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): July 914, 2009

EPIX Pharmaceuticals, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

000-21863		04-3030815
(Commission File Number)		(IRS Employer Identification No.)
4 Maguire Road, Lexington, Massachusetts		02421
(Address of Principal Executive Offices)		(Zip Code)

4 Maguire Road, Lexington, Massachusetts		02421
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (781) 761-7600

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):

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

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

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

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

TABLE OF CONTENTS

Item 1.0103 ~~Entry~~Bankruptcy ~~into~~or aReceivership ~~Material~~Item ~~Definitive~~2.05 ~~Agreement~~Costs Associated with Exit or Disposal Activities Item 12.06 Material Impairments Item 5.02 ~~Termination~~Departure of aDirectors ~~Material~~or ~~Definitive~~Certain ~~Agreement~~Officers; ~~Item~~Election ~~3.02~~of ~~Unregistered~~Directors; ~~Sales~~Appointment of ~~Equity~~Certain ~~Securities~~Officers; Compensatory Arrangements of Certain Officers Item 7.01 Regulation FD Disclosure Item 8.01 Other Events Item 9.01 Financial Statements and Exhibits SIGNATURES EXHIBIT INDEX EX-~~3.1 Certificate of Amendment to Restated Certificate of Incorporation of the Company. EX-~~10.1 ~~Exchange~~Assignment ~~Agreement~~for ~~between~~ the ~~Company~~Benefit ~~and~~of ~~Citigroup~~Creditors ~~Global Markets Inc.~~ dated July 920, 2009. EX-1099.21 ~~Note~~Press ~~Purchase~~Release ~~Agreement~~issued ~~between~~by ~~the~~EPIX ~~Company and Loomis~~Pharmaceuticals, ~~Sayles & Company, L~~Inc.P. ~~dated~~on July 920, 2009.

Item 1.0103 ~~Entry~~Bankruptcy ~~into~~or ~~a Material Definitive Agreement~~Receivership.

On July 920, 2009, EPIX Pharmaceuticals, Inc. (the “Company”) entered into ~~a privately-negotiated~~an ~~Exchange~~Assignment ~~Agreement~~for the ~~with~~Benefit ~~Citigroup~~of ~~Global~~Creditors ~~Markets Inc.~~ (the “~~Citigroup~~Assignment”) ~~to purchase~~in ~~$2.896 million~~accordance ~~aggregate~~with ~~principal~~Massachusetts ~~amount~~law. ofFollowing the Company’s 3%unsuccessful ~~Convertible~~efforts ~~Senior~~to ~~Notes~~effect ~~due 2024~~a ~~held~~strategic byalternative, ~~Citigroup~~including ~~(the~~a ~~“Citigroup Notes”)~~financing, recapitalization, ~~including~~sale ~~accrued~~or ~~but~~disposition ~~unpaid~~of ~~interest~~corporate onassets, ~~the Citigroup~~merger ~~Notes.~~and/or ~~The~~strategic ~~purchase~~business combination, ~~price~~the ~~for~~Company’s ~~the~~Board ~~Citigroup~~of ~~Notes~~Directors ~~consisted~~determined ofit ~~$521,280~~was in ~~cash~~the ~~and 3,644,352~~best ~~shares~~interests of the enterprise to cease the Company’s ~~common~~operations ~~stock,~~and ~~par~~to ~~value~~provide $0for an orderly liquidation of its assets by entering into the Assignment.01 ~~per~~A ~~share~~copy (of the ~~“Common~~Assignment ~~Stock”)~~is attached hereto as Exhibit 10.1.

~~Also on~~The ~~July 9,~~Assignment ~~2009,~~is ~~the Company entered into~~ a ~~privately-negotiated~~common ~~Note~~law ~~Purchase~~business ~~Agreement with~~liquidation ~~Loomis,~~mechanism ~~Sayles~~under &Massachusetts ~~Company,~~law ~~L.P.~~that ~~(“Loomis”) to purchase $215,000 aggregate principal amount of~~is ~~the~~an ~~Company’s~~alternative 3%to ~~Convertible~~a ~~Senior~~formal ~~Notes~~bankruptcy ~~due~~proceeding. ~~2024~~A ~~held~~designated byAssignee ~~Loomis~~will ~~(the~~serve ~~“Loomis~~in ~~Notes”),~~a ~~including~~fiduciary ~~accrued~~capacity ~~but~~in ~~unpaid~~connection ~~interest~~with on the ~~Loomis~~Assignment ~~Notes.~~and ~~The~~will ~~purchase~~assume ~~price~~his ~~for~~duties ~~the~~effective ~~Loomis Notes consisted of $74,413~~immediately.~~65 in cash.~~

