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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

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                                    FORM 8-K

                                 CURRENT REPORT
     PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

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                     Date of Report (Date of earliest event reported):
                                  JUNE 26, 2001

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                         BIOSANTE PHARMACEUTICALS, INC.
             (Exact Name of Registrant as Specified in its Charter)



          DELAWARE                      0-28637                 58-2301143
(State or Other Jurisdiction of     (Commission File         (I.R.S. Employer
            Incorporation)              Number)           Identification Number)


             111 BARCLAY BOULEVARD, SUITE 280
                  LINCOLNSHIRE, ILLINOIS                          60069
         (Address of Principal Executive Offices)               (Zip Code)

                                 (847) 478-0500
              (Registrant's Telephone Number, Including Area Code)


                             175 OLDE HALF DAY ROAD
                          LINCOLNSHIRE, ILLINOIS 60069
          (Former Name or Former Address, If Changed Since Last Report)

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ITEM 5.  OTHER EVENTS

REINCORPORATION IN THE STATE OF DELAWARE

On June 26, 2001, BioSante Pharmaceuticals, Inc., a Wyoming corporation,
("BioSante Wyoming"), changed its state of incorporation from Wyoming to
Delaware. The reincorporation was approved by BioSante Wyoming's Board of
Directors and the holders of a majority of BioSante Wyoming's outstanding
shares, voting in person or by proxy, at its annual meeting of stockholders held
on June 13, 2001. The reincorporation was accomplished by merging BioSante
Wyoming with and into BioSante Pharmaceuticals, Inc., a Delaware corporation and
a wholly-owned subsidiary of BioSante Wyoming ("BioSante Delaware"), with
BioSante Delaware surviving and continuing to operate the business of the
combined entity under the name, BioSante Pharmaceuticals, Inc. The combined
entity resulting from the merger of BioSante Wyoming with and into BioSante
Delaware is referred to as "BioSante" in this report.

In connection with the merger, each issued and outstanding share of BioSante
Delaware (all of which were owned by BioSante Wyoming ) was retired and canceled
and each issued and outstanding share of common stock and class C stock of
BioSante Wyoming was automatically converted into one share of common stock or
class C stock, as the case may be, of BioSante Delaware, $0.0001 par value per
share. As a result of the merger, the certificate of incorporation and bylaws of
BioSante Delaware became the certificate of incorporation and bylaws of the
surviving corporation. Copies of BioSante's certificate of incorporation and
bylaws have been filed as exhibits to this report and are incorporated herein by
reference. Reference is also made to BioSante Wyoming's definitive proxy
statement as filed with the Securities and Exchange Commission on April 30,
2001.

SECURITIES REGISTERED UNDER THE SECURITIES EXCHANGE ACT OF 1934

Pursuant to paragraph (a) of Rule 12g-3 promulgated under the Securities
Exchange Act of 1934, as amended, BioSante Delaware's common stock is deemed
registered under Section 12(g) of the Exchange Act.

DESCRIPTION OF SECURITIES

AUTHORIZED SHARES

BioSante is authorized to issue 100,000,000 shares of common stock, $0.0001 par
value per share, and 10,000,000 shares of undesignated preferred stock, $0.0001
par value per share. The following is a summary of the material terms and
provisions of BioSante's capital stock. Because it is a summary, it does not
include all of the information that is included in BioSante's certificate of
incorporation. The following description does not purport to be complete and is
qualified by reference to BioSante's certificate of incorporation and bylaws and
applicable law. Copies of BioSante's certificate of incorporation and bylaws
have been filed as exhibits to this report.




COMMON STOCK

BioSante is authorized to issue 100,000,000 shares of common stock, of which
63,208,798 shares were issued and outstanding as of October 31, 2001. Each share
of common stock entitles its holder to one vote per share. Holders of common
stock are entitled to receive dividends as and when declared by BioSante's Board
of Directors from time to time out of funds properly available to the payment of
dividends. Subject to the liquidation rights of any outstanding preferred stock,
the holders of common stock are entitled to share pro rata in the distribution
of the remaining assets of BioSante upon a liquidation, dissolution or winding
up of BioSante. The holders of common stock have no cumulative voting,
preemptive, subscription, conversion, redemption or sinking fund rights.

