<PAGE>

        As filed with the Securities and Exchange Commission on December 6, 1999
                                            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                                    13-3197002

(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
 Incorporation or Organization)

                          ___________________________
                        9333 Genesee Avenue, Suite 200
                          San Diego, California 92121
                                (858) 587-9333
                   (Address Of Principal Executive Offices)
                          ___________________________

                       1997 Incentive Stock Option Plan
                       Options to Purchase Common Stock
       Hollis-Eden Pharmaceuticals, Inc. Discretionary Contribution Plan
                           (Full Title Of The Plan)
                          ___________________________

                               Richard B. Hollis
                         Chairman of the Board and CEO
                       Hollis-Eden Pharmaceuticals, Inc.
                        9333 Genesee Avenue, Suite 200
                          San Diego, California 92121
                                (858) 587-9333
(Name, Address, Including Zip Code, And Telephone Number, Including Area Code,
                             Of Agent For Service)
                          ___________________________
                                  Copies to:
                             Eric J. Loumeau, Esq.
                       Hollis-Eden Pharmaceuticals, Inc.
                        9333 Genesee Avenue, Suite 200
                          San Diego, California 92121
                                (858) 587-9333
                          ___________________________
                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
====================================================================================================================================

 Title of Securities to        Amount to be       Proposed Maximum Offering     Proposed Maximum Aggregate   Amount of
 be Registered                  Registered          Price Per Share (1)            Offering Price (1)        Registration Fee
------------------------------------------------------------------------------------------------------------------------------------
<S>                           <C>                 <C>                           <C>                          <C>
Common Stock, par value        1,556,965          $11.47(2)                     $ 17,860,151(2)              $4,715
 $.01
====================================================================================================================================
Common Stock, par value          692,869          $12.94(3)                     $  8,965,725(3)              $2,367
 $.01
====================================================================================================================================
Common Stock, par value          300,000          $16.63(4)                     $  4,989,000(4)              $1,317
 $.01
====================================================================================================================================
</TABLE>

(1) Estimated solely for the purpose of calculating the amount of the
    registration fee pursuant to Rules 457(c) and (h)(1) of the Securities Act
    of 1933, as amended (the "Act").

(2) The price per share and aggregate offering price are calculated based upon
    the weighted average of $6.75 to $16.75, the exercise price for 1,556,965
    shares subject to outstanding options granted under the Registrant's 1997
    Incentive Stock Option Plan (the "Option Plan")

(3) The price per share and aggregate offering price are calculated based upon
    the average of the high and low prices of Registrant's Common Stock on
    December 3, 1999 as reported on the Nasdaq National Market for the remaining
    642,869 shares subject to the Option Plan and 50,000 shares subject to the
    Hollis-Eden Pharmaceuticals, Inc. Discretionary Contribution Plan (the
    "Contribution Plan").

(4) The price per share and aggregate offering price are calculated based upon
    $16.63 the exercise price for 300,000 shares subject to outstanding options
    granted outside the Registrant's 1997 Incentive Stock Option Plan.

(5) In addition, pursuant to Rule 416(c) under the Act, this registration
    statement also covers an indeterminate amount of interests to be offered or
    sold pursuant to the Contribution Plan.
<PAGE>

                                    PART II

                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following documents filed by Hollis-Eden Pharmaceuticals, Inc., (the
"Company" or the "Registrant"), with the Securities and Exchange Commission are
incorporated by reference into this Registration Statement:

 .  Registrant's Annual Report on Form 10-K for the year ended December 31, 1998;

 .  Registrant's Quarterly Reports on Form 10-Q for the quarter ended March 31,
   1999, June 30, 1999 and September 30, 1999;

 .  Registrant's Notice of Annual Meeting and Proxy Statement for the 1999 Annual
   Meeting of Stockholders:

 .  Registrant's Current Reports on form 8-K filed February 2, 1999, November 24,
   1999 and November 30, 1999; and

 .  The description of Registrant's capital stock contained in registration
   statement on Form S-4, No. 333-18725, as amended.

