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 EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported)   March 23, 2007

OPTIONABLE, INC.

(Exact name of Registrant as specified in its charter)

Delaware	000-51837	52-2219407
(State or other jurisdiction	(Commission File number)	(IRS Employer Identification No.)
of incorporation or organization)

465 Columbus Avenue, Suite 280, Valhalla, NY 10595

(Address of principal executive offices) (Zip Code)

(914) 773-1100

(Registrant’s Telephone Number, Including Area Code)

(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 for the registrant under any of the following provisions (see General Instruction A.2. below):

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 1.01. Entry into a Material Definitive Agreement

Effective March 23, 2007, we entered into an Acquisition Agreement with Peter Holmquist, Douglas Towne, and Joseph McHugh (“Sellers”) pursuant to which we purchased the Sellers’ client list, associated goodwill and other assets. We did not assume any liabilities. The purchase price was $400,000 due at closing, and $400,000 at each of the 18 month and 36 month anniversaries of the closing. Also, we granted the Sellers 900,000 warrants to purchase shares of our common stock exercisable for five years at $5 per share. 300,000 of such warrants are immediately exercisable, and the remainder become exercisable if the Sellers are collectively responsible for at least $1 million in energy-related brokerage fees during the 12 month following the closing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

The following exhibits are furnished as part of this report:

Exhibit No. Description

10.1 Acquisition Agreement, dated March 23, 2007, between the Company, Peter Holmquist, Douglas Towne, and Joseph McHugh.

99 Press release issued by Optionable on March 26, 2007.

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	OPTIONABLE, INC.
Date: March 27, 2007	By:	/s/ Marc-Andre Boisseau
		Marc-Andre Boisseau Chief Financial Officer

EX-10.1

Exhibit 10.1

ACQUISITION AGREEMENT

This Acquisition Agreement (“Agreement”) dated as of March 23, 2007, is made and entered into by and among Optionable, Inc., a corporation organized pursuant to the laws of State of Delaware (“Buyer”), Peter Holmquist, Douglas Town, and Joseph Mc Hugh (“Sellers”).

WHEREAS, the Seller desires to sell and assign certain assets to the Buyer and the Buyer desires to purchase and receive such assets;

WITNESSETH:

NOW, THEREFORE, in consideration of the premises and the representations, warranties, covenants and agreements contained herein, and intending to be legally bound, the Parties hereto agree as follows:

SECTION 1.Sale and Purchase of the Acquired Assets

2.1Agreement to Sell and Purchase. Subject to the terms, agreements, warranties, representations and conditions of this Agreement, Sellers hereby agree to sell, convey, transfer, assign and deliver to Buyer, and Buyer hereby agrees to purchase, all of Sellers rights, title and interest in and to the Sellers client list, intellectual property used in the course of Sellers derivatives brokerage and trading business, associated intangible properties and associated goodwill (the “Acquired Assets”).

2.2Assumption of Liabilities. The Buyer is not assuming any liabilities of Sellers whether or not they relate to the Acquired Assets.

2.3Allocation of Purchase Price. The Parties shall negotiate in good faith an allocation of the purchase price.

SECTION 2.Purchase Price As consideration for the Acquired Assets:

2.1Cash. Buyer shall pay to the Sellers as follows: $400,000 concurrent with the execution hereof ($160,000 to Peter Holmquist, $120,000 to Douglas Town, $120,000 to Joseph McHugh), $400,000 ($160,000 to Peter Holmquist, $120,000 to Douglas Town, $120,000 to Joseph McHugh) eighteen months from the execution hereof, and $400,000 ($160,000 to Peter Holmquist, $120,000 to Douglas Town, $120,000 to Joseph McHugh) on the third anniversary hereof.

2.2Warrants. Concurrent with the execution hereof, Buyer shall grant to Sellers warrants to purchase 900,000 shares of Buyer’s common stock (“Common Shares”) (360,000 to Peter Holmquist, 270,000 to Douglas Town, and 270,000 to Joseph McHugh) exercisable for five years and at an exercise price per share equal to $5 per share. 33 1/3% of such warrants shall be immediately exercisable and 66 2/3% such warrants shall become exercisable if the Sellers are collectively responsible for at least $1 million in energy-related brokerage fees during the 12-month period following the effective date of this agreement.

