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): ~~January~~February 710, 2009

ACUSPHERE, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware		000-50405		04-3208947
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

500 Arsenal Street
Watertown, Massachusetts 02472

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code (617) 648-8800

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

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:

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 38.01. ~~Notice~~Other ~~of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing~~Events.

On ~~January~~ February 710, 2009, ~~Acusphere, Inc. (~~the ~~“Company”) announced~~Board ~~that~~of itDirectors ~~had~~of ~~received notification on January 7, 2009 from The Nasdaq Stock Market LLC (“NASDAQ”) stating that~~ the Company’s ~~common~~elected ~~stock~~not to ~~would~~declare bea ~~delisted~~quarterly ~~from~~cash ~~The~~dividend ~~Nasdaq~~in ~~Capital Market effective at~~ the ~~open~~amount of ~~business~~ on$0.8125 ~~January 9,~~per ~~2009~~share ason ~~a result of the Company’s failure to meet~~its ~~either the $2~~6.5% ~~million~~convertible ~~stockholders’~~exchangeable ~~equity~~preferred ~~requirement~~stock ~~for~~(the ~~continued~~“Preferred ~~listing on~~Stock”) ~~The~~that ~~Nasdaq~~was otherwise ~~Capital~~payable ~~Market~~on orMarch 1, ~~one of the alternative continued listing criteria~~2009.

~~The~~In ~~Company~~February 2005, ~~expects~~Acusphere ~~that~~issued ~~its~~900,000 ~~common~~shares ~~stock~~of ~~will~~its bePreferred ~~eligible~~Stock ~~for~~in ~~trading~~a public onoffering. As ~~the~~of February 10, ~~Over-the-Counter~~2009, ~~Bulletin~~240,000 ~~Board~~of ~~(the~~these ~~“OTCBB”),~~shares anof ~~electronic~~Preferred ~~quotation~~Stock ~~service~~remained outstanding. The Preferred Stock ~~maintained~~accrues bya cumulative dividend at the ~~Financial~~annual ~~Industry~~rate ~~Regulatory~~of ~~Authority~~$3.25 per share, ~~effective~~payable quarterly ~~with~~on the ~~open~~ first day of ~~business~~March, onJune, ~~January~~September 9and December, ~~2009.~~ as ~~The~~declared by the Company’s ~~shares~~board ~~are~~of ~~expected~~directors toout ~~continue~~of tofunds ~~trade~~legally ~~under the symbol~~available ~~ACUS~~therefor.

~~Item~~After March 1, 72009, the Company will no longer be obligated to make an additional payment (the “Make-Whole Payment”) to any holder of the Preferred Stock who elects to voluntarily convert his, her or its shares of Preferred Stock equal to the aggregate amount of dividends that would have been payable on the Preferred Stock so converted from the original date of issuance through and including March 1, 2009, less any dividends already paid on the Preferred Stock.01 ~~Regulation~~The FDMake-Whole ~~Disclosure~~Payment is payable by the Company, at its option, in cash, in additional shares of our common stock or in a combination of both.

OnThis ~~January 7,~~is ~~2009,~~ the ~~Company~~fifth ~~issued~~quarterly adividend ~~press~~that ~~release~~has ~~announcing~~not ~~that~~been declared and paid on the ~~effective~~Preferred atStock. Under the ~~open~~terms of ~~business~~the Preferred ~~on January 9~~Stock, ~~2009,~~ the ~~Company’s~~holders ~~common stock~~thereof ~~will~~shall be ~~delisted~~entitled ~~from~~to ~~The~~vote ~~Nasdaq~~as ~~Capital~~a ~~Market.~~separate Aclass to ~~copy~~elect oftwo directors if the ~~press~~Company has not paid the equivalent of six or ~~release~~more isquarterly ~~being~~dividends, ~~furnished~~whether asor ~~Exhibit 99~~not consecutive.1 toThese ~~this~~voting ~~Current~~rights ~~Report~~will continue until the Company pays the full accrued but unpaid dividends on ~~Form 8-K~~the Preferred Stock.

This Item 7.01, including 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.2

~~Item 9.01 Financial Statements and Exhibits.~~SIGNATURES

~~(d) Exhibits~~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.

Exhibit No.		Description
	ACUSPHERE, INC.
99.1		Press Release, dated January 7, 2009, of Acusphere, Inc. (furnished herewith)
Dated: February 10, 2009	By:	/s/ Lawrence A. Gyenes
		Name:	Lawrence A. Gyenes
		Title:	Senior Vice President, Chief Financial Officer and Secretary

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.

	ACUSPHERE, INC.
Dated: January 7, 2009	By	/s/ Lawrence A. Gyenes
		Name:	Lawrence A. Gyenes
		Title:	Senior Vice President, Chief Financial
			Officer and Secretary

EXHIBIT INDEX

Exhibit No.		Description
99.1		Press Release, dated January 7, 2009, of Acusphere, Inc. (furnished herewith)

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