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 1934Date of Report (Date of earliest event reported): ~~March~~April 1614, 2010

ORE PHARMACEUTICAL HOLDINGS INC.
(Exact name of registrant as specified in its charter)

Delaware

0-23317

27-1088078

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

One Main Street, Suite 300
Cambridge, Massachusetts 02142
(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (617) 649-2001

610 Professional Drive, Suite 101Gaithersburg, Maryland 20879


	(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 obligations of the registrant under any of the following provisions:

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

⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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

⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 31.01. ~~Notice~~Entry ofinto ~~Delisting or Failure to Satisfy~~ a ~~Continued~~Material ~~Listing~~Definitive ~~Rule or Standard; Transfer of Listing~~Agreement.

~~(a) As previously announced, on September 15, 2009, Ore~~Background Pharmaceutical Holdings Inc. (the “Company”) received a written notice from The Nasdaq Stock Market (“Nasdaq”) stating that for the previous 30 consecutive business days, the bid price of the Company’s common stock, $0.01 par value per share (the “Common Stock”), had closed below the minimum $1.00 per share requirement for continued listing on The Nasdaq Capital Market pursuant to Marketplace Rule 5550(a)(2). The notification also stated that, pursuant to Marketplace Rule 5810(c)(3)(A), the Company had a grace period of 180 calendar days, or until March 15, 2010, to regain compliance with the minimum bid price requirement. In order to have regained compliance, the bid price of the Company’s Common Stock must have closed at $1.00 per share or more for a minimum of 10 consecutive business days during the grace period. The Company did not regain compliance with the minimum bid price requirement by March 15, 2010. Accordingly, on March 16, 2010, the Company received a written notice from Nasdaq notifying the Company that unless the Company requests a hearing before the Nasdaq Hearings Panel on or before 4:00 p.m. Eastern Time on March 23, 2010, trading of the Common Stock on The Nasdaq Capital Market will be suspended at the opening of business on March 25, 2010, and a Form 25-NSE will be filed by Nasdaq with the Securities and Exchange Commission (the “SEC”), which will remove the Company’s Common Stock from listing and registration on Nasdaq.

IfIn October 2009, the Company ~~does~~completed ~~not~~a ~~appeal~~previously ~~Nasdaq’s~~announced reorganization ~~determination,~~intended primarily to protect the value of the Company’s ~~Common~~net ~~Stock~~operating ~~may~~loss ~~become~~tax ~~eligible~~carryforwards and to ~~trade~~facilitate on the ~~OTC~~Company’s intent ~~Bulletin~~to ~~Board~~transition orinto a pharmaceutical asset management incompany. The ~~the~~Company ~~“Pink~~intended ~~Sheets”~~to ifpursue a ~~market~~strategy ~~maker~~of ~~makes~~acquiring interests ~~application~~in topharmaceutical ~~register~~assets inwhose value could be significantly ~~and~~enhanced ~~quote~~through targeted development, with the ~~Common~~goal ~~Stock~~of inthen ~~accordance~~monetizing these ~~with~~assets ~~SEC~~through ~~Rule~~sale ~~15c2~~or out-~~11,~~licensing ~~and~~transactions. The ~~such~~Company ~~application~~anticipated (athat ~~“Form~~it ~~211”)~~would isfund ~~cleared.~~these ~~Only~~programs athrough ~~market maker~~designing, ~~not the~~raising ~~Company,~~and ~~may~~investing ~~file~~alternative afinancing ~~Form 211~~vehicles.

The Company ~~does~~pursued ~~not~~this ~~intend~~strategy tothrough ~~appeal~~the ~~Nasdaq’s~~remainder ~~determination~~of 2009. ~~The~~However, as previously disclosed in a Current Report on Form 8-K ~~Company~~filed ~~has~~with ~~begun~~the Securities and Exchange Commission on January 28, 2010 and in the ~~process~~Company’s toForm ~~have~~10-K ~~its~~filed ~~Common~~with ~~Stock~~the ~~quoted~~Securities and Exchange Commission on March 15, 2010, the ~~OTC~~Company received notice, and was later ~~Bulletin~~sued, ~~Board~~by ~~following~~the ~~cessation~~landlords of ~~listing~~two onproperties ~~Nasdaq. However~~located in Gaithersburg, Maryland ~~there~~in relation to two guaranties of leases provided by the Company ~~can~~in beconnection nowith ~~assurance~~the ~~when,~~assignment ifof atthose ~~all,~~leases as part of a sale of a division by the ~~Common~~Company ~~Stock~~in 2006. The Company has determined that it will be ~~eligible~~unable to execute upon its strategy for the foreseeable future ~~for~~due ~~obtaining~~to ~~quotes~~the potential financial impacts of those lawsuits on the ~~OTC~~Company as ~~Bulletin~~well ~~Board. If~~as the ~~Common~~reluctance ~~Stock~~of ispotential investors to participate in ~~not~~alternative sofinancing ~~eligible~~vehicles managed by a public entity. As a result, the management proposed, and the Board of Directors of the Company ~~expects~~has directed, that ~~its~~the ~~Common~~Company ~~Stock~~take ~~would~~actions beto further reduce costs and ~~traded~~recognize inthe value of certain of the ~~“Pink~~Company’s ~~Sheets”~~assets while the Company continues the litigation related to the leases.