In lieu of exercising the Warrant by paying the exercise price in cash, the Warrant may be exercised in whole at any time or in part from time to time prior to the expiration date of the Warrant, by the Seller by surrendering the Warrant to the Company, without payment of any other consideration, together with a duly executed notice of exercise in a form satisfactory to the Company. The number of common shares to be issued by the Company shall be calculated using the following formula:

	X	=	Y(A-B)
			A
Where	X	=	the number of common shares to be issued to the Seller
	Y	=	the number of common shares purchasable under the warrant or, if the Warrant is being exercised in part, under the portion of the Warrant being exercised (at the date of surrender of the Warrant and the notice of exercise)
	A	=	the Market Price (at the date of surrender and the notice of exercise, which is the closing price of the Company’s )
	B	=	the per share Warrant exercise price

SECTION 3.Representations of Sellers. Sellers hereby represent and warrant to, and agree with, Buyer as follows:

3.1Authorization; Absence of Conflicting Agreements. This Agreement constitutes the valid and binding obligation of Sellers enforceable against him in accordance with its terms. No consent of any person is required for Seller to enter into and deliver this Agreement or to consummate the transactions contemplated hereby.

3.2Title to Acquired Assets; Liens and Encumbrances. Sellers have good and marketable title to all of the Acquired Assets. None of the Acquired Assets are subject to any lien.

EX-99

Exhibit 99

NEWS RELEASE for March 26, 2007

OPTIONABLE ANNOUNCES ACQUISITION OF HQ TRADING

Valhalla, NY (March 26, 2007) … Optionable, Inc (OTCBB: OPBL), a leading provider of natural gas and other energy derivatives brokerage services, announced today that it has acquired the operations of privately held NY-based HQ Trading.

HQ Trading, with Peter Holmquist at the helm, is one of the oldest independently-owned crude oil derivatives brokerage firms operating on the NYMEX floor. HQ Trading specializes in brokering crude oil options both on the over-the counter market as well as on the NYMEX floor. HQ Trading client list includes hedge funds, oil refineries, transportation, trading companies, financial institutions, and wealthy individuals.

Prior to leading HQ Trading in 1993, Peter worked at Goldman Sachs and Merc Oil. Peter is a member of NYMEX since 1990. Pursuant to the acquisition of HQ Trading, Peter is appointed Senior Vice-President, floor crude oil brokerage of Optionable. Also joining Optionable from HQ Trading are the following experienced crude oil brokers:

· Doug Towne, who has been working for HQ Trading since 1993. Prior to working for HQ Trading, Doug worked for Energex and was an option compliance officer at AMEX.

· Joseph McHugh, who has also been working for HQ Trading since 1993. Prior to working for HQ Trading, Joseph worked as a crude oil specialist for Alpine Oil.

Optionable’s new crude oil team members will be supported by William Lashley, who also previously worked for HQ Trading.

Optionable CEO Kevin Cassidy said, “The HQ Trading team is extremely well-respected in the industry and this acquisition extends our client base as well as providing us a critical mass entry in the crude oil options market.”

Peter Holmquist, owner of HQ Trading said, “We are excited to join forces with the Optionable organization and grow the crude oil brokerage segment of the business. Optionable leads other energy brokerage firms with its bold agility in delivering services, either through OPEX, the NYMEX floor, or voice-brokerage. Additionally, OPEX will propel Optionable as the market leader in technology-based commodity derivatives trading.”

Terms of the Deal

Under the agreement, Optionable will purchase the intangible assets of HQ Trading for approximately $1.2 million, with payments to be made over 36 months. Optionable will also grant to HQ Trading owners warrants to purchase up to 900,000 shares exercisable at $5 per share. The acquisition of HQ Trading is expected to be neutral to the 2007 EPS on an adjusted basis.

About Optionable

Optionable, Inc. is a leading provider of natural gas and other energy derivatives trading and brokerage services, headquartered in Valhalla, NY. The company provides its services to brokerage firms, financial institutions, energy traders and hedge funds nationwide. In addition to the traditional voice brokerage business, Optionable developed an automated derivatives trading platform. OPEX^® is a real-time electronic trade matching and brokerage system designed to improve liquidity and transparency in the energy derivatives market. For more information about Optionable and OPEX please visit www.optionable.com. 

Safe Harbor Statement

This release contains forward-looking statements which are made pursuant to the safe harbor provisions of Section 21E of the Securities Exchange Act of 1934. The forward-looking statements in this release do not constitute guarantees of future performance. Those statements involve a number of factors that could cause actual results to differ materially, including risks associated with market acceptance of OPEX, our ability to retain key employees, reliance of strategic relationships, intense and increasing competition, concentration of services revenues related to natural gas derivatives, increased governmental regulations as well as other risks detailed in the Company's filings with the Securities and Exchange Commission. Optionable assumes no obligation to update any forward-looking information contained in this press release or with respect to the announcements described herein.

Contact Information:

Rudy Barrio (investors)

Allen & Caron Inc

Tel: 212 691 8087

Email: r.barrio@allencaron.com

or

Brian Kennedy (media)

Allen & Caron Inc

Tel: 212 691 8087

Email: brian@allencaron.com