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): ~~January~~March 1527, 2009

IMMTECH PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)


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

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

Registrant’s telephone number, including area code: (212) 791-2911

(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:

o Written communications pursuant 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))

ITEM 43.01 ~~Changes~~Notice inof ~~Registrant’s~~Delisting ~~Certifying~~or ~~Accountant~~Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

~~(a) On January 15,~~As ~~2009~~previously announced, Immtech Pharmaceuticals, Inc. (the “Company”) ~~has~~was ~~discontinued~~notified ~~using~~by ~~Deloitte~~the &staff ~~Touche~~(“Staff”) ~~LLP~~of the NYSE Alternext US, now known as NYSE Amex LLC (the “~~Deloitte~~Exchange”), ason ~~its~~December 23, ~~independent~~2008, ~~registered~~that ~~public~~a ~~accounting~~review ~~firm.~~of the Company’s ~~The~~quarterly ~~decision~~report toon ~~change~~Form ~~accounting~~10-Q ~~firms~~for ~~was~~the ~~approved~~period byended September 30, 2008 indicated that the Company’s is not in compliance ~~Board~~with certain of ~~Directors~~the Exchange’s continued listing standards as set forth in the Exchange’s Company Guide (the “Company Guide”).

~~The~~Specifically, ~~audit~~the ~~report~~Exchange ~~of Deloitte~~noted onthat the Company’s ~~financial~~is ~~statements~~not ~~for~~in compliance with (a) Section 1003(a)(ii) of the Company Guide, because its stockholders’ equity is less than $4,000,000 and it has had losses from continuing operations and net losses in three out of its four most recent fiscal years; ~~ended March~~(b) 31Section 1003(a)(iii) of the Company Guide, ~~2008~~because its stockholders’ equity is less than $6,000,000 and ~~March~~it has had losses from continuing operations and net losses in its five most recent fiscal years; and (c) ~~31,~~Section 1003(a)(iv) ~~2007~~of ~~did~~the ~~not~~Company ~~contain~~Guide, anbecause ~~adverse~~it ~~opinion~~has sustained losses which are so substantial in relation to its overall operations or aits ~~disclaimer~~existing offinancial ~~opinion~~resources, ~~nor~~or ~~was~~its financial condition has become so impaired that it ~~qualified~~appears orquestionable, ~~modified~~in the opinion of the Exchange, as to ~~uncertainty,~~whether the ~~audit~~Company ~~scope~~will be able to continue operations and/or ~~accounting~~meet ~~principles,~~its ~~except~~obligations as ~~follows:~~they mature.

The ~~audit report of Deloitte on the consolidated financial statements of the~~ Company aswas ofoffered ~~and for the fiscal year ended March 31, 2008 contained~~ an ~~explanatory~~opportunity ~~paragraph which~~to ~~stated~~file ~~“The~~a ~~accompanying~~plan ~~financial~~with ~~statements, for~~ the ~~year~~Exchange ~~ended March 31,~~of ~~2008, have been prepared assuming~~ the ~~Company~~steps ~~will~~it ~~continue~~intended ~~as a going concern. The Company is a development stage enterprise engaged in developing and commercializing drugs for infectious diseases. As discussed in Note 1~~ to ~~the~~take ~~financial statements, the Company’s recurring losses from operations and cash position raise substantial doubt about its ability~~ to ~~continue~~ ~~as a going concern. Management’s plans concerning these matters~~regain ~~are~~compliance ~~also~~with ~~discussed in Note 1 to~~ the ~~financial~~continued ~~statements.~~listing ~~The~~requirements ~~financial statements~~of ~~do not include any adjustments that might result from~~ the ~~outcome~~Exchange ~~of this~~within ~~uncertainty;”~~certain ~~and~~designated ~~contained~~periods ~~an explanatory paragraph which stated~~ (“AsPlan ~~described in Notes 1 and 8 to the consolidated financial statements,~~Periods”). ~~effective~~The ~~April 1, 2006, the~~ Company ~~changed~~submitted its ~~method~~plan ~~for~~of ~~share-based compensation~~compliance toon ~~adopt Financial Accounting Standards Board (FASB)~~January ~~Statement~~23, ~~No. 123~~2009 (~~revised~~the ~~2004~~“Plan”)~~, Share-Based Payment~~.”