     All reports and other documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing
of a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part of this
registration statement from the date of the filing of such reports and
documents.

                   INDEMNIFICATION OF DIRECTORS AND OFFICERS

     The Registrant's Bylaws provide that the Registrant shall indemnify its
directors and executive officers and may indemnify its other officers, employees
and other agents to the fullest extent permitted by Delaware law.  The
Registrant is also empowered under its Bylaws to enter into indemnification
contracts with its directors and officers and to purchase insurance on behalf of
any person whom it is required or permitted to indemnify.  In addition, the
Registrant is required, subject to certain exceptions, to advance all expenses
incurred by any director or executive officer in connection with a completed,
pending or threatened action, suit or proceeding upon receipt of an undertaking
by such director or executive officer to repay all amounts advanced by the
Registrant on such person's behalf if it is ultimately determined that such
person is not entitled to be indemnified under the Bylaws or otherwise.

     The Registrant's Certificate of Incorporation provides that to the fullest
extent permitted under Delaware law, the Registrant's directors will not be
personally liable to the Registrant and its stockholders for monetary damages
for any breach of a director's fiduciary duty.  The Certificate of Incorporation
does not, however, eliminate the duty of care, and in appropriate circumstances,
equitable remedies such as an injunction or other forms of non-monetary relief
would remain available under Delaware law.  Each director is subject to
liability for breach of the director's duty of loyalty to the Registrant, for
acts or omissions not in good faith or
<PAGE>

involving intentional misconduct or knowing violations of law, for any
transaction from which the director derived an improper personal benefit and for
improper distributions to stockholders and loans to directors and officers. This
provision does not affect a director's responsibilities under any other laws,
such as the federal securities laws or state or federal environmental laws.

     The Registrant maintains directors' and officers' liability insurance.


                                   EXHIBITS


     Exhibit
     Number        Description

       5.1         Opinion of Cooley Godward LLP

       23.1        Consent of BDO Seidman, LLP, Independent Auditors

       23.2        Consent of Cooley Godward LLP is contained in Exhibit 5.1 to
                   this Registration Statement

       24          Power of Attorney is contained on the signature pages.

       99.1        1997 Incentive Stock Option Plan, as amended

       99.2        Hollis-Eden Pharmaceuticals, Inc. Discretionary Contribution
                   Plan and Trust Agreement



UNDERTAKING PURSUANT TO ITEM 8(b).  The Registrant undertakes to have the
Contribution Plan and all amendments to such plan submitted to the Internal
Revenue Service in a timely manner and to make all changes required by the
Internal Revenue Service in order to maintain the qualification of the
Contribution Plan under Section 401 of the Internal Revenue Code of 1986, as
amended.
<PAGE>

UNDERTAKINGS

1.   The undersigned registrant hereby undertakes:

     (a)  To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement :

               (i)    To include any prospectus required by section 10(a)(3) of
the Securities Act;

               (ii)   To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement.

               (iii)  To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;

     Provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference herein.

     (b)  That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (c)  To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

2.   The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

3.   Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the
<PAGE>

Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.

                                  SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of San Diego, State of California, on December 1, 1999.

                                    Hollis-Eden Pharmaceuticals, Inc.

                                    By  /s/  Richard B. Hollis
                                        ----------------------
                                         Richard B. Hollis,
                                         Chairman of the Board and
                                         Chief Executive Officer

                               POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Richard B. Hollis, Daniel D. Burgess and
Robert W. Weber and each or any one of them, his true and lawful attorney-in-
fact and agent, with full power of substitution and resubstitution, for him and
in his name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection therewith, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said attorneys-in-
fact and agents, or any of them, or their or his substitutes or substitute, may
lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
<PAGE>

<TABLE>
<CAPTION>
Signature                                               Title                                Date
<S>                                                    <C>                                   <C>
/s/ Richard B. Hollis                                   Chairman of the Board and Chief      December 1, 1999
---------------------------------------                 Executive Officer (Principal
Richard B. Hollis                                       Executive Officer)

