8-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, 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 15, 2010 (March 12, 2010)

ANTS SOFTWARE INC.

(Exact name of Registrant as specified in its charter)

Delaware	000-16299	13-3054685
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

71 Stevenson St., Suite 400, San Francisco, CA	94105
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:  (650) 931-0500

N/A

(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 (see General Instruction A.2. below):

⃞ 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 1.01  Entry into a Material Definitive Agreement

On March 12, 2010, ANTs software inc. entered into an agreement (the “Agreement”) with Fletcher International, Ltd., a company organized under the laws of Bermuda (“Fletcher”), under which Fletcher has the right and, subject to certain conditions, the obligation to purchase up to $10,000,000 of ANTs common stock in multiple closings as described below.  Fletcher also will receive a warrant to purchase up to $10,000,000 of ANTs common stock.

At the initial closing under the Agreement, Fletcher has the right to purchase 1,500,000 shares of ANTs common stock at $1.00 per share.  At subsequent closings, Fletcher has the right to purchase (a) up to an aggregate of $500,000 of ANTs common stock at a price per share equal to the Prevailing Market Price (as defined therein), (b) up to an aggregate of $3,000,000 of ANTs common stock at a price per share equal to the greater of (i) $1.25 per share, and (ii) the Prevailing Market Price, and (c) up to an aggregate of $5,000,000 of ANTs common stock at a price per share equal to the greater of (i) $1.50 per share, and (ii) the Prevailing Market Price. ANTs can require such purchases if certain conditions are satisfied.

Under the Agreement, Prevailing Market Price is defined as the average of the daily volume-weighted average price for shares of ANTs common stock for the forty (40) business days ending on and including the third (3^rd) business day before the pricing event, but not greater than the average of the daily volume-weighted average price for shares of ANTs common stock for any five (5) consecutive or nonconsecutive business days in such forty (40) day period.

The warrant to be issued to Fletcher covers $10,000,000 of ANTs common stock, is exercisable at a price per share of $0.9030 subject to certain adjustments, is exercisable for nine years subject to certain extensions, and is exercisable on a net exercise basis.  If certain conditions are satisfied, the warrant may be replaced with a new warrant covering $10,000,000 of ANTs common stock with an exercise price per share of $3.00 subject to certain adjustments, a term of two years subject to certain extensions, and the same net exercise provisions.

Proceeds from the transaction will be used primarily to further fund ANTs’ development of innovative database migration solutions, to execute a go-to-market strategy, and for general working capital purposes.

The sales of these securities are made in reliance upon Rule 506 and Section 4(2) of the Securities Act of 1933, as amended (the “Act”) and such securities have not been registered and will not be registered under the Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.  This current report is neither an offer to sell, nor a solicitation of offers to purchase, securities.

Item 9.01     Financial Statements and Exhibits.

(d)	Exhibits
	Exhibit 99	Press release dated March 15, 2010.

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.

		ANTs software inc.
Date: March 15, 2010	By:	/s/ Dave Buckel
		Dave Buckel, Chief Financial Officer

EX-99

Exhibit 99

ANTs Software Announces $10 Million Investment Agreement

SAN FRANCISCO--(BUSINESS WIRE)--March 15, 2010--ANTs software inc. (OTCBB: ANTS), a leader in database migration solutions, today announced that Fletcher International, Ltd., an affiliate of Fletcher Asset Management, Inc., has agreed to purchase up to $10 million of ANTs common stock at various prices. Proceeds from the transaction will be used primarily to further fund ANTs’ development of innovative database migration solutions and to execute a go-to-market strategy.

The initial investment of $1.5 million at $1.00 per share is expected to close shortly. Future investments are subject to achievement of predetermined business milestones. Details of the agreement will be included on a Form 8-K to be filed with the Securities & Exchange Commission.

“We are very excited by Fletcher’s investment in ANTs and their involvement as a partner in our future growth,” said Joseph Kozak, Chairman and CEO of ANTs Software. “We have a number of very significant corporate milestones on the horizon and this investment agreement allows us to move towards meeting our goals.”

“We anticipate that our investment will help accelerate ANTs’ development of the new migration technology and we hope to find additional ways to support their growth,” said George Ladner, Fletcher International.

This press release shall not constitute an offer to sell or the solicitation of offers to buy securities. The securities and the shares of ANTs common stock issuable upon exercise of the securities have not been registered under the Securities Act of 1933 or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

About ANTs software inc.

The mission of ANTs Software is to help customers drive down IT operating costs by consolidating hardware and software infrastructure and eliminating cost inefficiencies. To this end, ANTs develops and sells the ANTs Compatibility Server (ACS), an innovative solution that accelerates database consolidation between database vendors, enabling application portability. In addition to ACS, ANTs offers a complete portfolio of services ranging from architecting or managing IT infrastructure, to full application performance tuning and administrative services. ANTs is a public company with headquarters in San Francisco, California. Our shares trade on the OTC Bulletin Board under the symbol: ANTS. For more information visit, www.ants.com.

About Fletcher Asset Management, Inc.

Founded in 1991, SEC-Registered Investment Advisor Fletcher Asset Management Inc., Fletcher International, Ltd. and other affiliates in the United States and Europe seek consistent investment returns from their supportive direct investments in responsible companies and in select private investment funds. More than 50 direct investments have strengthened promising companies helping to secure more than 50,000 jobs and develop and deliver important products and services. Additional information is available at www.fletcher.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the federal securities laws, including statements concerning financial projections, financing activities, product development activities and sales and licensing activities. Such forward-looking statements are not guarantees of future results or performance, are sometimes identified by words of condition such as “should,” “could,” “expects,” “may,” or “intends,” and are subject to a number of risks and uncertainties, known and unknown, that could cause actual results to differ materially from those intended or anticipated. Such risks include, without limitation: the investor may not purchase all securities subject to the agreement; potential delays in planned sales of ACS, problems securing the necessary financing to continue operations should revenues not be sufficient to offset expenses, problems encountered in commercializing the ANTs technology, potential of undetected infringing technology or non-infringing competitive technologies, difficulties experienced in product development, roadblocks experienced in sales and marketing activities, longer than expected sales processes, difficulties in recruiting knowledgeable and experienced personnel, possible problems in migrating applications using the ANTs Compatibility Server, and potential problems in protecting the Company’s intellectual property. Further information concerning these and other risks is included in the Company’s filings with the Securities and Exchange Commission, including the Company’s most recent Annual Report on Form 10-K for the fiscal year ended December 31, 2008 and the Company’s most recent Quarterly Report on Form 10-Q for the quarter ended September 30, 2009. The Company undertakes no obligation to update or revise such forward-looking statements to reflect events or circumstances occurring after the date of this press release.

CONTACT:
For ANTs software inc.
Todd Fromer, 212-896-1215
tfromer@kcsa.com
or
ANTs software inc.
Cesar Rojas, 650-931-0535
cesar.rojas@ants.com