UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D.C. 20549

~~Form~~FORM 8-K

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

~~Pursuant~~PURSUANT toTO ~~Section~~SECTION 13 orOR 15(dD) ofOF ~~the~~THE ~~Securities~~SECURITIES ~~Exchange~~EXCHANGE ~~Act~~ACT ofOF 1934

~~Date~~JULY ~~of Report (Date of earliest event reported): June 23~~21, 2009

Date of Report (date of Earliest Event Reported)

O2DIESEL CORPORATION

(Exact ~~name~~Name of ~~registrant~~Registrant as ~~specified~~Specified in its ~~charter~~Charter)

Commission file number: 001-32228

DELAWARE	001-32228	91-2023525
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File No.)	(I.R.S. Employer Identification No.)

Delaware (State of incorporation)	91-2023525 (I.R.S. Employer Identification No.)
100 Commerce Drive, Suite 301 Newark, DE (Address of principal executive offices)	19713 (Zip Code)

100 COMMERCE DRIVE, SUITE 301, NEWARK, DE 19713

(Address of principal executive offices and zip code)

(302) 266-6000

(Registrant’s telephone number, including area code)

~~Check the~~NOT ~~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:~~APPLICABLE

o(Former name ~~Written~~or ~~communications~~former ~~pursuant~~address, toif ~~Rule~~changed ~~425~~from ~~under~~last ~~the Securities Act (17 CFR 230.425~~report)

oCheck ~~Soliciting~~the appropriate ~~material~~box ~~pursuant~~below toif ~~Rule~~the ~~14a~~Form 8-12K ~~under~~filing is intended to simultaneously satisfy the ~~Exchange~~filing ~~Act~~obligation of the registrant under any of the following provisions (17see ~~CFR~~General Instruction ~~240~~A.~~14a-12~~2. below):

o[ ] Written ~~Pre-commencement~~ communications pursuant to Rule ~~14d-2(b)~~425 under the ~~Exchange~~Securities Act (17 CFR ~~240~~ 230.~~14d-2 (b~~425))

o[ ] Soliciting ~~Pre-commencement~~material ~~communications~~ pursuant to Rule ~~13e~~14a-~~4(c)~~12 under the Exchange Act (17 CFR 240.~~13e~~14a-~~4 (c~~12))

~~SECTION~~[ ] 1Pre-commencement communications pursuant to Rule 14d--2(b) ~~REGISTRANT’S~~under ~~BUSINESS~~the ~~AND~~Exchange ~~OPERATIONS~~Act (17 CFR 240.14d-2(b))

~~Item~~[ ] ~~1.01~~Pre-commencement ~~Entry~~communications ~~into~~pursuant ato ~~Material~~Rule ~~Definitive~~13e-4(c) ~~Agreement~~under the Exchange Act (17 CFR 240.13e-14(c)).

~~On June~~Item ~~30th, 2009, O2Diesel Corporation (the “Company”) and its wholly owned subsidiary O2Diesel Fuels, Inc~~1. ~~(“O2Diesel Fuels,” and together with the Company, the~~03 Bankruptcy ~~“Debtors”)~~Or received a first lien bridge loan (the “Loan”) from Energenics Pte. Ltd. (“Energenics”) in the amount of $200,000. The Debtors issued a secured promissory note (the “Note”) to Energenics, pursuant to which the principal amount thereunder accrues interest at an annual rate of 15.00%, and such principal and all accrued interest will be due and payable on demand of Energenics. The purpose of the Loan is to provide liquidity to the Debtors in advance of the Debtors’ anticipated bankruptcy filings under Chapter 11 of the US Bankruptcy Code.Receivership

InOn July 21, 2009 (the “Petition Date”), ~~event that~~O2Diesel anCorporation ~~Event~~(the “Company”) and its wholly owned subsidiary of ~~Default~~a subsidiary, O2Diesel Fuels, Inc. (as“O2Diesel ~~defined~~Fuels,” inand together with the Company, ~~Note~~the “Debtors”), ~~has~~each ~~occurred,~~filed ~~then~~a voluntary petition for reorganization under chapter 11 of the ~~entire~~United ~~Note~~States ~~automatically~~Bankruptcy ~~becomes~~Code ~~due~~(the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). The cases are being jointly administered under the Company’s case (case no. 09-12585 (KJC)). The Debtors intend to continue to manage and operate ~~payable~~their ~~without~~business ~~any~~as ~~notice~~debtors orin possession pursuant to Bankruptcy Code ~~other~~sections ~~action~~1107 by and 1108. On the Petition Date, the Debtors filed a joint plan of reorganization that proposes to cancel all shares of the Company’s stock and for the reorganized entity to issue new common stock to the plan funder, Energenics Holdings, Pte Ltd. Unsecured creditors are projected to receive a distribution of approximately 5% of their allowed claims. Information about the case is available from the Clerk of the Court, located at United States Bankruptcy Court, 824 North Market Street, 3rd Floor, Wilmington, Delaware 19801.

The Company’s subsidiary O2Diesel Europe PLC (“O2Diesel Europe”) executed a Guaranty Agreement (the “Guaranty”) in favor of Energenics. In the event the Debtors default under the terms and provisions of the Note, upon demand, O2Diesel Europe will pay to Energenics all amounts remaining unpaid under the Note.

The foregoing is a summary of the material terms of the Note and Guaranty are qualified in their entirety by copies of the Note and Guaranty attached as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and incorporated herein by reference.

SECTION 2 -- FINANCIAL INFORMATION

Item 2.03 - Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The disclosures required to be provided herein is incorporated by reference to Item 1.01 above.

SECTION 9 — FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No. Description

10.1 Secured Promissory Note, issued by O2Diesel Corporation and O2Diesel Fuels, Inc. on June 23, 2009. Filed herewith.

10.2 Guaranty, issued by O2Diesel Europe PLC on June 23, 2009. Filed herewith.

10.3 Security Agreement, be O2Diesel Corporation, O2Diesel, Inc. and Energenics Pte. Ltd., dated June 23, 2009. Filed herewith.

SIGNATURE

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

	~~O2DIESEL CORPORATION~~	O2DIESEL CORPORATION
	By:	/s/ Alan R. Rae
Date: July 27, 2009	By:	/s/ Alan R. Rae
		Alan R. Rae
		Chief Executive Officer

Date: June __, 2009

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