SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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
TETRAGENEX PHARMACEUTICALS, INC
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 22-3781895
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(STATE OR JURISDICTION OF INCORPORATION) (IRS EMPLOYER
IDENTIFICATION NO.)
1 MAYNARD DRIVE SUITE 205 07656
PARK RIDGE, NEW JERSEY 07656
(ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
If this form relates to the If this form relates to the
registration of a class of securities registration of a class of securities
pursuant to Section 12(b) of the Exchange pursuant to Section 12(g) of the
Act and is effective pursuant to Exchange Act and is effective pursuant
General Instruction A(c), please to General Instruction A(d), please
check the following box. / / check the following box /X/
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
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NONE
SECURITIES TO REGISTERED PURSUANT TO SECTION 12 (g) OF THE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
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COMMON STOCK, PAR VALUE $0.001 PER SHARE OVER THE COUNTER BULLETIN BOARD
Item 1. Description of Registrant's Securities to be registered.
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Contemporaneously with the filing of this Registration Statement on
Form 8-A, Tetragenex Pharmaceuticals, Inc (the "Company") is filing a
Registration Statement including 32,468,132 shares of common stock, par value
$0.001 per share, which offering is being conducted pursuant to the
Pre-Effective Amendment No. 2 to its Registration Statement on Form SB-2 (File
No. 333-134987), of which the Company's prospectus to be filed pursuant to Rule
424(b) forms a part, and which Registration Statement and prospectus are each
incorporated herein by reference.
For an additional discussion of the Company's securities to be
registered, see the section entitled "DESCRIPTION OF SECURITIES" in the
Company's aforementioned Registration Statement on Form SB-2.
Item 2. Exhibits.
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Filed as Exhibits to the Registrant's Pre-Effective Amendment No. 2 to the
Registration Statement on Form SB-2 (File No. 333-134987), as amended, and
incorporated herein by reference.
2.1 Final order of the bankruptcy of Innapharma, Inc.
3.1.1 Amended and Restated Certificate of Incorporation of Tetragenex
Pharmaceuticals, Inc.
3.1.2 Amended and Restated By-laws of Tetragenex Pharmaceuticals, Inc.
3.2 Certificate of Authority to do business in the State of New Jersey
of Tetragenex Pharmaceuticals, Inc.
3.2.1 Certificate of Correction of Certificate of Merger
4.1 Promissory Note
5.1 Opinion of Gersten Savage LLP.
10.1 Employment Agreement with Martin Schacker dated October 28, 1999,
as amended
14 Code of Ethics
16 Letter from Former Auditor
23.1 Consent of Demetrius & Company, LLC
23.2 Consent of Gersten Savage, LLP (included in the opinion filed
as Exhibit 5.1).
99.1 Patent Security Agreement
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities and
Exchange Act of 1934, the Registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: October 30, 2006
TETRAGENEX PHARMACEUTICALS, INC.
By: /s/ Martin F. Schacker
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Martin F. Schacker, Chairman of the Board