/s/ Daniel D. Burgess                                   Chief Operating Officer / Chief      December 2, 1999
---------------------------------------                 Financial Officer (Principal
Daniel D. Burgess                                       Financial Officer)

/s/ Robert W. Weber                                     Vice President - Controller and      December 1, 1999
---------------------------------------                 Chief Accounting Officer
Robert W. Weber                                         (Principal Accounting Officer)

---------------------------------------                 Director                             December__, 1999
J. Paul Bagley III

/s/ Leonard Makowka                                     Director                             December 3, 1999
---------------------------------------
Leonard Makowka

----------------------------------------                Director                             December__, 1999
Brendan R. McDonnell

/s/ Thomas Charles Merigan, Jr.                         Chairman of Scientific Advisory      November 30, 1999
---------------------------------------                 Board and Director
Thomas Charles Merigan, Jr.

/s/ William H. Tilley
---------------------------------------
William H. Tilley                                       Director                             December 1, 1999

/s/ Salvatore J. Zizza
---------------------------------------                 Director                             November 30, 1999
Salvatore J. Zizza
</TABLE>
<PAGE>

                                 EXHIBIT INDEX

Exhibit
 Number   Description

  5.1     Opinion of Cooley Godward LLP

 23.1     Consent of BDO Seidman, LLP, Independent Auditors

 23.2     Consent of Cooley Godward LP is contained in Exhibit 5.1 to this
          Registration Statement

 24       Power of Attorney is contained on the signature pages

 99.1     1997 Incentive Stock Option Plan, as amended

 99.2     Hollis-Eden Pharmaceuticals, Inc. Discretionary Contribution Plan and
          Trust Agreement
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 18545}]
{"company-data": {"conformed-name": "HOLLIS EDEN PHARMACEUTICALS INC /DE/", "cik": "0000899394", "assigned-sic": "2834", "irs-number": "133697002", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-92185", "film-number": "99769624"}, "business-address": {"street1": "9333 GENESEE AVENUE", "street2": "SUITE 110", "city": "SAN DIEGO", "state": "CA", "zip": "92121", "phone": "6195879333"}, "mail-address": {"street1": "9333 GENESEE AVENUE", "street2": "SUITE 110", "city": "SAN DIEGO", "state": "CA", "zip": "92121"}, "former-company": {"former-conformed-name": "INITIAL ACQUISITION CORP", "date-changed": "19930329"}}
As filed with the Securities and Exchange Commission on December 6, 1999
                                            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                                    13-3197002

(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
 Incorporation or Organization)

                          ___________________________
                        9333 Genesee Avenue, Suite 200
                          San Diego, California 92121
                                (858) 587-9333
                   (Address Of Principal Executive Offices)
                          ___________________________

                       1997 Incentive Stock Option Plan
                       Options to Purchase Common Stock
       Hollis-Eden Pharmaceuticals, Inc. Discretionary Contribution Plan
                           (Full Title Of The Plan)
                          ___________________________

                               Richard B. Hollis
                         Chairman of the Board and CEO
                       Hollis-Eden Pharmaceuticals, Inc.
                        9333 Genesee Avenue, Suite 200
                          San Diego, California 92121
                                (858) 587-9333
(Name, Address, Including Zip Code, And Telephone Number, Including Area Code,
                             Of Agent For Service)
                          ___________________________
                                  Copies to:
                             Eric J. Loumeau, Esq.
                       Hollis-Eden Pharmaceuticals, Inc.
                        9333 Genesee Avenue, Suite 200
                          San Diego, California 92121
                                (858) 587-9333
                          ___________________________
                        CALCULATION OF REGISTRATION FEE
====================================================================================================================================

