UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

~~Current~~CURRENT ~~Report~~REPORT

Pursuant to Section 13 or 15(d) of the ~~Securities Exchange Act of 1934~~

~~Date~~Securities ofExchange ~~Report~~Act ~~(Date~~ of ~~earliest event reported): May 12, 2008~~1934

Date of Report (Date of earliest event reported): February 3, 2009

VeruTEK Technologies, Inc.

(Exact Name of Registrant as Specified in ~~its~~ Charter)

Nevada

Nevada	333-130394	06-1828817
(State or Other Juris- diction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

(State or Other Jurisdiction of Incorporation)

65 West Dudley Town Road, Suite 100 Bloomfield, Connecticut	06002
(Address of Principal Executive Offices)	(Zip Code)

000-51246 (Commission File Number)	06-1828817 (I.R.S. Employer Identification No.)
65 West Dudley Town Road, Suite 100 Bloomfield, Connecticut (Address of Principal Executive Offices)	06002 (Zip Code)

Registrant’s telephone number, including area code: (860) 242-9800

~~860-242-9800~~Not Applicable (Former Name or Former Address, if Changed Since Last Report)

~~(Registrant’s~~Check the ~~Telephone~~appropriate ~~Number,~~box ~~Including~~below ~~Area~~if ~~Code~~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):

~~Not~~o Written ~~Applicable~~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 (~~Former~~17 CFR ~~Address~~240.14a-12)

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

~~Check the appropriate box below if the Form 8~~o Pre-Kcommencement communications ~~filing~~pursuant ~~is intended~~ to ~~simultaneously~~Rule ~~satisfy~~13e-4(c) ~~the filing obligation of the Registrant~~ under ~~any of~~ the ~~following~~Exchange ~~provisions~~Act (~~See~~17 ~~General~~CFR ~~Instruction A~~240.~~2 below~~13e-4(c):)

~~¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)~~1

~~¨ Soliciting~~Item ~~material~~1.01 Entry into ~~pursuant~~a toMaterial ~~Rule 14a-12~~Definitive ~~under the Exchange Act (17 CFR 240.14a-12)~~Agreement

~~¨ Pre-commencement~~ On ~~communications~~February ~~pursuant~~3, to2009, ~~Rule 14d-2~~VeruTEK Technologies, Inc., a Nevada corporation (b“VeruTEK Nevada”), ~~under~~entered ~~the~~into ~~Exchange~~an ~~Act~~Agreement and Plan of Merger (17the ~~CFR~~“Merger Agreement”) ~~240~~with VeruTEK Technologies, Inc.~~14d-2~~, a Delaware corporation and wholly owned subsidiary of VeruTEK Nevada (b“VeruTEK Delaware”), whereby VeruTEK Nevada has agreed to merge with and into VeruTEK Delaware in order to effect the reincorporation of VeruTEK Nevada from the State of Nevada to the State of Delaware (the “Reincorporation”). Among other things, the Reincorporation is intended to allow the surviving corporation to take advantage of the greater predictability and flexibility afforded by Delaware’s corporate laws and its extensive and established case law.

~~¨ Pre-commencement~~As a ~~communications~~result ~~pursuant~~of tothe ~~Rule 13e-4~~Reincorporation, (c1) ~~under~~VeruTEK Nevada will cease to exist and VeruTEK Delaware will be the ~~Exchange~~surviving ~~Act~~corporation, (172) ~~CFR~~each outstanding share ~~240~~of VeruTEK Nevada common stock, par value $0.~~13e-~~001 per share (“Nevada Common Stock”), will convert into one share of VeruTEK Delaware common stock, par value $0.001 per share (“Delaware Common Stock”), (3) each outstanding share of Delaware Common Stock held by VeruTEK Nevada will be cancelled and retired, (4) each outstanding option to acquire shares of Nevada Common Stock will be converted into and became an equivalent option to acquire, upon the same terms and conditions, the number of shares of Delaware Common Stock that is equal to the number of shares of Nevada Common Stock that an optionee would have received had an optionee exercised such option in full immediately before the effective time of the Reincorporation, (c5) all other rights to acquire shares of Nevada Common Stock will be converted into the right to acquire, upon the same terms and conditions, the number of shares of Delaware Common Stock that is equal to the number of shares of Nevada Common Stock that the holder would have received had the holder exercised such right in full immediately before the effective time of the Reincorporation, and (6) VeruTEK Delaware will succeed to, assume and acquire all of the rights, privileges, debts, liabilities, obligations, duties, powers and property of VeruTEK Nevada. The charter and by-laws of VeruTEK Delaware will become the governing documents of the surviving corporation. In addition, the directors and officers of VeruTEK Nevada immediately prior to the effective time of the Reincorporation will become the directors and officers of the surviving corporation.