CLASS C SPECIAL STOCK

BioSante is authorized to issue 4,687,684 shares of class C special stock, of
which 4,676,024 shares were issued and outstanding as of October 31, 2001. Each
share of class C special stock entitles its holder to one vote per share. Each
share of class C special stock is exchangeable, at the option of the holder, for
one share of common stock, at an exchange price of $0.25 per share, subject to
adjustment upon certain capitalization events. Holders of class C special stock
are not entitled to receive dividends. Holders of class C special stock are not
entitled to participate in the distribution of BioSante's assets upon any
liquidation, dissolution or winding-up of BioSante. The holders of class C
special stock have no cumulative voting, preemptive, subscription, redemption or
sinking fund rights.

UNDESIGNATED PREFERRED STOCK

BioSante is authorized to issue 10,000,000 shares of preferred stock, none of
which were issued and outstanding as of October 31, 2001. BioSante's Board of
Directors is authorized to issue one or more series of preferred stock with such
rights, privileges, restrictions and conditions as the Board may determine. The
preferred stock, if issued, may be entitled to rank senior to BioSante's common
stock with respect to the payment of dividends and the distributions of assets
in the event of a liquidation, dissolution or winding-up of BioSante.

OPTIONS AND WARRANTS

As of October 31, 2001, BioSante had outstanding options to purchase an
aggregate of 6,994,657 shares of common stock at a weighted average exercise
price of $0.38 per share. All outstanding options provide for antidilution
adjustments in the event of certain mergers, consolidations, reorganizations,
recapitalizations, stock dividends, stock splits or other similar changes in
BioSante's corporate structure and shares of its capital stock. As of October
31, 2001, BioSante had outstanding warrants to purchase an aggregate of
16,447,500 shares of common stock at a weighted average exercise price of $0.37
per share with a majority of those warrants having a five-year term. The
warrants provide for antidilution adjustments in the event of certain mergers,
consolidations, reorganizations, recapitalizations, stock dividends, stock
splits or other changes in BioSante's corporate structure and, subject to
certain exceptions, the issuance by BioSante of any securities for a purchase
price of less than $0.40 per share.





REGISTRATION RIGHTS

The holders of the common stock and warrants purchased in BioSante's April 2001
private placement are entitled to certain registration rights under the
Securities Act of 1933, as amended. We were required to file a registration
statement to register under the Securities Act the resale of the shares of
BioSante common stock underlying the shares of common stock and warrants
purchased in BioSante's April 2001 private placement. This registration
statement was declared effective on September 19, 2001 and BioSante is required
to use its reasonable best efforts to cause the registration statement to remain
effective until the earlier of (1) the sale of all the shares of BioSante common
stock covered by the registration statement; or (2) such time as the selling
stockholders named in the registration statement become eligible to resell the
shares of BioSante common stock and the shares of BioSante common stock issuable
upon exercise of the warrants pursuant to Rule 144(k) under the Securities Act.

The holders of the common stock and warrants purchased in BioSante's May 1999
private placement are entitled to certain registration rights under the
Securities Act. If at any time after BioSante becomes listed on Nasdaq, the
holders of a specified amount of these registrable shares request that BioSante
file a registration statement covering the shares, BioSante must use its
commercially reasonable efforts to cause these shares to be registered. BioSante
is not required to file more than two registration statements under these demand
rights or more than one registration statement in any twelve-month period. In
addition, the holders of these registrable shares are entitled to have their
shares included in certain registration statements filed by BioSante. All of the
shares of common stock underlying the warrants were registered for resale under
the registration statement referred to in the immediately preceding paragraph.
These registration rights will terminate as to any registrable shares when such
registrable shares are effectively registered and sold by the holder thereof or
when such registrable shares are sold pursuant to Rule 144(k) or are sold
pursuant to Rule 144 under the Securities Act.

