SECURITIESTable ANDof EXCHANGE COMMISSION Contents

~~Washington,~~SECURITIES ~~D.C.~~AND ~~20549~~EXCHANGE COMMISSION

~~FORM~~Washington, ~~8-K~~D.C. 20549

~~CURRENT~~FORM ~~REPORT~~8-K ~~Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934~~

~~Date~~CURRENT ofREPORT Pursuant ~~report~~to Section 13 or 15(~~Date~~d) of the ~~earliest~~Securities ~~event~~Exchange ~~reported):~~Act ~~May 12,~~of ~~2009~~1934

Date ~~EPIX~~of ~~Pharmaceuticals,~~report ~~Inc.~~(Date of earliest event reported): May 14, 2009

~~(Exact~~EPIX ~~Name~~Pharmaceuticals, ~~of Registrant as Specified in its Charter)~~Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware

~~Delaware~~(State or Other Jurisdiction of Incorporation)

(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)

000-21863		04-3030815
(Commission File Number)		(IRS Employer Identification No.)

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

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

~~Registrant’s~~o Written ~~telephone~~communications ~~number,~~pursuant ~~including~~to ~~area~~Rule 425 ~~code:~~under the Securities Act (~~781~~17 CFR 230.425) ~~761-7600~~

~~Check~~o Soliciting ~~the~~material ~~appropriate~~pursuant ~~box~~to ~~below if the Form 8~~Rule 14a-K12 ~~filing is intended to simultaneously satisfy the filing obligation of the registrant~~ under ~~any of~~ the ~~following~~Exchange ~~provisions~~Act (~~see~~17 ~~General Instruction~~CFR A240.~~2. below~~14a-12):

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))~~

~~Item~~o Pre-commencement ~~3.01~~communications ~~Notice~~pursuant ~~of Delisting or Failure~~ to ~~Satisfy a Continued Listing~~ Rule 13e-4(c) orunder ~~Standard;~~the ~~Transfer~~Exchange ofAct ~~Listing~~(17 CFR 240.13e-4(c))

OnTABLE ~~May 12,~~OF 2009, EPIX Pharmaceuticals, Inc. (the “Company”) received notification from The NASDAQ Stock Market LLC (“NASDAQ”) stating that the Company’s common stock would be delisted from The NASDAQ Capital Market effective at the open of the market on May 14, 2009. The delisting of the Company’s common stock is a result of the Company’s failure to comply with NASDAQ Marketplace Rule 5550(b) by evidencing a $35 million market value of listed shares for its common stock for 10 consecutive trading days or by regaining compliance with one of the alternative listing criteria, including a shareholders’ equity of at least $2.5 million. CONTENTS

Item 7 2.0104 ~~Regulation FD~~Triggering ~~Disclosure~~Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement. SIGNATURES

OnTable May 13, 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. Contents

~~The information in this~~ Item 72.0104 ~~and~~Triggering ~~Exhibit 99.1~~Events ~~attached~~That ~~hereto~~Accelerate isor ~~intended~~Increase toa beDirect ~~furnished and~~Financial ~~shall~~Obligation ~~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~~an ~~deemed~~Obligation ~~incorporated by reference in any filing~~ under ~~the~~an ~~Securities~~Off-Balance ~~Act~~Sheet ~~of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing~~Arrangement.

~~Item~~ On May 914, 2009, EPIX Pharmaceuticals, Inc.01’s ~~Financial~~(the ~~Statements~~“Company”) common stock was delisted from The NASDAQ Capital Market. The delisting of the Company’s common stock represents a “Designated Event” under the Indenture, dated as of June 7, 2004, by and ~~Exhibits~~between the Company and U.S. Bank National Association, as amended (the “Indenture”), governing the Company’s remaining $3.2 million aggregate principal amount of 3% Convertible Senior Notes Due 2024 (the “Notes”). The Company retired $96.8 million of the original $100 million aggregate principal amount of Notes in connection with an exchange offer that was consummated on May 7, 2009. As a result of the occurrence of the Designated Event, in accordance with and pursuant to the terms of the Indenture, each holder of the outstanding $3.2 million aggregate principal amount of the Notes has the right, at its option, to require the Company to repurchase in cash such holder’s Notes at 100% of the principal amount of the Notes, plus accrued and unpaid interest. Under the Indenture, the Company is required to send a notice regarding this option to the holders of the Notes by June 3, 2009. The Indenture requires the Company to repurchase any submitted Notes on a date fixed by the Company that is no earlier than 30 business days and no later than 45 business days following the date of the notice sent to holders. The Company has not yet fixed a repurchase date for the Notes or sent the notice to any holder of the Notes.

(d)Table Exhibits:of Contents

~~99.1 Press Release issued by the registrant on May 13, 2009.~~SIGNATURES

~~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.

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.
May 20, 2009	By:	/s/ Kim Cobleigh Drapkin
		Kim Cobleigh Drapkin
		Chief Financial Officer

	EPIX PHARMACEUTICALS, INC.
May 13, 2009	By:	/s/ Kim Cobleigh Drapkin
	Kim Cobleigh Drapkin
	Chief Financial Officer

EXHIBIT INDEX

Exhibit Number		Description
99.1		Press Release issued by the registrant on May 13, 2009.

Filing Compare · EPIX Pharmaceuticals, Inc.