~~Item~~The 1closing of the Reincorporation is subject to no stockholders of VeruTEK Nevada exercising dissenters’ rights in connection with the Reincorporation.01 Presuming ~~Entry~~that ~~into~~no such dissenters’ rights are exercised, VeruTEK Nevada’s current plan is for the Reincorporation to be consummated shortly after the filing of a ~~Material~~Form ~~Definitive~~15 ~~Agreement~~with the Securities and Exchange Commission to voluntarily suspend VeruTEK Nevada’s duty to file reports under Section 15(d) of the Securities Exchange Act of 1934, as amended. VeruTEK Nevada’s current plan is to file the Form 15 on or about March 31, 2009 following the filing of its Form 10-K for the fiscal year ended December 31, 2008; however, the timing of the filing of the Form 15 will continue to be evaluated by the Board of Directors of VeruTEK Nevada and may be delayed at any time and for any amount of time, including indefinitely, in the sole discretion of the Board of Directors.

~~On May 12, 2008, and on May 15, 2008 VeruTEK Technologies, Inc~~Item 9. ~~(the “Company”), pursuant to Subscription Agreements with 41 accredited investors and 3 of its directors, closed on the private placement of an aggregate of approximately 2~~01.~~8 million units. Each~~ Financial ~~unit~~Statements ~~consists of two shares of the Company’s common stock (the “Shares”)~~ and one warrant to purchase a share of the Company’s common stock (an “ Investor Warrant”, and together with the Shares, a “Unit”), at a price of $2.20 per Unit for aggregate gross proceeds of approximately $6 million, before deducting the placement agent’s fee of approximately $325,000 due to Needham & Company, LLC, the Company’s private placement agent for the Financing, as well as the other transaction expenses payable by the Company (the “Financing”). In addition, the Company issued warrants to purchase approximately 250,000 shares of common stock to Needham & Company, LLC (the “Needham Warrants”). Each Investor Warrant has an exercise price of $1.30 per share and each Needham Warrant has an exercise price of $1.10 per share, each of which is subject to certain adjustments as set forth in the respective Investor Warrant and Needham Warrant. The Investor Warrants and Needham Warrants may be exercised for cash or by means of a cashless exercise and will expire in five years after the date of issuance unless previously exercised.Exhibits

In connection with the closing of the Financing, the Company entered into a Registration Rights Agreement with the purchasers and Needham & Company, LLC. Under the terms of the Registration Rights Agreement, the Company agreed to file a registration statement with the Securities and Exchange Commission for the resale of the Shares issued in the Financing as well as the shares of Common Stock underlying the Warrants issued in the Financing. Failure to file the registration statement within 150 days from the closing of the Financing may result in payment by the Company to each investor of liquidated damages, subject to limitations set forth in the Registration Rights Agreement. These liquidated damages may also be payable in the event that the resale registration statement has not been declared effective within certain time periods or if sales cannot be made pursuant to the registration statement following its effectiveness, each as described in the Registration Rights Agreement.

(d)		Exhibits
	2.1	Agreement and Plan of Merger, dated as of February 3, 2009, between VeruTEK Technologies, Inc., a Nevada corporation, and VeruTEK Technologies, Inc., a Delaware corporation

The description of the Financing is qualified in its entirety by reference to the Form of Subscription Agreement, Form of Common Stock Purchase Warrant and Registration Rights Agreement, which are filed with this current report as Exhibits 10.6, 4.3 and 4.4, respectively.

On May 15, 2008, the Company issued a press release announcing the closing of the Financing, a copy of which is filed as Exhibit 99.1 to this current report.

This Form 8-K does not constitute an offer to sell or the solicitation of an offer to purchase any securities.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth under Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 3.02. The securities being offered have not been registered under the Securities Act of 1933, as amended, or any state securities law and have been sold in a private transaction pursuant to an exemption from registration provided by Section 4(2) of the Securities Act and/or Regulation D promulgated thereunder. The securities may not be subsequently offered or sold within the United States absent registration or exemption from such registration requirements and compliance with applicable state laws.

Item 9.01 Financial Statements and Exhibits.

(d)		Exhibits.
		4.3 Form of Common Stock Purchase Warrant.
		4.4 Form of Registration Rights Agreement
		10.6 Form of Subscription Agreement.
		99.1 Press Release dated May 15, 2008.

~~SIGNATURES~~SIGNATURE

Pursuant to the requirements of the Securities ~~and~~ Exchange Act of 1934, the ~~registrant has~~Registrant has duly caused this report to be signed on its behalf by the undersigned ~~hereunto~~ hereunto duly authorized.

	VeruTEK Technologies, Inc.
May 16, 2008	By:	/s/ John Collins
Date: February 5, 2009	By:	/s/ John Collins
		John Collins
		President and Chief Executive Officer

EXHIBIT INDEX

4.3 Form of Common Stock Purchase Warrant. 4.4 Form of Registration Rights Agreement 10.6 Form of Subscription Agreement. 99.1 Press Release dated May 15, 2008.

Exhibit No.		Description

2.1		Agreement and Plan of Merger, dated as of February 3, 2009, between VeruTEK Technologies, Inc., a Nevada corporation, and VeruTEK Technologies, Inc., a Delaware corporation

Filing Compare · VeruTEK Technologies, Inc.