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 2231, 2007

Verticalnet, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)


Pennsylvania	000-25269	23-2815834
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)

400 Chester Field Parkway, Malvern, Pennsylvania		19355
_________________________________ (Address of principal executive offices)		___________ (Zip Code)


Registrant’s telephone number, including area code:		(610) 240-0600

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:

[  ]  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))

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Item 1.01 Entry into a Material Definitive Agreement.

On June 1, 2007, Verticalnet, Inc. (the "Company") entered into a Share and Warrant Purchase Agreement ("Purchase Agreement") with several individual and institutional investors (the "Investors"). Under the terms of the Purchase Agreement, the Investors purchased 8,700,000 shares of Series B Preferred Stock (the "Preferred Stock") for a purchase price of $2.175 million. The purchase price consisted of $1.575 million in cash and $600,000 of debt loaned to the Company in early May that automatically converted into the Preferred Stock on a dollar-for-dollar basis.

The Preferred Stock accrues interest at a rate of 12% per annum, payable in additional shares of Preferred Stock, and is subject to redemption at each Investor’s discretion after 24 months. Pursuant to the Purchase Agreement, the Company agreed to seek shareholder approval at its next annual meeting of shareholders of certain proposals (the "Proposals"), including proposals to enable all the Preferred Stock to be convertible into shares of the Company’s common stock and to amend the Company’s Articles of Incorporation to increase the number of authorized shares of common stock by at least 35,000,000 shares. Under the terms of the Proposals, Investors would be entitled to convert their shares of Preferred Stock into shares of common shares on a one-for-one basis, subject to adjustment in the event that the Company failed to enter into a subsequent financing transaction in which the Company receives gross proceeds of at least $6,000,000, when combined with the gross process received by the Company under the Purchase Agreement.

Upon receiving shareholder approval of the Proposals: (i) the Company will issue the Investors warrants to purchase 4,350,000 shares of common stock with an exercise price per share equal to the closing bid price on the day prior to closing under the Purchase Agreement and warrants to purchase 4,350,000 shares of common stock with an exercise price per share equal to $0.70; (ii) all accrued interest on the Preferred Stock will be deemed paid in full; (iii) the shares of Preferred Stock will cease to accrue interest thereafter; and (iv) the redemption feature on the shares of Preferred Stock will be eliminated.

In the event that the shareholders do not approve the Proposals: (i) a portion of the Preferred Stock will be convertible into 2,480,605 shares of the Company’s common stock, which represents 19.9% of the Company’s outstanding common stock on the day prior to the closing date of the Purchase Agreement; (ii) with respect to those shares of Preferred Stock not entitled to be converted into shares of the Company’s common stock, the redemption feature will be retained and the interest rate for such shares will increase t a rate of 25% per annum, payable in additional shares of Preferred Stock; and (iii) the Company will issue the Investors warrants to purchase approximately 27.0 million shares of the Company’s common stock at an exercise price equal to the closing bid price on the day prior to the next annual shareholders meeting.

In addition, the Company and the Investors entered into a Registration Rights Agreement (the "Registration Rights Agreement") whereby the Company agreed to file a registration statement covering the resale of the shares of common stock issuable upon conversion of the Preferred Stock and upon exercise of the warrants to be issued in the transaction (the "Registration Statement"). Pursuant to the Registration Rights Agreement, the Company agreed that in the event that either the Company fails to file the Registration Statement on a timely basis or the Registration Statement is not declared effective within 120 days after the applicable filing date, the Company will pay to each Investor an amount equal to 1% of such Investor’s purchase price for the Preferred Stock for each month during which the Registration Statement has either not been filed or is not effective, as applicable.

The transaction resulted in net proceeds to the Company of approximately $1.95 million after deducting the estimated offering costs and fees. The Company intends to use the proceeds of the transaction for working capital, the repayment of its final two payments of senior secured convertible notes, and the partial repayment of the Company’s subordinated discount note.

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

As previously reported, on May 15, 2007, Verticalnet, Inc. ("Verticalnet" or the "Company") entered into a Note Purchase Agreement (the "Purchase Agreement") with several investors (the "Investors"), including members of the Company’s management and Board of Directors. Under the terms of the Purchase Agreement, the Investors agreed to loan the Company up to $600,000 and the Company agreed to issue to each Investor a junior unsecured subordinated note (each, a "Junior Note") in the aggregate principal amount of $600,000. The ~~closing~~information ofprovided ~~the purchase and sale of the Junior Notes was subject to certain conditions as set forth~~ in ~~the~~response Purchase Agreement.On May 22, 2007, the Company and the Investors closed the purchase of the purchase and sale of the Junior Notes, and the Company issued the Junior Notes in the amount of $600,000. The transaction resulted in net proceeds to ~~the~~Item ~~Company of approximately $552,000 after deducting the estimated offering costs and fees~~1.01 ~~The Company intends to use these proceeds for working capital and general corporate purposes.You are encouraged to read the full text~~ of ~~the Purchase Agreement and Junior Notes, copies of which are filed as Exhibits 10.1 and 4.1, respectively, to~~ this current report, ~~and~~on ~~are~~Form 8-K is incorporated herein by reference.

