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): ~~May~~July 132, 2009

NANOGEN, INC.

(Exact name of registrant specified in its charter)

Delaware	000-23541	33-0489621
(State or other jurisdiction ofincorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)


10398 Pacific Center Court, San Diego, California		92121
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone, including area code: (858) 410-4600

(Former name and 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. below):

¨	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 12.01 ~~Entry~~Completion ~~into~~of aAcquisition ~~Material~~or ~~Definitive~~Disposition ~~Agreement~~of Assets

~~The~~On ~~information set~~July 2, ~~forth~~2009, inpursuant ~~Item~~to the Asset Purchase Agreement dated May 113, 2009, as amended, Nanogen, Inc.03 ~~below~~(“Nanogen”) and its subsidiaries Epoch BioSciences, Inc. and Nanotronics, Inc. (together with ~~respect~~Nanogen, the “Debtors”) completed their previously announced sale of substantially all of their assets to Financière Elitech SAS (“Elitech”) and its designee DxCon, Inc. in a sale conducted under the ~~Purchase~~provisions ~~Agreement~~of Section 363 of the U.S. Bankruptcy Code (asthe “Bankruptcy ~~defined~~Code”) ~~below~~and approved by the United States Bankruptcy Court for the District of Delaware (the “Court”) on June 24, 2009 (the “Section 363 Sale”). The aggregate gross purchase price for the Section 363 Sale is ~~incorporated~~$25,685,000. ~~herein~~The Section 363 Sale was closed following the completion of an auction process supervised by ~~reference~~the Court in which Elitech emerged as the winning bidder. See Nanogen’s Current Report on Form 8-K filed on May 15, 2009 (the “May 15, 2009 Form 8-K”) for more information about the Asset Purchase Agreement and the voluntary petition filed by the Debtors under Chapter 11 of Title 11 of the Bankruptcy Code in the Court (the “Chapter 11 Proceeding”).

~~The~~Item summary of the Purchase Agreement in Section 1.03 below does not purport to be complete and is qualified in its entirety by reference to the complete text of the Purchase Agreement, which is filed as Exhibit 2.105 ~~hereto~~Costs ~~and~~Associated iswith ~~incorporated~~Exit ~~herein~~or byDisposal ~~reference.~~ Activities

The disclosures in Item 2.01 of this Form 8-K and Item 1.0203 ~~Termination~~in ofthe aMay 15, ~~Material~~2009 ~~Definitive~~Form ~~Agreement~~8-K are incorporated herein by reference.

OnNanogen ~~May~~is ~~13,~~currently ~~2009,~~unable ~~immediately~~in ~~prior~~good faith to ~~entering~~make ~~into~~a ~~the~~determination ~~Purchase~~of ~~Agreement~~an ~~Nanogen,~~estimate ~~Inc.,~~of ~~a Delaware corporation (~~the ~~“Company”)~~amount ~~and~~or ~~Financière~~range ~~Elitech SAS, a société par actions simplifiée formed under the laws~~ of ~~France (“Elitech”)~~amounts ~~terminated~~expected ~~the~~to ~~Share~~be ~~Exchange~~incurred ~~Agreement,~~in byconnection ~~and~~with ~~between~~ the ~~Company,~~Section 363 ~~Elitech~~Sale and the ~~stockholders~~Chapter of11 ~~Elitech~~Proceeding, ~~dated~~both ~~August 14,~~with ~~2008~~respect ~~(“Share Exchange Agreement”). Pursuant~~ to ~~the~~each ~~Share~~major ~~Exchange~~type ~~Agreement, the Company was to purchase all~~ of ~~the~~cost ~~outstanding~~associated therewith ~~stock~~and ofwith ~~Elitech~~respect into ~~exchange for shares of~~ the ~~Company’s~~total ~~common~~cost, ~~stock~~or ~~upon~~an ~~the~~estimate ~~closing~~ of ~~transactions contemplated by~~ the ~~Share~~amount ~~Exchange~~or ~~Agreement~~range ~~(the “Closing”). Upon the Closing, Elitech was to become a wholly-owned subsidiary~~ of ~~the~~amounts ~~Company,~~that ~~and~~will ~~the~~result ~~combined~~in ~~company~~future ~~would~~cash ~~have~~expenditures ~~been~~from ~~controlled~~such ~~by the stockholders of Elitech~~transactions.

~~The Share~~Item ~~Exchange Agreement was terminated by mutual written agreement of the Company and Elitech~~5.03 ~~Because~~Amendments ~~the termination was mutual, the Company is not required~~ to ~~pay~~Articles ~~Elitech~~of aIncorporation ~~Termination~~or ~~Fee~~Bylaws; asChange ~~described~~ in ~~Section 8.4~~Fiscal ~~of the Share Exchange Agreement.~~ Year

~~The~~On ~~Company~~July 6, ~~previously~~2009, ~~described~~Nanogen ~~the~~filed ~~Share~~with ~~Exchange~~the ~~Agreement~~Delaware inSecretary ~~its~~of ~~Current~~State ~~Report~~a onCertificate ~~Form~~of ~~8-K~~Amendment ~~filed~~of ~~with~~Restated ~~the~~Certificate ~~Securities~~of ~~and~~Incorporation ~~Exchange Commission~~of onNanogen, ~~August 15~~Inc., ~~2008~~a copy of which is attached hereto as Exhibit 3.1 (the “~~August Form 8-K~~Amendment”). amending ~~The~~its ~~foregoing~~Restated ~~description~~Certificate of Incorporation and changing the ~~Share~~name ~~Exchange~~of ~~Agreement~~Nanogen isfrom ~~qualified~~“Nanogen, inInc.” ~~its~~to ~~entirety~~“Ngen, byInc.” ~~reference~~The Amendment was made pursuant to Section 303 of the ~~complete~~General ~~text~~Corporation Law of the ~~Share~~State ~~Exchange~~of ~~Agreement,~~Delaware and ~~which~~under isan ~~filed~~order asby ~~Exhibit 2~~the Court in connection with the Chapter 11 Proceeding.1 toStockholder approval of the ~~August~~Amendment ~~Form~~was ~~8-K~~not required.

