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~~September 21, 2009

ARBIOS SYSTEMS, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware

Delaware	000-32603	91-1955323
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

(State or Other Jurisdiction of Incorporation)

80 Commerce Drive Allendale, New Jersey	07401
(Address of principal executive offices)	(Zip Code)

000-32603 (Commission File Number)	91-1955323 (I.R.S. Employer Identification No.)
200 E. Del Mar Boulevard, #320 Pasadena. California (Address of Principal Executive Offices)	91105 (Zip Code)

200 E. Del Mar Boulevard, #320

~~(626) 356-3105~~Pasadena, California91105

(~~Registrant’s Telephone~~Former ~~Number~~name or former address, ~~Including~~if ~~Area~~changed ~~Code~~since last report)

~~______________________________~~Registrant’s telephone number, including area code: (201) 995-1919

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following ~~provisions~~ ~~(See General Instruction A.2 below)~~provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~ITEM 2~~Item 5.01 ~~COMPLETION~~ Changes OFin ~~ACQUISITION~~Control ORof ~~DISPOSITION OF ASSETS~~Registrant

~~In connection~~On ~~with~~September ~~the~~21, ~~sale~~2009 by Arbios Systems, Inc.’s ~~(the~~previously ~~“Company”)~~disclosed ofconfirmed ~~all~~Chapter ~~of its~~11 ~~assets~~Plan ~~related~~of toReorganization ~~the~~in ~~bioartificial~~Arbios’ ~~liver~~Chapter ~~device~~11 ~~known~~Bankruptcy asfiling ~~“HepatAssist”~~in ~~to HepaLife~~the ~~Technologies,~~United ~~Inc.,~~States aBankruptcy ~~Florida~~Court ~~corporation~~for ~~(“HepaLife”), on October 3, 2008,~~ the ~~Company~~District ~~received,~~of ~~among other consideration~~Delaware, aCase ~~five-year~~No. ~~Series D warrant to purchase up to 750~~09-10082,~~000~~ ~~shares~~became ~~of HepaLife’s common stock at an exercise price of $0~~effective.~~35 per share (the “Warrant”).~~ InPursuant ~~consideration for the HepatAssist assets, HepaLife also agreed~~ to ~~pay~~ the ~~Company~~terms ~~$200,000 in cash (the “Deferred Purchase Price”) upon the earlier~~ of ~~(i)~~ the ~~date~~Chapter on11 ~~which HepaLife has received in the aggregate more than $4~~Plan,~~000,000~~ inamong ~~debt~~other ~~or equity financings~~things, as orof ~~(ii)~~the ~~April~~effective ~~3, 2010. To~~ date~~, HepaLife has not raised $4,000,000.~~:

~~Pursuant to~~· aAll ~~Bankruptcy~~of ~~Court~~Arbios’ ~~Order,~~currently onexisting ~~April~~equity 22(including, ~~2009,~~but ~~the~~not ~~Company~~limited ~~sold the Warrant back~~ to, ~~HepaLife~~all inof ~~consideration~~its ~~for~~outstanding ~~the~~common ~~early~~and ~~payment~~preferred shares of ~~the $200~~stock,~~000~~ ~~Deferred Purchase Price~~warrants, ~~which~~and ~~funds~~options) were ~~received~~canceled byas ~~the Company on April 22, 2009. The closing price~~ of ~~HepaLife’s common stock on~~ the ~~OTC Bulletin~~effective ~~Board on April 22, 2009 was $0~~date.~~19 per share.~~

~~ITEM 8.01 OTHER~~· ~~EVENTS~~The company issued to Arbios Acquisition Partners, LLC an unrelated, privately held company, and its designees, who were the funders under the Chapter 11 Plan, an aggregate of 45 million new shares of common stock representing 90% of Arbios’ newly issued shares.

