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): ~~March~~April 1621, 2009

ARBIOS SYSTEMS, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

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)

(626) 356-3105

(Registrant’s Telephone Number, Including Area Code)

______________________________

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):

¨	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 12.01 ~~ENTRY~~COMPLETION ~~INTO~~OF AACQUISITION ~~MATERIAL~~OR ~~DEFINITIVE~~DISPOSITION ~~AGREEMENT~~OF ASSETS

~~On March~~In 9,connection ~~2009,~~with (the ~~“Effective~~sale ~~Date")~~by Arbios Systems, Inc. (the “Company”) ~~entered~~of all of ~~into~~its aassets ~~Term~~related ~~Sheet~~to (the ~~“Term~~bioartificial ~~Sheet”)~~liver ~~with~~device ~~Arbios~~known ~~Acquisitions~~as ~~Partners, LLC (~~“~~AAP~~HepatAssist”), ato HepaLife ~~limited~~Technologies, ~~liability~~Inc., ~~company~~a ~~formed~~Florida ~~for~~corporation ~~the~~(“HepaLife”), ~~purpose~~on ofOctober ~~effecting the~~3, ~~transaction contemplated by the Term Sheet. On March 16~~2008, ~~2009,~~ the ~~initial~~ ~~$100,000~~Company ~~deposit was~~ received., ~~Since~~among ~~January~~other 9consideration, ~~2009,~~a ~~the~~five-year ~~Company~~Series ~~has~~D ~~been~~warrant into apurchase ~~proceeding~~up ~~under~~to ~~Chapter~~750,000 11shares of ~~the~~HepaLife’s ~~United~~common ~~States~~stock ~~Bankruptcy~~at ~~Code in~~an ~~the~~exercise ~~United~~price ~~States~~of ~~Bankruptcy~~$0.35 ~~Court~~per ~~for~~share ~~the District of Delaware~~ (the “~~Bankruptcy Court~~Warrant”). ~~Pursuant~~In toconsideration for the ~~Term~~HepatAssist ~~Sheet~~assets, ~~the~~HepaLife ~~Company~~also agreed to ~~enter~~pay ~~into a~~the ~~transaction~~Company ~~pursuant~~$200,000 toin cash ~~a plan of reorganization~~ (the “~~Plan~~Deferred Purchase Price”) ~~that~~upon ~~is subject to~~ the ~~approval~~earlier of ~~the Bankruptcy Court and all of the Company’s relevant classes, whereby the Company will~~ (i) ~~cancel all~~the ofdate ~~its~~on ~~currently~~which HepaLife ~~existing~~has ~~equity~~received ~~(including,~~in ~~but~~the ~~not~~aggregate ~~limited~~more tothan $4,000,000 ~~any~~in ~~and~~debt ~~all outstanding~~or ~~common and preferred shares of stock~~equity financings, ~~warrants,~~or ~~and options), and~~ (ii) ~~issue~~April ~~new~~3, ~~shares~~2010. To ofdate, ~~its~~HepaLife ~~common~~has ~~stock~~not ~~to AAP representing 90% of the newly~~raised ~~issued shares of the Company in exchange for a~~ $14,000,000 ~~cash payment~~. ~~The existing shareholders of the Company would receive the remaining 10% of the newly issued shares of the Company.~~

~~The~~Pursuant ~~$1,000,000~~to ~~cash~~a ~~purchase~~Bankruptcy ~~price~~Court toOrder, beon ~~paid~~April by22, ~~AAP~~2009, ~~for~~the ~~90%~~Company ofsold the ~~Company’s shares~~Warrant ofback ~~common stock is required~~ to beHepaLife ~~paid~~in asconsideration ~~follows:~~for ~~1) $100,000 was paid to~~ the ~~Company~~ ~~concurrently~~early ~~with~~payment ~~the execution and delivery~~ of the ~~Term~~$200,000 ~~Sheet (the~~Deferred ~~“Initial~~Purchase ~~Deposit”)~~Price, 2) ~~$100,000~~which isfunds ~~due~~were ~~upon~~received by the ~~later~~Company ofon ~~(i)~~ April 822, 2009. The orclosing ~~(ii)~~price ~~the filing~~ of ~~the~~HepaLife’s ~~Plan~~common ~~and~~stock ~~the~~on ~~disclosure statement (~~the OTC ~~“Subsequent~~Bulletin ~~Deposit”),~~Board ~~and~~on 3)April ~~$800~~22,~~000~~ ~~(the~~2009 ~~“Remaining~~was ~~Funds”)~~$0.19 isper ~~due within 10 days following the confirmation of the Plan (the “Funding Date”)~~share.