The ~~Company~~designated ~~consummated~~Assignee ~~the purchase of the Citigroup Notes and Loomis Notes on July 9, 2009.~~is: ~~After consummation of the purchase of the Citigroup Notes and Loomis Notes, $50,000 aggregate principal amount of the Company's 3% Convertible Senior Notes due 2024 remain outstanding.~~

~~The issuance~~Joseph ofF. ~~the~~Finn, ~~Common~~Jr., ~~Stock to Citigroup in exchange for the~~C.P.A. ~~Citigroup~~Finn, ~~Notes~~Warnke ~~was~~& ~~made by the~~Gayton ~~Company~~167 ~~pursuant~~Worcester ~~to the exemption from the registration requirements of the Securities Act of 1933~~Street, Suite 201 asWellesley ~~amended~~Hills, ~~contained~~MA in02481 Phone: ~~Section 3~~(a781)~~(9) thereunder on the basis that the transaction constituted~~-237-8840 an exchange with an existing holder of the Company’s securities and no commission or other remuneration outside the consideration under the Exchange Agreement was paid or given directly or indirectly to any party for soliciting such exchange.

~~The~~Under ~~foregoing~~the isterms aof ~~summary~~the ofAssignment, the ~~terms~~Company oftransferred to the ~~Exchange~~Assignee, ~~Agreement~~in ~~and~~trust for the benefit ~~Note~~of ~~Purchase Agreement~~each ~~and~~of ~~does~~the Company’s creditors, all property, including but not ~~purport~~limited to bethe Company’s ~~complete~~assets, ~~and~~accounts isreceivable, ~~qualified~~lists inof ~~its~~creditors, ~~entirety~~books byand ~~reference~~records, toetc. ~~the~~The Assignee has the full ~~text~~power and authority to dispose of ~~the~~Company ~~agreements~~property, ~~which~~sue ~~are~~for ~~attached~~and ~~hereto~~recover asin ~~Exhibits~~his ~~10.1~~own name everything belonging to the Company, compromise and ~~10.2~~settle all claims, ~~respectively~~disputes and litigations of, and review and transfers of the Company’s property.

~~Item 1.02~~ Given ~~Termination~~the amount of athe ~~Material~~Company’s ~~Definitive~~remaining ~~Agreement~~liabilities, the Company does not anticipate any distributions for its stockholders from its remaining assets.

~~On July~~Item 9,2.05 ~~2009,~~Costs ~~the~~Associated ~~Company issued notice to Kingsbridge Capital Limited (“Kingsbridge”) to terminate, effective July 10, 2009, its Committed Equity Financing Facility (the “CEFF”)~~ with ~~Kingsbridge.~~ ~~The~~Exit CEFF, which was entered into pursuant to the Common Stock Purchase Agreement by and between Kingsbridge and the Company, dated as of August 4, 2008, provided for a three-year commitment by Kingsbridge to purchase up to approximately 8.3 million newly-issued shares of the Company’s Common Stock in tranches that would be issued and priced at a discount ranging from 6% to 12% depending on the volume-weighted average price of the Company’s Common Stock during an eight-day pricing period. As conditions to any draw-down under the CEFF by the Company, however, the closing price of the Company’s Common Stock was required be at least $1.25 per share and the Common Stock was required to be listed on The NASDAQ Stock Market or ~~another~~Disposal ~~specified national securities exchange, in each case, on the day before the commencement of the draw-down~~Activities. ~~The~~ ~~Company’s Common Stock was delisted from the NASDAQ Capital Market on May 14, 2009. Prior to~~

In connection with the Assignment described in Item 1.03 above, on July 20, 2009, the Board of Directors of the Company approved a reduction in force pursuant to which substantially all of the employees of the Company were terminated (the “Reduction in Force”). The Company expects to retain its president and chief executive officer, Dr. Elkan Gamzu, for a short period of time to implement an orderly dissolution. The Company incurred charges in connection with the Reduction in Force of approximately $0.5 million, representing cash payments of one-time employee termination benefits, including severance, and other benefits. The Company expects that the Assignee may also be subject to claims for additional severance payments of up to $1.2 million in connection with the Reduction in Force.