Item 3.0102 ~~Notice~~Unregistered ofSales ~~Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer~~ of ~~Listing~~Equity Securities.

~~On May 23, 2007, the Company received a staff determination letter from~~ The ~~Nasdaq~~Preferred Stock ~~Market~~and ~~("Nasdaq")~~warrants ~~that~~were ~~the~~sold ~~Company’s common stock is subject~~ to ~~delisting~~a ~~from~~limited ~~The~~number ~~Nasdaq Capital Market due to its failure to comply with Marketplace Rule 4310(c)(3) which requires the Company to maintain minimum shareholders’ equity~~ of ~~$2.5~~accredited ~~million,~~investors orin ~~$35.0~~reliance million market value of listed securities, or $500,000 of net income from continuing operations for the most recently completed fiscal year or two of the three most recently completed fiscal years. This matter serves as an additional basis for delisting the Company’s securities from The Nasdaq Capital Market.As previously reported, on ~~March 30, 2007,~~ the ~~Company~~exemption ~~received a staff determination letter~~ from ~~Nasdaq~~registration ~~stating~~provided ~~that~~by ~~its common stock is subject to delisting from The Nasdaq Capital Market for failure to comply with Marketplace~~ Rule ~~4310(c)(4)~~506 ~~which~~promulgated ~~requires~~under the ~~Company~~Securities toAct ~~maintain a minimum bid price~~ of $11933.~~00.~~ The ~~company~~transaction ~~filed~~involving ~~an appeal of~~ the ~~staff’s~~sale ~~determination to the Nasdaq Listings Qualifications Panel (the "Panel"). Delisting~~ of the ~~Company’s~~Preferred ~~common~~Stock ~~stock~~and ~~from~~warrants ~~Nasdaq is stayed pending the determination of the Panel. The appeals hearing~~ was ~~held~~privately onnegotiated ~~May 17, 2007 at which time the Company presented a plan to regain compliance with both Marketplace Rule 4310(c)(3)~~ and ~~Marketplace~~did ~~Rule~~not ~~4310(c)(4).~~include ~~The~~any ~~Company~~general issolicitation ~~awaiting~~or ~~the Panel’s determination~~advertising. ~~Nasdaq~~Each ~~has~~Investor ~~indicated~~represented that ~~the~~it ~~Panel~~was ~~will~~acquiring ~~consider~~ the ~~Company’s~~Preferred ~~failure~~Stock toand ~~maintain~~warrants without a ~~minimum~~view ~~stockholders’~~to ~~equity of $2.5 million in rendering~~ a ~~determination~~distribution ~~regarding~~and ~~the~~was ~~Company’s~~afforded ~~continued listing on The Nasdaq Capital Market.Pursuant to Marketplace Rule 4804(c),~~ the ~~company~~opportunity ~~has until May 30, 2007~~ to ~~present~~review ~~its~~all ~~views~~publicly ~~with~~filed ~~respect~~documents toand ~~this additional deficiency~~ to ~~the~~ask ~~Panel.~~questions ~~The~~and ~~Company~~receive ~~intends~~answers tofrom ~~present it views to~~ the ~~Panel within the time prescribed.A copy of the~~ Company’'s ~~press release announcing receipt of the staff determination letter is attached hereto as Exhibit 99~~officers.~~1 and is incorporated herein by reference.~~

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On May 31, 2007, the Company filed a Statement with Respect to Shares of Series B Preferred Stock with the Secretary of State of the Commonwealth of Pennsylvania (the "Statement"). The Statement was approved by the Company’s Board of Directors on May 31, 2007 and became effective upon filing. The Statement provides for the terms of the Series B Preferred Stock issued pursuant to the Purchase Agreement discussed in response to Item 1.01 of this current report on Form 8-K.

Your are urged to read the full text of the Statement, a copy of which is filed as Exhibit 3.01 to this current report, and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

~~(d) Exhibits4~~3.1 Statement ~~Form~~with ofRespect ~~Junior~~to ~~Unsecured~~Shares ~~Subordinated~~of ~~Note,~~Series ~~dated~~B ~~May~~Preferred ~~22, 200710.1 Note Purchase Agreement, dated May 15, 200799.1 Press Release dated May 29, 2007~~Stock

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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.

	Verticalnet, Inc.
May 29, 2007	By:	Christopher G. Kuhn
June 5, 2007	By:	Christopher G. Kuhn
		Name: Christopher G. Kuhn
		Title: Vice President and General Counsel

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Exhibit Index

Exhibit No.		Description
4.1		Form of Junior Unsecured Subordinated Note dated May 22, 2007
3.1		Statement with Respect to Shares of Series B Preferred Stock
10.1		Note Purchase Agreement dated May 15, 2007.
99.1		Press Release dated May 29, 2007.

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