~~If AAP~~ITEM has not provided the Remaining Funds by the Funding Date, the Company will retain both the Initial Deposit and the Subsequent Deposit, and can then either adjourn the Funding Date, withdraw the Plan, terminate the Plan, and/or enter into an alternative transaction or proceeding8.01 IfOTHER the Plan has not been confirmed by June 15, 2009, AAP will be entitled to a return of (i) the Initial Deposit, and (ii) the Subsequent Deposit minus costs and expenses, (including, without limitation, administrative expenses) incurred by the Company in pursuing the Plan.EVENTS

~~AAP~~On ~~will~~March be9, ~~entitled~~2009, tothe aCompany ~~break~~entered upinto ~~fee~~binding ofTerm 3%Sheet of (the ~~funds~~“Term ~~deposited~~Sheet”) bywith Arbios Acquisitions Partners, LLC (“AAP”) ifpursuant to which the Company agreed, ~~elects~~subject to ~~enter~~the ~~into~~approval anof ~~alternative~~the ~~transaction,~~United ~~including,~~States ~~but~~Bankruptcy ~~not~~Court ~~limited~~for ~~to,~~the District ~~signing~~of aDelaware ~~letter~~(the of“Bankruptcy ~~intent~~Court”), orto ~~term~~(i) ~~sheet~~cancel ~~with~~all aof ~~third~~the ~~party~~Company’s currently existing equity (including, ~~for~~but ~~some~~not orlimited ~~all~~to, ofany and all ~~its~~outstanding ~~assets~~common ~~prior~~and topreferred ~~confirmation~~shares of ~~the~~stock, ~~Plan~~warrants, ~~(the~~and ~~“Company Withdrawal Option”~~options), and ~~provided~~(ii) ~~that~~issue ~~the~~new ~~Debtor~~shares ~~Withdrawal~~of ~~Option~~its iscommon ~~not~~stock ~~caused~~to by AAP’s ~~inability~~representing ~~to provide~~90% ~~funding~~of by the ~~Funding~~newly issued ~~Date. In~~shares ~~addition,~~of if the Company ~~exercises~~ ~~the~~in ~~Debtor~~exchange ~~Withdrawal~~for ~~Option~~a $1,000,000 ~~AAP~~cash payment. The ~~would~~existing ~~also~~shareholders beof ~~entitled~~the toCompany awould ~~return~~receive the remaining 10% of the ~~funded~~newly ~~portion~~issued shares of the ~~deposit~~Company.

~~The~~On April ~~Company~~21, ~~intends~~2009 tothe ~~continue~~Bankruptcy toCourt ~~comply~~issued ~~with~~a ~~all~~number of ~~its~~orders, ~~regulatory~~dated ~~filings~~April ~~with~~20, 2009, ~~the~~one ~~Securities and Exchange Commission and expects that its shares~~ of ~~common stock~~which ~~will~~approved ~~continue~~certain toterms bein ~~listed on~~ the ~~OTC~~Term ~~Bulletin Board. Accordingly,~~Sheet ~~after~~and ~~the~~one ~~completion~~ of ~~the transaction~~which ~~contemplated~~conditionally byapproved the ~~Term~~plan ~~Sheet,~~of ~~the~~reorganization ~~Company is expected to emerge from bankruptcy~~ as a ~~publicly~~disclosure ~~traded~~statement, ~~company that has no liabilities (other than~~and ~~ordinary~~allowing ~~operating~~the ~~expenses),~~Company ~~has~~to asolicit ~~new~~votes ~~capital~~on ~~structure (AAP will own 90% of~~ the ~~common stock~~plan. Accordingly, the Company ~~public~~mailed ~~stockholders~~the ~~will~~plan ~~own~~of areorganization/disclosure ~~pro~~statement ~~rata~~(including ~~share of~~ the ~~10%,~~ ~~and~~ballots ~~all~~to ~~options~~accept ~~and~~or ~~warrants~~reject ~~will~~the beTerm ~~cancelled),~~Sheet and ~~has~~the ~~some~~related ~~operating~~plan ~~capital~~of ~~(the~~reorganization) ~~amount~~to all of the ~~$1,000,000~~holders ~~purchase~~of ~~price~~claims ~~that~~against isthe ~~not~~Company ~~used~~and to ~~settle existing~~all ~~liabilities and pay for administrative expenses). The Term Sheet provides that the confirmation~~ of the ~~Plan~~Company’s ~~should occur on or before May 15, 2009~~stockholders.

ATo ~~copy of~~date, as required by the Term Sheet, AAP has made an initial payment of $100,000 to the Company. As a result of the Bankruptcy Court’s April 21, 2009 order, AAP is ~~attached~~now ~~hereto~~required asto ~~Exhibit~~make 10a second payment of $100,000 to the Company.1 AAP has informed the Company that the second $100,000 cash payment will be made within the next few days.

~~ITEM~~If AAP ~~9.01~~does ~~FINANCIAL~~not ~~STATEMENTS~~make ~~AND~~the ~~EXHIBITS~~second $100,000 payment, the Company will have the right to retain the initial $100,000 payment and to either withdraw the plan of reorganization, terminate the plan of reorganization, and/or enter into an alternative transaction with other parties.

Exhibit No.		Exhibit
10.1		Term Sheet for Purchase of Newly Issued Shares of Common Stock of Arbios Systems, Inc., dated March 9, 2009, between Arbios Systems, Inc, and Arbios Acquisition Partners, LLC
99.1		Press Release dated March 16, 2009

SIGNATURES

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.

	ARBIOS SYSTEMS, INC.
Date: March 16, 2009	By:	/s/ SHAWN P. CAIN
Date: April 28, 2009	By:	/s/ SHAWN P. CAIN
		Walt Shawn P. Cain, Interim President and Chief Executive Officer

EXHIBIT INDEX

Exhibit No.		Exhibit
10.1		Term Sheet for Purchase of Newly Issued Shares of Common Stock of Arbios Systems, Inc., dated March 9, 2009, between Arbios Systems, Inc, and Arbios Acquisition Partners, LLC
99.1		Press Release dated March 16, 2009

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