8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES AND EXCHANGE ACT OF 1934

Date of report (date of earliest event reported): April 8, 2009

COMMONWEALTH BIOTECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Virginia	001-13467	56-1641133
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

601 Biotech Drive

Richmond, Virginia 23235

(Address of principal executive offices)

Registrant’s telephone number, including area code: (804) 648-3820

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations 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))

ITEM 3.01 NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR STANDARD; TRANSFER OF LISTING.

The Registrant announced that it has received notice dated April 8, 2009, under Marketplace Rule 4310(c)(3) (the “Rule”), that its common stock is subject to potential delisting from the NASDAQ Capital Market because the Registrant does not have a minimum of $2,500,000 in stockholders’ equity, $35,000,000 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. On or before April 23, 2009, the Registrant is required to provide NASDAQ with a specific plan of how it will achieve and sustain compliance with NASDAQ Capital Market listing requirements, including a time frame for completion of such plan. The Registrant expects to provide a plan of action as required with the intention of returning to compliance with NASDAQ requirements.

A copy of the press release is attached hereto as Exhibit 99.1.

ITEM 8.01 OTHER EVENTS.

On April 9, 2009, the Registrant issued a press release entitled “Commonwealth Biotechnologies, Inc. Receives Marketplace Rule 4310(c)(3) and Going Concern Notices,” in which it disclosed (a) the inclusion of a going concern notice in its audited financial statements for the year ended December 31, 2008, as disclosed in its Form 10-K dated March 31, 2009 and (b) the receipt of a notice from The NASDAQ Stock Market, LLC stating that the Registrant was not in compliance with NASDAQ Marketplace Rule 4310(c)(3).

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(a) Financial statements of businesses acquired.

Not Applicable.

(b) Pro forma financial information.

Not Applicable.

(c) Shell company transactions.

Not Applicable.

(d) Exhibits.

99.1 Press release dated April 9, 2009, entitled “Commonwealth Biotechnologies, Inc. Receives Marketplace Rule 4310(c)(3) and Going Concern Notices.”

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Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

COMMONWEALTH BIOTECHNOLOGIES, INC.
By:	/s/ Richard J. Freer, Ph.D.
	Richard J. Freer, Ph.D. Chief Operating Officer

Dated: April 10, 2009

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EX-99.1

EXHIBIT 99.1

Commonwealth Biotechnologies, Inc. Receives Marketplace Rule 4310(c)(3) and Going Concern Notices

April 9, 2009

Commonwealth Biotechnologies, Inc. (CBI) CBTE, a life sciences contract research organization and biotechnology company, announced that a Going Concern qualification has been added by its independent auditor’s report for fiscal year 2008 which was filed with the Company’s Annual Report and Form 10-K on March 31, 2009.

In addition, the company was notified on April 8, 2009 that as of December 31, 2008 it was out of compliance with NASDAQ Marketplace Rule 4310(c)(3) which requires a minimum stockholders’ equity of $2,500,000, $35 million market capitalization, 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. Compliance with this Marketplace Rule is a condition for the continued NASDAQ listing of the Company’s securities. The company has 15 days to submit a plan to remedy and, if approved, 105 days to return to compliance. “The company expects to provide a plan as required with the goal of returning to compliance prior to the deadline,” said Dr. Richard J. Freer, COO of the company.

About CBI

CBI offers cutting-edge research and development products and services to the global life sciences industry. CBI now operates through: (1) CBI Services, a discovery phase contract research organization; (2) Fairfax Identity Laboratories, a DNA reference business; (3) Mimotopes Pty Ltd, Melbourne, Australia, a peptide and discovery chemistry business; and (4) Venturepharm (Asia), a contract research joint venture specializing in drug discovery and development, process scale-up, formulation development, cGMP manufacturing and clinical trial management. For more information, visit CBI on the web at www.cbi-biotech.com.

Forward Looking Statements

No statement made in this press release should be interpreted as an offer to purchase any security. Such an offer can only be made in accordance with the Securities Act of 1933, as amended and applicable state securities laws. Any statements contained in this release that relate to future plans, events or performance are forward-looking statements that involve risks and uncertainties as identified in CBI’s filings with the Securities and Exchange Commission. Actual results, events or performance may differ materially. Readers are cautioned not to place undo reliance on these forward-looking statements, which speak only as the date hereof. Specifically, there can be no assurance that the Company will be able to remove the Going Concern consideration or regain compliance with the relevant NASDAQ listing rule.

Commonwealth Biotechnologies, Inc. (CBI)

Dr. Richard J. Freer, COO

Phone: 800-735-9224

Fax: 804-648-2641