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): ~~April~~July 1416, 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


	(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~~obligation of the registrant under any ~~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 14.01. ~~Entry~~Changes ~~into~~in aRegistrant’s ~~Material~~Certifying ~~Definitive Agreement~~Accountant.

~~Background~~(a) On July 16, 2010, the Audit Committee of the Board of Directors of Ore Pharmaceutical Holdings Inc. (the “Company”) dismissed Ernst & Young LLP, which served as the Company’s independent registered public accounting firm.

InThe ~~October~~audit ~~2009,~~reports ~~the~~of ~~Company~~Ernst ~~completed~~& aYoung ~~previously~~LLP ~~announced reorganization~~on ~~intended~~the ~~primarily~~consolidated tofinancial statements ~~protect~~of the ~~value~~Company as of and for the ~~Company’s~~years ended December 31, ~~net~~2008 ~~operating~~and ~~loss~~2009 ~~tax~~did ~~carryforwards~~not ~~and~~contain toany ~~facilitate~~adverse ~~the~~opinion ~~Company’s~~or disclaimer of ~~intent~~opinion, tonor ~~transition~~were ~~into~~they aqualified ~~pharmaceutical~~or ~~asset~~modified ~~management~~as to uncertainty, audit ~~company. The~~scope, ~~Company~~or ~~intended~~accounting toprinciples, ~~pursue~~except athat ~~strategy~~the audit report of ~~acquiring~~Ernst & ~~interests~~Young inLLP ~~pharmaceutical~~on ~~assets~~the ~~whose~~consolidated ~~value~~financial ~~could~~statements beof ~~significantly~~the Company as of ~~enhanced~~and ~~through~~for ~~targeted~~the ~~development,~~year ~~with~~ended ~~the~~December ~~goal~~31, of2009 ~~then~~indicated ~~monetizing~~substantial doubt ~~these~~about ~~assets~~the ~~through~~Company’s ~~sale~~ability orto ~~out-licensing~~continue ~~transactions. The~~as ~~Company~~a going concern because of ~~anticipated~~the ~~that~~Company’s itcontinued ~~would~~incurrence ~~fund~~of ~~these~~significant ~~programs~~losses ~~through~~from ~~designing, raising~~operations and ~~investing~~uncertainty ~~alternative~~as ~~financing~~to ~~vehicles~~the Company’s ability to obtain additional financing.

~~The~~During ~~Company~~the ~~pursued~~two ~~this~~fiscal ~~strategy~~years ~~through~~ended ~~the~~December ~~remainder of 2009. However~~31, as2008 ~~previously disclosed in a Current Report on Form 8-K filed with the Securities~~ and ~~Exchange Commission on January 28~~2009, ~~2010~~ and in the ~~Company’s Form 10-K filed with the Securities and Exchange~~ ~~Commission~~subsequent oninterim ~~March~~period 15through July 16, 2010, (the ~~Company~~“Relevant ~~received notice~~Period”), ~~and was later~~ ~~sued,~~there bywere ~~the~~no ~~landlords~~(1) of“disagreements” ~~two~~(as ~~properties~~defined ~~located~~ in ~~Gaithersburg, Maryland~~Item in304(a)(1)(iv) ~~relation to two guaranties~~ of ~~leases provided by the Company~~ inRegulation ~~connection~~S-K ~~with~~and ~~the~~related ~~assignment~~instructions) ofwith ~~those~~Ernst ~~leases~~& asYoung ~~part~~LLP ofon ~~a sale of a~~any ~~division~~matter byof ~~the~~accounting ~~Company~~principles inor ~~2006. The~~practices, ~~Company~~financial ~~has determined that it~~statement ~~will~~disclosure, beor ~~unable~~auditing toscope ~~execute~~or ~~upon~~procedures, ~~its~~which ~~strategy~~disagreements, ~~for~~if ~~the foreseeable future~~not ~~due~~resolved to ~~the~~Ernst ~~potential~~& ~~financial~~Young ~~impacts~~LLP’s ofsatisfaction, ~~those~~would ~~lawsuits~~have oncaused ~~the~~them ~~Company~~to asmake ~~well~~reference asin ~~the~~connection ~~reluctance~~with oftheir ~~potential~~report ~~investors~~ to ~~participate in alternative financing vehicles managed by a public entity. As a result,~~ the ~~management~~subject ~~proposed,~~matter ~~and the Board~~ of ~~Directors of the Company has~~ ~~directed, that~~ the ~~Company~~disagreement ~~take~~or ~~actions~~(2) to“reportable ~~further~~events” ~~reduce~~(as ~~costs~~defined ~~and~~in Item ~~recognize~~304(a)(1)(v) ~~the value~~ of ~~certain~~Regulation ofS-K ~~the~~and ~~Company’s assets while the Company continues the litigation~~ related ~~to the leases~~instructions).

