UNITED ~~STATES~~ STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

Washington, DC 20549

FORM 8-K

CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~Pursuant to~~Date ~~Section~~of 13Report ~~or 15~~(d)Date of ~~the~~earliest event reported): January 12, 2009

~~Securities~~IMMTECH PHARMACEUTICALS, ~~Exchange~~INC. (Exact ~~Act~~name of ~~1934~~registrant as specified in its charter)

Date of Report (Date of earliest event reported)


Delaware	001-14907	39-1523370
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

August 24, 2007


One North End Avenue New York, New York		10282
(Address of Principal Executive Offices)		(Zip Code)

~~IMMTECH PHARMACEUTICALS~~Registrant’s telephone number, including ~~INC.~~area code: (212) 791-2911

(~~Exact~~ Former name ofor ~~registrant~~former asaddress ~~specified~~if inchanged ~~its~~since ~~charter~~last report.)

DELAWARE		001-14907		39-1523370
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

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:

~~One~~o Written ~~North~~communications ~~End~~pursuant ~~Avenue~~to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~(Address of~~ITEM ~~Principal~~1.01 ~~Executive~~Entry ~~Offices,~~into ~~including~~a ~~Zip~~Material ~~Code)~~Definitive Agreement

On January 12, 2009, Immtech Hong Kong Limited (~~212~~“Immtech HK”) and Super Insight ~~791-2911~~Limited (“Super Insight”) (collectively, the “Vendors”), Immtech Life Science Limited (“Immtech Life”) and Chen Jian Yuan (the “Purchaser”) entered into a Sale and Purchase Agreement (the “Agreement”), pursuant to which the Purchaser purchased all of the issued share capital of Immtech Life, a subsidiary wholly owned indirectly by Immtech Pharmaceuticals, Inc. (the “Company”).

Under the terms of the Agreement, (~~Registrant~~i) the Vendors have agreed to sell and Purchaser has agreed to purchase 100 issued ordinary shares of Immtech Life (the “Sale Shares”) and (ii) Super Insight has agreed to assign the shareholder’s loan due from Immtech Life to Super Insight (the ~~telephone~~“Shareholder’s ~~number~~Loan”) to the Purchaser. The total consideration for the Sale Shares and the Shareholder’s Loan is $2,000,000. ~~including~~The ~~area~~Vendors ~~code)~~received the initial payment of $600,000 on January 12, 2009. The remaining $1,400,000 will be paid on or before March 19, 2009.

~~Check the appropriate~~ITEM ~~box~~2.01 ~~below~~Completion ~~if the Form 8-K filing is intended to simultaneously satisfy the filing obligation~~ of ~~the~~Acquisition ~~registrant~~or ~~under~~Disposition ~~any~~ of ~~the following provisions (see General Instruction A~~Assets.~~2. below):~~

~~¨ Written~~On January 12, ~~communications~~2009, the Company sold all of the issued share capital of Immtech Life, a subsidiary wholly owned indirectly by the Company, to the Purchaser pursuant to the ~~Rule~~Agreement. ~~425~~The ~~under~~assets of Immtech Life consisted solely of two floors of a building and the ~~Securities~~land ~~Act~~use ~~(17~~rights ~~CFR~~to such property in the Futian Free Trade Zone ~~230~~in Shenzhen, People’s Republic of China.~~425)~~

~~¨ Soliciting~~The total ~~material~~consideration ~~pursuant~~for tothe ~~Rule~~Sale ~~14a-12~~Shares ~~under~~and the ~~Exchange~~Shareholder’s ~~Act~~Loan ~~(17 CFR~~is ~~240~~$2,000,000.~~14a-~~ The Vendors received the initial payment of $600,000 on January 12), 2009. The remaining $1,400,000 will be paid on or before March 19, 2009.

