UNITED STATES

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): August 2428, 2012

HELICOS BIOSCIENCES CORPORATION

(Exact Name of Registrant as Specified in Charter)

Delaware		001-33484		05-0587367
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

One Kendall Square Building 200 Cambridge, Massachusetts		02139
(Address of Principal Executive Offices)		(Zip Code)

(617) 264-1800

(Registrant’s telephone number, including area code)

Not applicable

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

Check the appropriate box below if the Form 8-K 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 18.01. ~~Entry~~Other ~~into a Material Definitive Agreement.~~Events

AsOn ~~previously disclosed, on November~~August 1627, 2010, Helicos BioSciences Corporation (the “Company”) ~~entered~~filed ~~into~~ a ~~Risk~~lawsuit ~~Premium~~against ~~Payment~~Pacific ~~Agreement~~Biosciences ~~(the~~of California, Inc. (“~~Risk~~Pacific ~~Premium Agreement~~Biosciences”) ~~with~~in ~~certain funds affiliated with Atlas Venture and Flagship Ventures (collectively,~~ the ~~“Lenders”). On~~United ~~August 28,~~States ~~2012,~~District ~~the~~Court ~~Company~~for ~~and~~ the ~~Lenders~~District ~~entered~~of ~~into~~Delaware ~~a letter agreement~~ (~~the~~CA. ~~“Letter Agreement”~~No. 10-735-SLR) ~~whereby~~alleging ~~the~~that ~~Lenders~~Pacific ~~waived~~Biosciences ~~defaults~~infringes ~~arising~~certain ~~from~~of the Company’s ~~failure~~patents. On toOctober 22, ~~pay~~2010, ~~certain~~the ~~risk~~Company ~~premium~~filed ~~payments~~an inamended ~~connection~~complaint ~~with~~naming ~~prior liquidity transactions in accordance with the Risk Premium Agreement~~Illumina, Inc. ~~and agreed to defer payment thereof until ten~~ (10“Illumina”) ~~business~~ ~~days~~and ~~after~~Life ~~receipt~~Technologies ofCorporation a(“Life ~~written~~Technologies”) ~~notice~~as ~~from~~additional ~~the~~defendants ~~Lenders~~and ~~demanding~~adding ~~the~~certain ~~payment~~ of the ~~such~~Company’s ~~risk~~patents ~~premium~~to ~~payments~~the litigation. ~~The~~As ~~Letter~~previously ~~Agreement~~disclosed, ~~also amended~~ the ~~Risk~~Company ~~Premium~~has ~~Agreement~~since tosettled ~~provide~~with ~~that~~Pacific ~~the~~Biosciences ~~Lenders~~and ~~may~~dismissed ~~defer~~its ~~the~~claims ~~payment~~against ~~future~~Life ~~risk~~Technologies ~~premium~~and ~~payments~~certain ~~until~~claims ~~such~~against ~~payment~~Illumina. isAs ~~demanded~~a byresult ~~the Lenders. Any payments~~ of ~~risk premium that are deferred in accordance with~~ the ~~Letter~~foregoing ~~Agreement~~settlements and ~~the Risk Premium Agreement~~dismissals, Illumina aswas ~~amended by~~ the ~~Letter~~only ~~Agreement,~~remaining ~~will~~defendant ~~bear~~in ~~interest~~the atmatter anand ~~annual~~solely ~~rate~~with ~~equal~~respect to ~~ten~~one ~~percent~~of ~~(10%)~~the Company’s patents.

The ~~foregoing~~Company ~~description~~previously filed a motion for summary judgment seeking a judgment that Illumina has infringed one of the ~~Letter~~Company’s ~~Agreement~~patents. Illumina isfiled ~~subject~~motions ~~to,~~for summary judgment seeking judgments that it has not infringed the patent and ~~qualified~~that inthe ~~its~~applicable ~~entirety~~patent byis invalid. On June 29, ~~reference~~2012, tothe court heard oral argument regarding the ~~Letter~~parties’ ~~Agreement~~claim construction positions and pending motions for summary judgment. On August 28, a2012, ~~copy~~the court granted Illumina’s motion for summary judgment of ~~which~~invalidity isbased ~~included~~on asan ~~Exhibit 10~~inadequate written description, and denied the Company’s motion for summary judgment and Illumina’s motion for summary judgment that it has not infringed the patent.1 The toCompany ~~this~~disagrees ~~report~~with the court’s ruling and is ~~hereby~~considering ~~incorporated~~its byoptions ~~reference~~with respect to an appeal thereof.

~~Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~2

On August 24, 2012, Noubar B. Afeyan resigned from his position on the Company’s board of directors and on August 27, 2012, Peter Barrett resigned from his position on the Company’s board of directors. Neither Dr. Afeyan’s nor Mr. Barrett’s decision to resign from the board of directors arose or resulted from any disagreement with the Company on any matters relating to the Company’s operations, policies or practices.SIGNATURES

~~Item~~Pursuant ~~9.01~~to ~~Financial~~the ~~Statements~~requirements ~~and~~of ~~Exhibits~~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.

(d) Exhibits

	HELICOS BIOSCIENCES CORPORATION


	By:	/s/ Jeffrey R. Moore
Date: August 31, 2012	Name:	Jeffrey R. Moore
	Title:	Senior Vice President and
		Chief Financial Officer

Exhibit No.		Description
10.1		Letter Agreement re: Risk Premium Agreement, dated August 28, 2012, by and among the Company and each of the Lenders identified therein.

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.

	HELICOS BIOSCIENCES CORPORATION
	By:	/s/ Jeffrey R. Moore
Date: August 28, 2012	Name:	Jeffrey R. Moore
	Title:	Senior Vice President and
		Chief Financial Officer

INDEX OF EXHIBITS

Exhibit No.		Description
10.1		Letter Agreement re: Risk Premium Agreement, dated August 28, 2012, by and among the Company and each of the Lenders identified therein.

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