~~termination,~~ Information contained in this Item 2.05 that relates to the Company’s ~~conducted~~expectations ~~one~~with respect ~~draw~~to the retention of its chief executive officer and potential liability for severance payments in connection with the Reduction in Force are “forward-~~down~~looking ~~under~~statements” within the meaning ~~CEFF~~of the Securities Act of 1933, inas ~~September 2008~~amended, ~~pursuant~~and the Securities Exchange Act of 1934, as amended. These statements involve risks and uncertainties that could cause the Company’s actual results to differ materially from the future results expressed or implied by the forward-looking ~~which~~statements. All information set forth herein is current as of the date of this Report on Form 8-K. The Company ~~issued~~undertakes no duty to ~~Kingsbridge~~update ~~94,627~~any ~~shares~~statement in light of ~~Common~~new ~~Stock~~information ator anfuture ~~aggregate~~events except ~~purchase~~as required by applicable law. For further information regarding risks and uncertainties ~~price~~associated with the Company’s business, please refer to the “Risk Factors” section of ~~$113~~the Company’s filings with the Securities and Exchange Commission,~~750~~ including, but not limited to, its latest Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q.

Item 32.0206 ~~Unregistered~~Material ~~Sales of Equity Securities~~Impairments.

The information set forth under Item 1.0103 of this Current Report on Form 8-K regarding the ~~issuance~~Assignment is incorporated by reference in response to this Item 2.06. As a result of the Assignment, ~~Common~~the ~~Stock~~Company tohas ~~Citigroup~~concluded that a material impairment charge is ~~incorporated~~required byfor ~~reference~~all inof ~~response~~the Company’s assets. The Company is unable to ~~this~~determine ~~Item~~the amount of the impairment charge at this 3time.~~02.~~


Item 5.02		Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 20, 2009, in connection with the Assignment and the Reduction in Force described in Items 1.03 and 2.05 above, Kim Cobleigh Drapkin, Chief Financial Officer, terminated her employment with the Company.

Item 7.01 Regulation FD Disclosure.

On July 20, 2009, the Company issued a press release, a copy of which is being furnished as Exhibit 99.1 to this Current Report on
Form 8-K.

The information in this Item 7.01 and Exhibit 99.1 attached hereto is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 8.01 Other Events.

~~Following~~On ~~stockholder~~July 14, ~~approval~~2009, at the Company’s ~~2009~~repurchased ~~Annual~~the ~~Meeting of Stockholders~~$50,000 onremaining ~~July 9,~~outstanding ~~2009,~~balance ~~the~~of ~~Company~~its ~~filed~~3% Convertible aSenior ~~Certificate~~Notes ofdue ~~Amendment~~2024 (the “~~Amendment~~Notes”) tofor ~~its Restated Certificate of Incorporation to increase the number of authorized shares of Common Stock from 100~~$38,~~000,000~~250. ~~to 200~~Accordingly,~~000,000.~~ Aall ~~copy~~ of the ~~Amendment~~Company’s Notes ishave ~~attached~~been asretired ~~Exhibit 3.1~~by ~~hereto~~the Company.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

	3.1		Certificate of Amendment to Restated Certificate of Incorporation of the Company.
	10.1		Assignment for the Benefit of Creditors dated July 20, 2009 from EPIX Pharmaceuticals, Inc. in favor of Joseph F. Finn, Jr., C.P.A.
	10.1		Exchange Agreement between the Company and Citigroup Global Markets Inc. dated July 9, 2009.
	99.1		Press Release issued by EPIX Pharmaceuticals, Inc. on July 20, 2009, furnished herewith.
	10.2		Note Purchase Agreement between the Company and Loomis, Sayles & Company, L.P. dated July 9, 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.

	EPIX PHARMACEUTICALS, INC.
July 9, 2009	By:	/s/ Kim Cobleigh Drapkin
July 21, 2009	By:	/s/ Elkan Gamzu
		Kim Cobleigh Drapkin
		Elkan Gamzu
		Chief Financial Officer
		President and Chief Executive Officer

EXHIBIT INDEX

Exhibit Number		Description
3.1		Certificate of Amendment to Restated Certificate of Incorporation of the Company.
10.1		Assignment for the Benefit of Creditors dated July 20, 2009 from EPIX Pharmaceuticals, Inc. in favor of Joseph F. Finn, Jr., C.P.A.
10.1		Exchange Agreement between the Company and Citigroup Global Markets Inc. dated July 9, 2009.
99.1		Press Release issued by EPIX Pharmaceuticals, Inc. on July 20, 2009, furnished herewith.
10.2		Note Purchase Agreement between the Company and Loomis, Sayles & Company, L.P. dated July 9, 2009.

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