~~¨ Pre-commencement communications~~ITEM ~~pursuant~~9.01 toFinancial ~~Rule~~Statements ~~14d-2(b)~~and ~~under the Exchange Act (17 CFR 240~~Exhibits.~~14d-2(b))~~

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

~~ITEM~~The ~~5.02~~following ~~Departure~~exhibits ofare ~~Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~filed herewith:

(d) Election of New Directors


No.		Exhibit
99.1		Sale and Purchase Agreement, dated January 12, 2009, among Super Insight Limited, Immtech Hong Kong Limited, Chen Jian Yuan, and Immtech Life Science Limited.

99.2		Press release, dated January 16, 2009, announcing the sale of Sale Shares of Immtech Life Science Limited.

~~Mr.~~SIGNATURES ~~Fleet~~ has served as principal of David Fleet Pharmaceutical Industry Consultancy Services since 2003, and has been the non-executive director of OnMedica Group Ltd. since 2004. He also has served as a senior vice president of global business development of Innovex Ltd. – Quintiles Transnational from 2000 to 2002. Mr. Fleet has over 35 years of experience in the international pharmaceutical industry including experience in business development, sales and marketing, manufacturing and technical roles in the U.S., Japan, Europe, and the Middle East. Mr. Fleet is a member of the Royal Pharmaceutical Society of Great Britain, and was educated at the School of Pharmacy at the University of Liverpool.

~~Board committee~~Pursuant ~~assignments~~to ~~have not yet been determined for Mr.~~the ~~Fleet. There~~requirements ~~are no transactions in which Mr. Fleet has an interest requiring disclosure under Item 404(a)~~ of ~~Regulation S-K. As a non-employee director, Mr. Fleet will receive compensation in accordance with~~ the ~~Company’s~~Securities ~~policies~~Exchange ~~for~~Act ~~compensating~~of ~~outside directors including options to purchase 20~~1934,~~000~~ ~~shares of~~ the ~~Company’s~~registrant ~~common~~has ~~stock upon joining the Board of~~duly ~~Directors,~~caused ~~and~~this ~~annual~~report ~~compensation of $20,000 and options~~ to ~~purchase~~be ~~15,000 shares~~signed ~~of the Company’s common stock for each year served~~ on ~~the~~its ~~Board Directors. All~~behalf ~~such~~by ~~options vest in twenty-four equal monthly installments from~~ the ~~date~~undersigned ofhereunto ~~grant~~duly authorized.

~~The Company~~Date: ~~issued a press release announcing the appointment of Mr. Fleet to the Company’s Board~~January 16, ~~which is attached hereto as Exhibit 99.1 and incorporated~~2009 ~~herein by reference. The press release is being furnished to the SEC~~ ~~and shall not be deemed to be “filed” for any purpose.~~

~~ITEM~~IMMTECH ~~9.01~~PHARMACEUTICALS, ~~Financial Statements and Exhibits~~INC.

~~99.1~~/s/ ~~Press~~Eric ~~Release,~~L. Sorkin Eric ~~dated~~L. ~~August 28~~Sorkin Chairman, ~~2007,~~Chief ofExecutive ~~Immtech~~Officer ~~Pharmaceuticals, Inc. regarding the appointment of David Martin Fleet to the Board of Directors.~~and President

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

Date: August 28, 2007	Immtech Pharmaceuticals, Inc.
No.		Exhibit
	/s/ Eric L. Sorkin
99.1		Sale and Purchase Agreement, dated January 12, 2009, among Super Insight Limited, Immtech Hong Kong Limited, Chen Jian Yuan, and Immtech Life Science Limited.
	Eric L. Sorkin Chairman, Chief Executive Officer and President
99.2		Press release, dated January 16, 2009, announcing the sale of Sale Shares of Immtech Life Science Limited.

Exhibit No.	Description
EX-99.1	Press Release, dated August 28, 2007, of Immtech Pharmaceuticals, Inc. regarding the appointment of David Martin Fleet to the Board of Directors.

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