 Title of Securities to        Amount to be       Proposed Maximum Offering     Proposed Maximum Aggregate   Amount of
 be Registered                  Registered          Price Per Share (1)            Offering Price (1)        Registration Fee
------------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value        1,556,965          $11.47(2)                     $ 17,860,151(2)              $4,715
 $.01
====================================================================================================================================
Common Stock, par value          692,869          $12.94(3)                     $  8,965,725(3)              $2,367
 $.01
====================================================================================================================================
Common Stock, par value          300,000          $16.63(4)                     $  4,989,000(4)              $1,317
 $.01
====================================================================================================================================
(1) Estimated solely for the purpose of calculating the amount of the
    registration fee pursuant to Rules 457(c) and (h)(1) of the Securities Act
    of 1933, as amended (the "Act").

(2) The price per share and aggregate offering price are calculated based upon
    the weighted average of $6.75 to $16.75, the exercise price for 1,556,965
    shares subject to outstanding options granted under the Registrant's 1997
    Incentive Stock Option Plan (the "Option Plan")

(3) The price per share and aggregate offering price are calculated based upon
    the average of the high and low prices of Registrant's Common Stock on
    December 3, 1999 as reported on the Nasdaq National Market for the remaining
    642,869 shares subject to the Option Plan and 50,000 shares subject to the
    Hollis-Eden Pharmaceuticals, Inc. Discretionary Contribution Plan (the
    "Contribution Plan").

(4) The price per share and aggregate offering price are calculated based upon
    $16.63 the exercise price for 300,000 shares subject to outstanding options
    granted outside the Registrant's 1997 Incentive Stock Option Plan.

(5) In addition, pursuant to Rule 416(c) under the Act, this registration
    statement also covers an indeterminate amount of interests to be offered or
    sold pursuant to the Contribution Plan.
PART II

                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following documents filed by Hollis-Eden Pharmaceuticals, Inc., (the
"Company" or the "Registrant"), with the Securities and Exchange Commission are
incorporated by reference into this Registration Statement:

 .  Registrant's Annual Report on Form 10-K for the year ended December 31, 1998;

 .  Registrant's Quarterly Reports on Form 10-Q for the quarter ended March 31,
   1999, June 30, 1999 and September 30, 1999;

 .  Registrant's Notice of Annual Meeting and Proxy Statement for the 1999 Annual
   Meeting of Stockholders:

 .  Registrant's Current Reports on form 8-K filed February 2, 1999, November 24,
   1999 and November 30, 1999; and

 .  The description of Registrant's capital stock contained in registration
   statement on Form S-4, No. 333-18725, as amended.

     All reports and other documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing
of a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part of this
registration statement from the date of the filing of such reports and
documents.

                   INDEMNIFICATION OF DIRECTORS AND OFFICERS

     The Registrant's Bylaws provide that the Registrant shall indemnify its
directors and executive officers and may indemnify its other officers, employees
and other agents to the fullest extent permitted by Delaware law.  The
Registrant is also empowered under its Bylaws to enter into indemnification
contracts with its directors and officers and to purchase insurance on behalf of
any person whom it is required or permitted to indemnify.  In addition, the
Registrant is required, subject to certain exceptions, to advance all expenses
incurred by any director or executive officer in connection with a completed,
pending or threatened action, suit or proceeding upon receipt of an undertaking
by such director or executive officer to repay all amounts advanced by the
Registrant on such person's behalf if it is ultimately determined that such
person is not entitled to be indemnified under the Bylaws or otherwise.

     The Registrant's Certificate of Incorporation provides that to the fullest
extent permitted under Delaware law, the Registrant's directors will not be
personally liable to the Registrant and its stockholders for monetary damages
for any breach of a director's fiduciary duty.  The Certificate of Incorporation
does not, however, eliminate the duty of care, and in appropriate circumstances,
equitable remedies such as an injunction or other forms of non-monetary relief
would remain available under Delaware law.  Each director is subject to
liability for breach of the director's duty of loyalty to the Registrant, for
acts or omissions not in good faith or
involving intentional misconduct or knowing violations of law, for any
transaction from which the director derived an improper personal benefit and for
improper distributions to stockholders and loans to directors and officers. This
provision does not affect a director's responsibilities under any other laws,
such as the federal securities laws or state or federal environmental laws.