On· ~~March 9,~~The ~~2009,~~company ~~the~~issued ~~Company entered into binding Term Sheet (the “Term Sheet”) with Arbios Acquisitions Partners, LLC (“AAP”) pursuant~~ to ~~which~~ the Company’s ~~agreed, subject~~existing toshareholders ~~the~~an ~~approval~~aggregate of ~~the~~5 ~~United~~million ~~States~~new ~~Bankruptcy~~shares ~~Court for the District~~ of ~~Delaware~~common ~~(the~~stock ~~“Bankruptcy~~equal ~~Court”),~~ to ~~(i)~~10% ~~cancel all~~ of ~~the~~its ~~Company’s currently~~newly ~~existing~~issued ~~equity~~shares ~~(including,~~pro ~~but not limited to~~rata, ~~any~~which ~~and~~replaces ~~all outstanding~~the ~~common~~canceled ~~and preferred~~ shares of common stock,. ~~warrants,~~As ~~and~~a ~~options)~~result, ~~and (ii)~~pursuant ~~issue new shares of its common stock~~ to ~~AAP~~the ~~representing~~Chapter ~~90%~~11 ofPlan, ~~the~~1 newly issued ~~shares~~share of ~~the~~Arbios ~~Company~~common instock ~~exchange~~replaced ~~for~~every ~~a $1,000,000 cash payment~~4. ~~The~~87 ~~existing~~canceled ~~shareholders~~shares of ~~the~~Arbios ~~Company~~common ~~would~~stock ~~receive~~held ~~the remaining~~by ~~10%~~Arbios ofshareholders ~~the~~as ~~newly issued shares~~ of ~~the~~September ~~Company~~21, 2009.

On· ~~April 21,~~The ~~2009~~officers ~~the Bankruptcy Court issued a number of orders, dated April 20, 2009, one of which approved certain terms in the Term Sheet~~ and ~~one~~directors ofprior ~~which conditionally approved the plan of reorganization as a disclosure statement, and allowing the Company~~ to ~~solicit votes on~~ the ~~plan. Accordingly,~~effective ~~the Company~~date ~~mailed the plan~~ of ~~reorganization/disclosure statement (including~~ the ~~ballots~~ toChapter ~~accept~~11 orPlan ~~reject~~resigned ~~the~~and ~~Term~~new ~~Sheet~~officers and ~~the~~directors ~~related~~were ~~plan~~elected, ~~of reorganization)~~as todescribed ~~all~~under ofItem ~~the~~5.02 ~~holders of claims against the Company and to all of the Company’s stockholders~~below.

ToIn ~~date, as~~consideration ~~required~~for byissuing the ~~Term~~new ~~Sheet~~shares to them, ~~AAP~~Arbios ~~has~~Acquisition ~~made~~Partners anand ~~initial~~its ~~payment~~designees ofpaid the company $~~100~~800,000 ~~to the~~in ~~Company~~cash. AsOf athe ~~result~~45 million new shares of ~~the~~common ~~Bankruptcy~~stock ~~Court’s~~issuable ~~April~~to 21Arbios Acquisition Partners and its designees, ~~2009~~Arbios Acquisition Partners were 30 million ~~order~~shares as of the effective date of the Chapter 11 Plan, ~~AAP~~representing is60% ~~now~~of ~~required~~the toissued ~~make~~and aoutstanding ~~second~~new ~~payment~~shares of common stock for $~~100~~533,~~000~~333, toand ~~the Company. AAP~~Arbios ~~has~~Acquisition ~~informed~~Partners’ ~~the~~ten ~~Company~~designees, ~~that~~none ~~the~~of ~~second~~which are affiliated with Arbios Acquisition Partners, were issued 15 million shares for $~~100~~266,~~000~~667 ~~cash payment~~as ~~will~~of bethe ~~made~~effective ~~within~~date of the ~~next~~Chapter ~~few~~11 ~~days~~Plan, which has been paid.

IfArbios ~~AAP does~~Acquisition ~~not~~Partners ~~make~~has ~~the~~advised ~~second $100,000 payment,~~ the Company ~~will~~that ~~have~~ the ~~right~~remaining ~~to retain the initial~~ $~~100~~200,000 ~~payment~~called ~~and~~for tounder ~~either~~the ~~withdraw~~Chapter ~~the~~11 ~~plan~~Plan ~~of reorganization,~~will ~~terminate~~be provided in the ~~plan~~future ofon ~~reorganization,~~an ~~and/or~~as-needed ~~enter~~basis ~~into~~on ~~an alternative~~terms ~~transaction~~and ~~with~~conditions ~~other~~to ~~parties~~be determined.