~~During~~On ~~the Company’s fiscal years ended~~ March 3127, ~~2008~~2009, ~~and~~the ~~March 31,~~Company ~~2007 and~~was ~~through~~notified ~~January 15,~~by ~~2009,~~the ~~there~~Staff ~~were~~that noit ~~disagreements~~had ~~with~~determined, ~~Deloitte~~following ~~on any~~a ~~matter~~review of ~~accounting~~the ~~principles or practices~~Plan, ~~financial statement~~ ~~disclosure,~~that orthe ~~auditing~~Plan ~~scope~~did ornot ~~procedure,~~make ~~which~~a ~~disagreements,~~reasonable ifdemonstration ~~not resolved~~of to the ~~satisfaction~~Company’s ofability ~~Deloitte,~~to ~~would~~regain ~~have~~compliance ~~caused~~with ~~Deloitte~~the toExchange’s continued ~~make~~listing ~~a reference~~standards toby the ~~subject~~end ~~matter~~ of the ~~disagreements~~Plan inPeriods, ~~connection~~and ~~with~~the ~~their report,~~Staff orconcluded ~~reportable~~that ~~events~~it asis ~~described~~appropriate into ~~Item 304(a)(1)(v) of~~initiate ~~Regulation S-K~~immediate delisting proceedings.

~~(b) On January 15,~~The ~~2009,~~Company ~~the~~is ~~Board~~entitled ofto ~~Directors~~appeal of the ~~Company~~Staff’s ~~approved~~determination ~~the appointment~~to ofinitiate ~~Virchow,~~delisting ~~Krause~~proceedings &on ~~Company,~~or ~~LLP~~before ~~(“Virchow~~April ~~Krause”) as the Company’s new independent registered public accounting firm~~3, ~~effective immediately~~2009. The Company ~~has~~intends ~~not~~to ~~consulted~~file ~~with Virchow~~an ~~Krause~~appeal ~~during its two most recent fiscal years ended March 31, 2008~~ and ~~March 31, 2007, or during any subsequent period prior~~ to ~~its appointment~~request asa ~~the~~hearing ~~Company’s~~before ~~independent~~a ~~auditor~~listing ~~with~~qualifications ~~respect~~panel ~~to any~~ of ~~the~~ ~~matters or events listed in Items 304(a)(2)(i) and (ii) of~~the ~~Regulation S-K~~ Exchange.

Pursuant to the Company Guide, the Company expects that its common stock will remain listed for trading pending the outcome of the appeal, subject to the Exchange’s ongoing review of the matter. The Company can provide no assurance, however, that its appeal will be successful or that the Exchange will not suspend trading in the Company’s common stock prior to the hearing.

ITEM 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are filed herewith:
No.		Exhibit
16.1		Letter of Deloitte & Touche LLP, dated January 20, 2009.
99.1		Press release, dated January 20, 2009, announcing the change in the Company’s independent registered public accounting firm.

The following exhibits are filed herewith:


No.		Exhibit
99.1		Press release, dated April 2, 2009

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.

Date: January 20, 2009		IMMTECH PHARMACEUTICALS, INC.
Date: April 2, 2009		IMMTECH PHARMACEUTICALS, INC.
		/s/ Eric L. Sorkin
		Eric L. Sorkin Chairman, Chief Executive Officer and President
		Eric L. Sorkin
		Chairman, Chief Executive Officer and President

EXHIBIT INDEX

No.		Exhibit
16.1		Letter of Deloitte & Touche LLP dated January 20, 2009.
99.1		Press release, dated April 2, 2009
99.1		Press release, dated January 20, 2009, announcing the change in the Company’s independent registered public accounting firm.

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