~~Management~~The ~~Services~~Company ~~Agreement~~has provided Ernst & Young LLP with a copy of this disclosure and has requested that Ernst & Young LLP furnish it with a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the above statements, and if not, stating the respect in which Ernst & Young LLP does not agree. A copy of such letter, dated July 22, 2010, is attached as Exhibit 16.1 to this Current Report on Form 8-K.

In(b) On ~~conjunction~~July ~~with~~16, ~~this~~2010, ~~decision~~the byAudit Committee of the Board, of Directors of the Company ~~has~~engaged ~~entered~~BDO USA, LLP as the Company’s independent ~~into~~registered apublic ~~Management~~accounting ~~Services~~firm ~~Agreement,~~for ~~dated~~the asfiscal ofyear ~~April~~ending 14December 31, 2010. During the Relevant Period, byneither ~~and~~the Company nor anyone ~~between~~acting ~~the~~on ~~Company~~its ~~and~~behalf ~~p-Value~~consulted ~~Capital~~with ~~Management,~~BDO ~~LLC~~USA, aLLP ~~private~~regarding (1) the ~~pharmaceutical~~application ~~asset~~of ~~management~~accounting ~~firm~~principles ~~(“p-Value”)~~to ~~(the~~a ~~“Agreement”). The~~specified transaction, either ~~Board~~completed ~~anticipates~~or proposed, or the type of audit opinion that might be rendered on the ~~Agreement~~Company’s ~~will~~financial ~~further~~statements, ~~reduce~~and ~~costs~~neither a written report was provided to the Company or oral advice was provided that BDO ~~Company~~USA, ~~while~~LLP ~~still~~concluded ~~permitting~~was ~~the~~an ~~operations~~important offactor considered by the Company in reaching a decision as to ~~continue~~an accounting, auditing or financial reporting ~~and~~issue, ~~the~~or ~~potential~~(2) ~~value~~any ofmatter that was the ~~assets~~subject of ~~the~~a ~~Company~~“disagreement” toor ~~be recognized~~a ~~over~~“reportable ~~time~~event”.

~~Under~~Item ~~the Agreement, the Company has engaged p-Value to manage the operations of the Company on behalf, and under the direction, of the Board of Directors~~9. ~~The~~01 ~~four~~Financial ~~members~~Statements ~~of p-Value consist of Mark J. Gabrielson, Stephen Donahue, Benjamin L. Palleiko~~ and ~~Geoffrey Wilson~~Exhibits. Messrs. Gabrielson and Palleiko and Dr. Donahue are all currently executive officers of the Company, and Mr. Wilson is an employee. The Agreement calls for p-Value to provide specified services to the Company in exchange for a quarterly fee and certain incentive payments. The services to be 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 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 Company, or a 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.

In(d) The ~~addition,~~following ~~p-Value~~exhibit ~~will~~is ~~make~~filed ~~available~~with tothis ~~the Company individuals who~~Report: 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.

Exhibit No.		Description

16.1		Letter from Ernst & Young LLP to the Securities and Exchange Commission, dated July 22, 2010.

~~In conjunction with the Agreement, the four named individuals have~~SIGNATURES 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.

APursuant ~~copy~~to the requirements of the ~~Agreement~~Securities ~~will~~Exchange beAct ~~filed~~of as1934, ~~an exhibit to~~ the ~~Company’s~~registrant ~~Quarterly~~has ~~Report~~duly oncaused ~~Form~~this ~~10-Q~~report ~~for~~to ~~the~~be ~~quarter~~signed ~~ending~~on ~~June~~its ~~30,~~behalf ~~2010~~by the undersigned hereunto duly authorized.

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

	ORE PHARMACEUTICAL HOLDINGS INC.


Dated: July 21, 2010	/s/ BENJAMIN L. PALLEIKO
	Benjamin L. Palleiko
	Chief Financial Officer

~~(a),~~EXHIBIT ~~(d), (f): Not applicable.~~INDEX

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

Exhibit No.		Description

16.1		Letter from Ernst & Young LLP to the Securities and Exchange Commission, dated July 22, 2010.

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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