Arbios Acquisition Partners, LLC was founded by Thomas J. Fagan to fund Arbios in consideration for 90% of Arbios’ new common stock in connection with Arbios’ reorganization as provided Arbios’ Chapter 11 Plan. Mr. Fagan is the sole Manager of Arbios Acquisition Partners. Energex Systems, Inc., a developer, manufacturer and marketer of patented medical technologies, currently owns approximately 85% of the membership interests of Arbios Acquisition Partners. Thomas Fagan is the Chairman of the Board, President, Chief Executive Officer and a director and the principal stockholder of Energex.

Arbios believes that the funds used by Arbios Acquisition Partners and its desginees to purchase their respective new shares of common stock were raised by Arbios Acquisition Partners through the private sale of Arbios Acquisition Partners membership interests, and were personal funds of the designees, respectively.

Details regarding Arbios Chapter 11 bankruptcy filing and the related Chapter 11 Plan were disclosed in Arbios’ previous reports filed with the Securities and Exchange Commission.

Item 5.02

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

On September 21, 2009, the effective date of Arbios’ Chapter 11 Plan, the existing members of the Company’s board of directors and the company’s officers resigned from their respective positions and the new officers and directors of the company were named, pursuant to the terms of the Chapter 11 Plan described in Item 5.01.

The resigning members of Arbios’ board were John Vierling, M.D., Chairman of the Board, Amy Factor, Vice Chairman of the Board, Jack Stover, Thomas Seoh, Thomas Tully and Dennis Kogod. As of the effective date of the Chapter 11 Plan, the new directors of the Company are Thomas Fagan, who serves as Chairman of the Board of Directors, and John Desiderio.

The resigning officers of the company are Shawn Cain, who served as the company’s President and Chief Executive Officer, and Scott Hayashi, who served as the company’s Chief Financial Officer. As of the effective date of the Chapter 11 Plan, Thomas Fagan was named President and Chief Executive Officer of the company.

The following table sets forth the positions and offices presently held by each new director and officer and his age as of September 21, 2009.

Name	Age	Positions and Offices Held
Thomas Fagan	54	Director, Chairman of the Board, President and Chief Executive Officer
John Desiderio	69	Director

Thomas J. Fagan was named as the Chairman of the Board, President and Chief Executive Officer of Arbios on September 21, 2009. Mr. Fagan founded Energex Systems, Inc., in 1999 and has held the positions of Chairman, President and Chief Executive Officer of Energex since then. Prior to organizing Energex, Mr. Fagan’s medical device experience included (3) years of employment at Arthronix, Inc., where he was Director of Sales and Marketing and then President. At Energex Mr. Fagan is responsible for all aspects of business planning, strategy and operations, and he was instrumental in the acquisition, research and development of Energex’s medical technologies. Since January 2009, Mr. Fagan has been the sole Manager of Arbios Acquisition Partners, a limited liability company that he founded to participate in the reorganization of Arbios.

John Desiderio is a Wall Street Veteran with over 25 years of experience working in the investment industry. He has held senior management positions in such firms as Cantor Fitzgerald, Drexel Burnham Lambert and is currently Managing Director at LF Financial, managing private investments, a position he has held since 2004. He is also on the Advisory Board of Energex Systems, Inc. Possessing a strong love of the arts, John is honored to sit on the Board of Directors of Frank Sinatra School of the Arts in Queens, NY.

Item 8.01

Other Events

Among other things, Arbios is exploring the possibility of a business combination or other relationship with Energex Systems, Inc. No structure or terms of a combination or other relationship have been determined and there are no agreements or obligations to pursue any combination or relationship. No assurance can be given that any business combination of, or business relationship between, Arbios and Energex will occur.

SIGNATURES

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

	ARBIOS SYSTEMS, INC.
Date: April 28, 2009	By:	/s/ SHAWN P. CAIN
		Walt Shawn P. Cain, Interim President and Chief Executive Officer

	ARBIOS SYSTEMS, INC.

	By:	/s/ Thomas Fagan
		Thomas Fagan
		President and Chief Executive Officer

Date: September 25, 2009

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