Item 18.0301 ~~Bankruptcy~~Other ~~or Receivership~~Events.

OnManagement ~~May 13, 2009, the Company, and certain~~ of ~~its~~Nanogen ~~wholly-owned~~believes ~~subsidiaries,~~that ~~Epoch~~there ~~Biosciences,~~will ~~Inc.,~~be ~~a Delaware corporation, and Nanotronics, Inc., a California corporation (together, the “Subsidiaries”, and with the Company, the “Debtors”), filed a voluntary~~no ~~petition~~value ~~(the “Chapter 11 Petition”)~~ for ~~relief~~common ~~under~~stockholders ~~Chapter 11~~ of ~~Title~~Nanogen ~~11 of the United States Code (the “Bankruptcy Code”)~~ in the ~~United~~bankruptcy ~~States~~liquidation ~~Bankruptcy~~process. ~~Court~~Stockholders ~~for the District~~ of ~~Delaware~~a ~~(the~~company ~~“Court”).~~in ~~The Chapter~~chapter 11 ~~Petition~~generally isreceive ~~being~~value ~~administered~~only ~~under~~if ~~the~~all ~~caption~~claims Inof ~~re:~~its ~~Nanogen,~~secured ~~Inc.,~~and etunsecured ~~al.,~~creditors ~~Chapter~~are 11fully ~~Case No~~satisfied. ~~09-11696~~Nanogen ~~(KJC)~~believes ~~(the~~that ~~“Chapter 11 Proceeding”). The Court assumed jurisdiction over~~ the ~~assets of the Debtors as of the date~~ ofclaims ~~the filing~~ of ~~the~~Nanogen’s ~~Chapter~~creditors ~~11 Petition. The Debtors~~ will ~~continue~~not tobe ~~operate~~fully ~~their~~satisfied, ~~business~~even asafter ~~“debtors-in-possession”~~completion ~~under the jurisdiction~~ of the ~~Court~~Section 363 ~~and~~Sale inor ~~accordance~~future ~~with~~sales ~~the applicable provisions~~ of ~~the~~remaining ~~Bankruptcy~~assets, ~~Code~~if ~~and~~any, ~~orders of~~in the ~~Court~~liquidation process.

In connection with the bankruptcy filing, the Debtors entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Elitech. As described in Item 1.02 above, the Company had previously entered into a Share Exchange Agreement with Elitech.

Pursuant to the terms and subject to the conditions set forth in the Purchase Agreement, Elitech, upon the closing of the transactions contemplated thereby, will purchase substantially all of the Debtors’ assets and assume certain of the Debtors’ obligations associated with the purchased assets through a supervised sale under Section 363 of the Bankruptcy Code. The aggregate gross purchase price for such assets under the Purchase Agreement is Twenty Five Million Six Hundred Eighty Five Thousand dollars ($25,685,000). Consummation of the transactions contemplated by the Purchase Agreement is subject to a higher and better offer received in a Court-supervised auction, approval of the Bankruptcy Court and customary closing conditions. As part of the Purchase Agreement, the

Debtors intend to file a motion for an order granting authority to sell their assets to Elitech pursuant to Section 363 of the Bankruptcy Code, establishing bidding and auction procedures, designating Elitech as the “stalking horse bidder” and setting a hearing date to approve the sale of the assets. After entry of the bid procedures order approving the bidding and auction process, the Debtors plan to engage in a robust auction process with any and all interested parties.

On May 14, 2009, the Company issued a press release relating to the Chapter 11 Petition, a copy of which is filed herewith as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01

Financial Statement and Exhibits

(d)

Exhibits

Exhibit No.		Description of Exhibit
2.1		Asset Purchase Agreement by and ~~between~~among ~~the~~Nanogen, ~~Company~~Inc., Epoch Biosciences, Inc., ~~Nanotronic~~Nanotronics, Inc., and Financière Elitech SAS dated May 13, 2009 (incorporated by reference to Exhibit 2.1 of Current Report on Form 8-K of Nanogen, Inc. filed with the Securities and Exchange Commission on May 15, 2009).
99.1		Press Release dated May 14, 2009
2.2		Amendment No. 1 to Asset Purchase Agreement, dated May 29, 2009, among Nanogen, Inc., Epoch Biosciences, Inc., Nanotronics, Inc., and Financière Elitech SAS.
2.3		Amendment No. 2 to Asset Purchase Agreement, dated June 19, 2009, among Nanogen, Inc., Epoch Biosciences, Inc., Nanotronics, Inc., and Financière Elitech SAS.
3.1		Certificate of Amendment to Restated Certificate of Incorporation of Nanogen, Inc.
99.1		Press Release dated July 8, 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.

		NANOGEN, INC.
Date:	~~May~~July 148, 2009	By:	/s/ Nicholas J. Venuto
		Name:	Nicholas Venuto
		Title:	Chief Financial Officer

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