     The Registrant maintains directors' and officers' liability insurance.

                                   EXHIBITS

     Exhibit
     Number        Description

       5.1         Opinion of Cooley Godward LLP

       23.1        Consent of BDO Seidman, LLP, Independent Auditors

       23.2        Consent of Cooley Godward LLP is contained in Exhibit 5.1 to
                   this Registration Statement

       24          Power of Attorney is contained on the signature pages.

       99.1        1997 Incentive Stock Option Plan, as amended

       99.2        Hollis-Eden Pharmaceuticals, Inc. Discretionary Contribution
                   Plan and Trust Agreement

UNDERTAKING PURSUANT TO ITEM 8(b).  The Registrant undertakes to have the
Contribution Plan and all amendments to such plan submitted to the Internal
Revenue Service in a timely manner and to make all changes required by the
Internal Revenue Service in order to maintain the qualification of the
Contribution Plan under Section 401 of the Internal Revenue Code of 1986, as
amended.
UNDERTAKINGS

1.   The undersigned registrant hereby undertakes:

     (a)  To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement :

               (i)    To include any prospectus required by section 10(a)(3) of
the Securities Act;

               (ii)   To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement.

               (iii)  To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;

     Provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference herein.

     (b)  That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (c)  To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

2.   The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

3.   Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.

                                  SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of San Diego, State of California, on December 1, 1999.

                                    Hollis-Eden Pharmaceuticals, Inc.

                                    By  /s/  Richard B. Hollis
                                        ----------------------
                                         Richard B. Hollis,
                                         Chairman of the Board and
                                         Chief Executive Officer

                               POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Richard B. Hollis, Daniel D. Burgess and
Robert W. Weber and each or any one of them, his true and lawful attorney-in-
fact and agent, with full power of substitution and resubstitution, for him and
in his name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection therewith, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said attorneys-in-
fact and agents, or any of them, or their or his substitutes or substitute, may
lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature                                               Title                                Date
/s/ Richard B. Hollis                                   Chairman of the Board and Chief      December 1, 1999
---------------------------------------                 Executive Officer (Principal
Richard B. Hollis                                       Executive Officer)

/s/ Daniel D. Burgess                                   Chief Operating Officer / Chief      December 2, 1999
---------------------------------------                 Financial Officer (Principal
Daniel D. Burgess                                       Financial Officer)

/s/ Robert W. Weber                                     Vice President - Controller and      December 1, 1999
---------------------------------------                 Chief Accounting Officer
Robert W. Weber                                         (Principal Accounting Officer)

---------------------------------------                 Director                             December__, 1999
J. Paul Bagley III

/s/ Leonard Makowka                                     Director                             December 3, 1999
---------------------------------------
Leonard Makowka

----------------------------------------                Director                             December__, 1999
Brendan R. McDonnell

/s/ Thomas Charles Merigan, Jr.                         Chairman of Scientific Advisory      November 30, 1999
---------------------------------------                 Board and Director
Thomas Charles Merigan, Jr.

/s/ William H. Tilley
---------------------------------------
William H. Tilley                                       Director                             December 1, 1999

/s/ Salvatore J. Zizza
---------------------------------------                 Director                             November 30, 1999
Salvatore J. Zizza
EXHIBIT INDEX

Exhibit
 Number   Description

  5.1     Opinion of Cooley Godward LLP

 23.1     Consent of BDO Seidman, LLP, Independent Auditors

 23.2     Consent of Cooley Godward LP is contained in Exhibit 5.1 to this
          Registration Statement

 24       Power of Attorney is contained on the signature pages

 99.1     1997 Incentive Stock Option Plan, as amended

 99.2     Hollis-Eden Pharmaceuticals, Inc. Discretionary Contribution Plan and
          Trust Agreement