~~(b),~~Management ~~(c)~~Services ~~and (d): Not applicable.~~Agreement

~~SIGNATURES~~In conjunction with this decision by the Board, the Company has entered into a Management Services Agreement, dated as of April 14, 2010, by and between the Company and p-Value Capital Management, LLC, a private pharmaceutical asset management firm (“p-Value”) (the “Agreement”). The Board anticipates that the Agreement will further reduce costs to the Company while still permitting the operations of the Company to continue and the potential value of the assets of the Company to be recognized over time.

~~Pursuant~~Under the Agreement, the Company has engaged p-Value to manage the operations of the ~~requirements~~Company on behalf, and under the direction, of the Board ~~Securities~~of ~~Exchange~~Directors. The ~~Act~~four members of ~~1934~~p-Value consist of Mark J. Gabrielson, Stephen Donahue, Benjamin L. Palleiko and Geoffrey Wilson. Messrs. Gabrielson and Palleiko and Dr. Donahue are all currently executive officers of the ~~registrant~~Company, and Mr. Wilson is an ~~has~~employee. The ~~duly~~Agreement ~~caused~~calls ~~this~~for ~~report~~p-Value to provide specified services to the Company in exchange for a quarterly fee and certain incentive payments. The services to be ~~signed~~provided include, among other things, management of the Company’s operations, and overseeing and managing the Company’s intellectual property assets, ongoing litigation, and potential disposition and commercialization of assets and related activities. The initial term of the agreement will be for one year from the effective date of the Agreement, which is April 26, 2010, and the quarterly fee to p-Value will be $275,000. The incentive payments will relate to the achievement of specified objectives as determined by the Board of Directors, and will be based, in certain instances, on the amount of the proceeds received by the Company in connection with certain transactions. The Company will also reimburse p-Value for expenses incurred in the execution of its ~~behalf~~duties and for certain benefits provided to Messrs. Gabrielson and Wilson in 2010, and will permit p-Value to continue to operate within the Company’s leased office space in Cambridge, Massachusetts. The Company has the right to terminate the agreement upon 180 days notice generally, and immediately upon certain events, including a sale of the Company, a determination by the Board that termination is necessary in order to comply with applicable law, bankruptcy or receivership proceedings involving the ~~undersigned~~Company, ~~hereunto~~or ~~duly~~a ~~authorized~~material, unremedied breach of the Agreement by p-Value. p-Value also has the right to terminate the Agreement with 180 days notice. Each of the Company and p-Value have agreed to indemnify one another, subject to certain limitations, under the Agreement.

		ORE PHARMACEUTICAL HOLDINGS INC.
Dated: March 22, 2010		/s/ Benjamin L. Palleiko
		Benjamin L. Palleiko
		Senior Vice President and Chief Financial Officer

In addition, p-Value will make available to the Company individuals who will be designated by the Company to fill executive officer and other roles at the Company. Under the Agreement, Mr. Gabrielson will be appointed as Chief Executive Officer and President of the Company; Mr. Palleiko will be appointed Senior Vice President, Chief

Financial Officer, Treasurer and Secretary of the Company; and Dr. Donahue will be appointed Senior Vice President, Clinical Development of the Company. In addition, the Agreement provides that Mr. Wilson will be appointed to the role of Director, Strategy of the Company. Although these individuals will be appointed to fill the designated roles, they have resigned as employees of the Company and their relationship and responsibilities to the Company will be as defined in the Agreement.

In conjunction with the Agreement, the four named individuals have submitted their resignations to the Company as employees of the Company, effective on April 26, 2010, and the Board has accepted their resignations. As described above, the Board has appointed those individuals to the positions described above, effective April 26, 2010, in conjunction with the Agreement.

A copy of the Agreement will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ending June 30, 2010.

Item 5.02: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(a), (d), (f): Not applicable.

(b), (c), (e):

In conjunction with the Agreement described above, on April 14, 2010 the following executive officers of the Company resigned, effective April 26, 2010. The Board then appointed those individuals to the listed positions as provided for in the Agreement, effective April 26, 2010, following their submission as proposed appointees to such positions by p-Value:

-	Mark J. Gabrielson resigned as Chief Executive Officer and President. Mr. Gabrielson is the Managing Member of p-Value and was proposed to the Board to fill the role of Chief Executive Officer and President of the Company. The Board appointed him to those positions pursuant to the Agreement. Mr. Gabrielson is not an employee of the Company, but is seconded to the Company under the Agreement. Mr. Gabrielson remains a Director of the Company.
-	Benjamin L. Palleiko resigned as Senior Vice President and Chief Financial Officer, Secretary and Treasurer. Mr. Palleiko is a Member of p-Value and was proposed to the Board to fill the role of Senior Vice President and Chief Financial Officer, Secretary and Treasurer of the Company. The Board appointed him to those positions pursuant to the Agreement. Mr. Palleiko is not an employee of the Company, but is seconded to the Company under the Agreement.
-	Stephen Donahue, M.D., resigned as Senior Vice President, Clinical Development. Dr. Donahue is a Member of p-Value and was proposed to the Board to fill the role of Senior Vice President, Clinical Development of the Company. The Board appointed him to those positions pursuant to the Agreement. Dr. Donahue is not an employee of the Company, but is seconded to the Company under the Agreement.

None of Mr. Gabrielson, Mr. Palleiko or Dr. Donahue will receive any compensation directly from the Company for their services in the positions noted above pursuant to the Agreement. Rather, they will be compensated directly by p-Value. Information regarding such compensation is set forth in Item 1.01 above and is incorporated herein by this reference.

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.

		ORE PHARMACEUTICAL HOLDINGS INC.


Dated: April 16, 2010		/s/ BENJAMIN L. PALLEIKO
		Benjamin L. Palleiko
		Chief Financial Officer

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