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): January 26, 2009

Date of Report (Date of Earliest Event Reported) January 21, 2009

MRU Holdings, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

001-33073		33-0954381
(Commission File Number)		(I.R.S. Employer Identification No.)

590 Madison Avenue, 13th Floor New York, New York		10022
(Address of Principal Executive Offices)		(Zip Code)

(212) 398-1780

(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 filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):

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 1 3.01 ~~Entry~~ ~~into~~Notice of Delisting or Failure to Satisfy a ~~Material Definitive~~Continued ~~Agreement~~Listing Rule or Standard; Transfer of Listing.

(b) As previously ~~disclosed~~reported, on ~~January~~December 918, ~~2009~~2008, MRU Holdings, Inc. (the “Company”) ~~entered~~notified ~~into~~the aNasdaq ~~Fourth~~Stock ~~Amendment~~Market ~~agreement~~that, ~~(the~~solely ~~“Fourth~~due ~~Amendment”) with respect~~ to ~~its~~a ~~12%~~vacancy ~~senior~~on ~~secured notes (~~the ~~“Senior Secured Notes”). The Fourth~~Company’s ~~Amendment~~board ~~was~~of ~~made~~directors byresulting ~~and~~from ~~among~~ the ~~Company;~~resignation ~~Embark~~of ~~Corp~~C. ~~(“Embark”)~~David Bushley, ~~Embark~~the ~~Online,~~Company ~~Inc.~~was ~~(“Embark~~not ~~Online”),~~in ~~Goto~~compliance ~~College~~with ~~Holdings Inc.~~ (~~“Goto College”~~i)~~, iempower,~~ ~~inc.~~Nasdaq Rule 4350(~~“iempower”~~c)~~, MRU Originations, Inc.~~ (~~“MRU Originations”~~1), ~~and~~which requires ~~MRU~~that ~~Universal~~the ~~Guaranty~~Company ~~Agency,~~maintain ~~Inc.~~a ~~(“MRU~~majority ~~Universal”;~~of ~~Embark,~~independent ~~Embark~~directors ~~Online, Goto College, iempower, MRU Originations~~ and ~~MRU~~(ii) ~~Universal, collectively, the~~Nasdaq ~~“Subsidiaries”~~Rule 4350(d),(2)(A) ~~each of~~ which isrequires athat ~~subsidiary of~~ the Company; ~~Longview~~maintain ~~Marquis Master~~an ~~Fund,~~audit ~~L.P.,~~committee of anot ~~British~~less ~~Virgin~~than ~~Islands~~three ~~limited~~members ~~partnership~~who ~~(including~~meet ~~as successor~~the toindependence ~~The~~criteria ~~Longview~~set ~~Fund,~~forth ~~L.P., a California limited partnership, under~~in ~~the~~Rule ~~Purchase Agreement~~ 10A-3(~~as defined below~~b)~~, “Buyer”~~(1); ~~and~~under ~~Viking~~the ~~Asset Management,~~Securities ~~LLC~~Exchange ~~(“Viking”),~~Act aof ~~California limited liability company~~1934, ~~in its capacity~~ as ~~collateral~~amended ~~agent~~and Nasdaq ~~for~~Rule ~~the benefit of Buyer~~ 4200(~~in such capacity, the “Collateral Agent”~~a)(15).

~~Among other~~On ~~things~~January 29, 2009, the ~~Fourth Amendment~~Company notified ~~amended~~Nasdaq ~~certain provisions~~ of the ~~Purchase~~ ~~Agreement~~resignation ~~including~~from the ~~covenant~~Board ~~with~~of ~~respect~~Directors toof a second independent director and the ~~amount~~Chairman of the Company’s ~~indebtedness~~audit ascommittee, itMr. Richmond ~~relates~~T. toFisher, ~~payables. The~~and ~~covenant~~advised ~~was amended~~Nasdaq that the Company continued to ~~extend~~not ~~the~~be ~~date~~in compliance bywith ~~which~~Nasdaq ~~the~~Rules ~~Company’s~~4350(c)(1) ~~receivables~~and ~~must~~4350(d)(2)(A) ~~decrease~~because toof the two ~~$5,000,000~~vacancies ~~until~~resulting ~~January~~from ~~21,~~the ~~2009~~resignations ~~(“Accounts~~of ~~Payable~~Mr. ~~Decrease~~Bushley and Mr. ~~Date”)~~Fisher.

On January 21, 2009, the parties agreed to extend the Accounts Payable Decrease Date until January 22, 2009 and, on January 23, 2008 the parties further agreed to extend the Accounts Payable Decrease Date until January 28, 2009, in each case subject to all the other same terms and conditions as set forth in the Fourth Amendment.

Item 5.02

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

(eb) As On ~~previously reported, on~~ January 826, 2009, ~~the~~Richmond ~~Company~~T. ~~agreed~~Fisher ~~with~~resigned ~~each~~from ~~of Raza Khan and Vishal Garg,~~ the Company’s ~~co-presidents,~~Board ~~to extend the deadline by which the Company or Messrs. Khan or Garg may provide notice~~ of ~~their intention~~ not to renew the Employment Agreements (as defined below) for an additional five years (the “Notice Deadline”) pursuant to Amendment agreements (each an “Amendment” and together, the “Amendments”) with each of MessrsDirectors. Khan and Garg. These agreements amended the employment agreements, dated as of April 1, 2004, by and between Mr. Khan or Mr. Garg, as applicable, and the Company, as successor-in-interest to iempower, inc., as amended (the “Employment Agreements”) to extend the Notice Deadline from January 8, 2009 until January 21, 2009.

On January 21, 2009 the Employment Agreements were further amended to extend the Notice Deadline until the later of (i) the Accounts Payable Decrease Date (as defined in Item 1.01 above, which such definition is incorporated herein by reference) and (ii) February 4, 2009.

SIGNATURES

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

	MRU HOLDINGS, INC.
January 26, 2009	By:	/s/ Jonathan Coblentz
January 29, 2009	By:	/s/ Jonathan Coblentz
		Name: Jonathan Coblentz
		Title: Chief Financial Officer and Treasurer

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