OMB
APPROVAL
|
|
OMB
Number
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3235-0145
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Expires:
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February
28, 2009
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Estimated
average burden hours
per response
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14.5
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Neuro-Hitech,
Inc.
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(Name
of Issuer)
Common
Stock, $0.001 Par Value
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(Title
of Class of Securities)
641244108
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(CUSIP
Number)
David
D. Ambrose
450
7th
Street, Suite 1106
New
York, New York 10123
(352)
754-8587
With
a copy to:
James
H. Nixon III, Esq.
511
Union St., Suite 2700
Nashville,
TN 37219
(615)
244-6380
|
(Name,
Address and Telephone Number of Person Authorized to
Receive
Notices and Communications)
November
18, 2008
|
CUSIP
No. 641244108
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Page
2 of 10 Pages
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1.
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Names
of Reporting Persons.
David
D. Ambrose
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||||
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
||||
(a)
x
|
|||||
(b)
o
|
|||||
3.
|
SEC
Use Only
|
||||
4.
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Source
of Funds (See Instructions) OO,
PF
|
||||
5. |
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or
2(e) N/A
|
||||
6. |
Citizenship
or Place of Organization United
States of America
|
||||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
|||||
7.
|
Sole
Voting Power 16,364,133(1)
|
||||
8.
|
Shared
Voting Power 13,974,630(2)
|
||||
9.
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Sole
Dispositive Power 16,364,133(1)
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||||
|
|||||
10.
|
Shared
Dispositive Power 13,974,630(2)
|
||||
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person 30,338,763(1)(2)
|
||||
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares
(See
Instructions) N/A
|
||||
13.
|
Percent
of Class Represented by Amount in Row (11)
50.2%(3)
|
||||
14.
|
Type
of Reporting Person (See Instructions)
IN
|
CUSIP
No. 641244108
|
Page 3
of 10 Pages
|
1.
|
Names
of Reporting Persons.
TG
United Pharmaceuticals, Inc.
|
||||
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
||||
(a)
x
|
|||||
(b)
o
|
|||||
3.
|
SEC
Use Only
|
||||
4.
|
Source
of Funds (See Instructions) OO
|
||||
5. |
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or
2(e) N/A
|
||||
6. |
Citizenship
or Place of Organization Florida
|
||||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
|||||
7.
|
Sole
Voting Power 0
|
||||
8.
|
Shared
Voting Power 13,974,630(2)
|
||||
9.
|
Sole Dispositive Power 0 | ||||
|
|||||
10.
|
Shared Dispositive Power 13,974,630(2) | ||||
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person 30,338,763(1)(2)
|
||||
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) N/A
|
||||
13.
|
Percent
of Class Represented by Amount in Row (11)
50.2%(3)
|
||||
14.
|
Type
of Reporting Person (See Instructions)
CO
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CUSIP
No. 641244108
|
Page 4
of 10 Pages
|
CUSIP
No. 641244108
|
Page 5
of 10 Pages
|
CUSIP
No. 641244108
|
Page 6
of 10 Pages
|
Mr.
Ambrose
|
30,338,763
shares
|
50.2%
|
TG
United
|
30,338,763
shares
|
50.2%
|
Mr.
Ambrose
|
16,364,133
shares
|
|
TG
United
|
0
shares
|
Mr.
Ambrose
|
13,974,630
shares
|
|
TG
United
|
13,974,630
shares
|
Mr.
Ambrose
|
16,364,133
shares
|
|
TG
United
|
0
shares
|
Mr.
Ambrose
|
13,974,630
shares
|
|
TG
United
|
13,974,630
shares
|
CUSIP
No. 641244108
|
Page 7
of 10 Pages
|
CUSIP
No. 641244108
|
Page 9
of 10 Pages
|
/s/
David D. Ambrose
|
||
David
D. Ambrose
|
||
TG
United Pharmaceuticals, Inc.
|
||
By:
|
/s/
David D. Ambrose
|
|
David
D. Ambrose
|
||
Chief
Executive Officer
|
CUSIP
No. 641244108
|
Page 9
of 10 Pages
|
Number
|
|
Description
|
1.
|
|
Joint
Filing Agreement dated as of November 26, 2008 (filed
herewith).
|
2.
|
|
Modification
Agreement, dated November 18, 2008, by and among the Issuer, David
D.
Ambrose and TG United Pharmaceuticals, Inc. (incorporated by reference
to
the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September
30, 2008).
|
3.
|
|
Registration
Rights Agreement (incorporated by reference to the Issuer’s Quarterly
Report on Form 10-Q for the quarter ended September 30, 2008).
|
CUSIP
No. 641244108
|
Page 10
of 10 Pages
|
/s/
David D. Ambrose
|
||
David D. Ambrose | ||
TG United Pharmaceuticals, Inc. | ||
By:
|
/s/
David D. Ambrose
|
|
David
D. Ambrose
|
||
Chief
Executive Officer
|