ARNI Arno Therapeutics Inc (CE)

Arno Therapeutics, Inc. 2005 Stock Option Plan

(Full Title of the Plan)

Alexander Zukiwski

Chief Executive Officer

Arno Therapeutics, Inc.

200 Route 31 North, Suite 104

Flemington, New Jersey 08822

(862) 703-7170

(Name, Address and Telephone Number, Including Area Code, of Agent for Service)

Copies to:

Christopher J. Melsha, Esq.

Fredrikson & Byron, P.A.

200 South Sixth Street, Suite 4000

Minneapolis, MN 55402

Fax: (612) 492-7077

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

DEREGISTRATION OF UNSOLD SECURITIES

On March 31, 2014, Arno Therapeutics, Inc. (the “Company”) filed a registration statement on Form S-8 (File No. 333-194927) (the “Registration Statement”).  The Registration Statement registered a total of 10,280,295 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), to be issued pursuant to the Company’s 2005 Stock Option Plan.  The purpose of this Post-Effective Amendment to the Registration Statement is to withdraw and remove from registration the unissued and unsold shares of Common Stock previously registered under the Registration Statement. Consequently, in accordance with an undertaking made by the Company in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities that remain unsold at the termination of the offering, the Company hereby removes from registration the securities of the Company that are registered but unsold under the Registration Statement.