ANTI-TAKEOVER PROVISIONS OF BIOSANTE'S CERTIFICATE OF INCORPORATION AND BYLAWS
AND DELAWARE LAW

Certain provisions of BioSante's certificate of incorporation and bylaws, as
well as provisions of Delaware law, could make it more difficult for a third
party to acquire BioSante, even if doing so would be beneficial to BioSante's
stockholders. These provisions include:

         o        authorization of the issuance of "blank check" preferred stock
                  that could be issued by BioSante's Board of Directors to
                  increase the number of outstanding shares and thwart a
                  takeover attempt;

         o        prohibition on cumulative voting in the election of directors,
                  which would otherwise allow less than a majority of
                  stockholders to elect director candidates;

         o        restrictions on who may call a special meeting of BioSante's
                  stockholders; and

         o        advance notice procedures for stockholder proposals and
                  director nominations.





BioSante is also subject to Section 203 of the Delaware General Corporation Law.
In general, Section 203 prohibits a publicly held Delaware corporation from
engaging in a business combination with an interested stockholder for a period
of three years following the date the person became an interested stockholder,
unless the business combination or the transaction in which the person became an
interested stockholder is approved in a prescribed manner. Generally, a business
combination includes a merger, asset or stock sale, or other transaction
resulting in a financial benefit to the interested stockholder. Generally, an
interested stockholder is a person who, together with affiliates and associates,
owns or, in the case of affiliates or associates of the corporation, within
three years prior to the determination of interested stockholder status, did own
15% or more of a corporation's voting stock. The existence of this provision
could have anti-takeover effects with respect to transactions not approved in
advance by BioSante's Board of Directors, such as discouraging takeover attempts
that might result in a premium over the market price of BioSante's common stock.

LIMITATIONS ON LIABILITY OF DIRECTORS AND INDEMNIFICATION

BioSante's certificate of incorporation limits its directors' liability to the
fullest extent permitted under Delaware corporate law. Specifically, BioSante's
directors are not liable to BioSante or its stockholders for monetary damages
for any breach of fiduciary duty by a director, except for liability for:

         o        any breach of the director's duty of loyalty to BioSante or
                  its stockholders;

         o        acts or omissions not in good faith or which involve
                  intentional misconduct or a knowing violation of law;

         o        dividends or other distributions of BioSante's corporate
                  assets that are in contravention of restrictions in Delaware
                  law, its certificate of incorporation, bylaws or any agreement
                  to which BioSante is a party; and

         o        any transaction from which a director derives an improper
                  personal benefit.

This provision generally does not limit liability under federal or state
securities laws.

Delaware law, and BioSante's certificate of incorporation, provide that BioSante
will, in some situations, indemnify any person made or threatened to be made a
party to a proceeding by reason of that person's former or present official
capacity with BioSante against judgments, penalties, fines, settlements and
reasonable expenses including reasonable attorney's fees. Any person is also
entitled, subject to some limitations, to payment or reimbursement of reasonable
expenses in advance of the final disposition of the proceeding.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.

         (a)  FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED.

              Not applicable.





         (b)  PRO FORMA FINANCIAL INFORMATION.

              Not applicable.

         (c)  EXHIBITS.

     EXHIBIT NO.                     EXHIBIT
     -----------                     -------

         3.1      Amended and Restated Certificate of Incorporation of BioSante
                  Pharmaceuticals, Inc.

         3.2      Bylaws of BioSante Pharmaceuticals, Inc.












                                    SIGNATURE


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


                                                BIOSANTE PHARMACEUTICALS, INC.


                                                By:  /s/ STEPHEN M. SIMES
                                                   -----------------------------
                                                   Stephen M. Simes
                                                   VICE CHAIRMAN, PRESIDENT AND
                                                   CHIEF EXECUTIVE OFFICER
Dated:  November 20, 2001







                         BIOSANTE PHARMACEUTICALS, INC.

                                    FORM 8-K

                                INDEX TO EXHIBITS




   Exhibit No.                              Exhibit                          Method of Filing
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       3.1          Amended and Restated Certificate of Incorporation of     Incorporated by reference to
                    BioSante Pharmaceuticals, Inc........................... Exhibit.3.1 contained in
                                                                             BioSante's Registration Statement
                                                                             on Form SB-2 (File No. 333-64218)

       3.2          Bylaws of BioSante Pharmaceuticals, Inc................. Incorporated by reference to
                                                                             Exhibit 3.2 contained in
                                                                             BioSante's Registration Statement
                                                                             on Form SB-2 (File No. 333-64218)