	None	(Associated) Broker or Dealer CRD Number	o	None
Laidlaw & Company (UK) Ltd.			119037
Street Address 1			Street Address 2
546 Fifth Avenue			5th Floor

City	State/Province/Country	ZIP/Postal Code
New York	NEW YORK	10036

State(s) of Solicitation	o	All States	o	Foreign/Non-US
ARKANSAS   FLORIDA   ILLINOIS   KANSAS   NEW YORK   TEXAS

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Recipient			Recipient CRD Number	o	None
Newport Coast Securities, Inc.			16944
(Associated) Broker or Dealer	o	None	(Associated) Broker or Dealer CRD Number	o	None
Newport Coast Securities, Inc.			16944
Street Address 1			Street Address 2
180 Maiden Lane			17th Floor

City	State/Province/Country	ZIP/Postal Code
New York	NEW YORK	10038

State(s) of Solicitation	o	All States	o	Foreign/Non-US
ALABAMA   ALASKA   ARIZONA   ARKANSAS   CALIFORNIA   COLORADO   CONNECTICUT   DELAWARE   DISTRICT OF COLUMBIA   FLORIDA   GEORGIA   HAWAII   IDAHO   ILLINOIS   INDIANA   IOWA   KANSAS   KENTUCKY   LOUISIANA   MARYLAND   MASSACHUSETTS   MICHIGAN   MINNESOTA   MISSISSIPPI   MISSOURI   MONTANA   NEBRASKA   NEVADA   NEW HAMPSHIRE   NEW JERSEY   NEW MEXICO   NEW YORK   NORTH CAROLINA   NORTH DAKOTA   OHIO   OKLAHOMA   OREGON   PENNSYLVANIA   RHODE ISLAND   SOUTH CAROLINA   SOUTH DAKOTA   TENNESSEE   TEXAS   UTAH   VERMONT   VIRGINIA   WASHINGTON   WEST VIRGINIA   WISCONSIN   WYOMING

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13. Offering and Sales Amounts

Total Offering Amount	$   6747360   USD	o Indefinite
Total Amount Sold	$   6747360   USD
Total Remaining to be Sold	$   0   USD	o Indefinite

Clarification of Response (if Necessary)

14. Investors

o	Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, Number of such non-accredited investors who already have invested in the offering
	Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:	43

15. Sales Commissions & Finders' Fees Expenses

Provide separately the amounts of sales commissions and finders' fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$   194735   USD	x	Estimate
Finders' Fees	$   0   USD	o	Estimate

Clarification of Response (if Necessary)

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$   0   USD

o

Estimate

Clarification of Response (if Necessary)

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

	In submitting this notice, each Issuer named above is:
	Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, the information furnished to offerees. Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the Issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against it in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed. Certifying that the Issuer is not disqualified from relying on any Regulation D exemption it has identified in Item 6 above for one of the reasons stated in Rule 505(b)(2)(iii).

	Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.
	For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
AEOLUS PHARMACEUTICALS, INC.	David C. Cavalier	David C. Cavalier	Chief Financial Officer	2015-12-17