8-K

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

November 24, 2009

Date of Report (Date of earliest event reported)

EMCORE CORPORATION

Exact Name of Registrant as Specified in its Charter

New Jersey	0-22175	22-2746503
State of Incorporation	Commission File Number	IRS Employer Identification Number

10420 Research Road, SE, Albuquerque, New Mexico  87123

Address of principal executive offices, including zip code

(505) 332-5000

Registrant's telephone number, including area code

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 1.01                      Entry into a Material Definitive Agreement

On November 24, 2009, we entered into an amendment of the Common Stock Purchase Agreement, or the Purchase Agreement, between us and Commerce Court Small Cap Value Fund, Ltd., dated October 1, 2009. The amendment extends the deadline to obtain written confirmation from the Financial Industry Regulatory Authority, or FINRA, that FINRA does not intend to raise any objections with respect to the transactions contemplated by the Purchase Agreement.

The foregoing descriptions are qualified in their entirety by reference to the amendment to the Purchase Agreement, a copy of which is attached hereto as Exhibit 10.1.

ITEM 9.01Financial Statements and Exhibits.

 (d)           Exhibits

Exhibit Number	Description
10.1	Amendment dated November 24, 2009 to the Common Stock Purchase Agreement dated October 1, 2009 by and between EMCORE Corporation and Commerce Court Small Cap Value Fund, Ltd.

SIGNATURE

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.

	EMCORE CORPORATION
Dated: November 25, 2009	By: /s/ John M. Markovich Name: John M. Markovich Title:  Chief Financial Officer

EX-10.1

EXHIBIT 10.1

AMENDMENT TO COMMON STOCK PURCHASE AGREEMENT

THIS AMENDMENT TO COMMON STOCK PURCHASE AGREEMENT (this “Amendment”), entered into this 24th day of November, 2009, amends that certain Common Stock Purchase Agreement (the “Original Agreement”), dated October 1, 2009, by and between Commerce Court Small Cap Value Fund, Ltd., a business company incorporated under the laws of the British Virgin Islands (the “Investor”), and EMCORE Corporation, a corporation organized and existing under the laws of the State of New Jersey (the “Company”).

WHEREAS, the Company and the Investor are party to the Original Agreement;

WHEREAS, under the terms of the Original Agreement, the Company and the Investor have agreed to amend the Original Agreement as set forth herein;

AGREEMENT

NOW THEREFORE, pursuant to Section 9.3 of the Original Agreement, and intending to be legally bound, the parties hereto amend the Original Agreement as follows:

1.Section 5.1(ii) of the Original Agreement is amended by deleting the reference to “60 days” and replacing it with “90 days.”

2. Section 7.1 of the Original Agreement is amended by deleting the references to “the 60th day” and replacing them with “ the 90th day.”

3. The Original Agreement as amended by this Amendment is hereby ratified and confirmed.  The terms of this Amendment shall govern and control in the event of any conflict between the terms of this Amendment and the terms of (a) any correspondence, discussions or other oral arrangements, agreements or understandings between the parties regarding the subject matter contained herein, and/or (b) the Original Agreement.  On a go-forward basis, references to the “Agreement” shall mean references to the Original Agreement, as modified by this Amendment.

4. The provisions of ARTICLE IX of the Original Agreement shall apply to this Amendment, mutatis mutandis, as if such provisions were set forth herein (with such non-substantive modifications to such provisions as are necessary to effectuate the terms of this Amendment, without varying the substantive terms hereof).

5. Capitalized terms used and not otherwise defined herein have the meanings assigned to them in the Original Agreement.  This Amendment may be executed in one or more counterparts, each of which will be deemed an original copy of this Amendment and all of which, when taken together, will be deemed to constitute one and the same agreement.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the undersigned have executed and adopted this Amendment to Common Stock Purchase Agreement as of the date first set forth above.

EMCORE CORPORATION:

By: /s/ John M. Markovich

Name: John M. Markovich

Title: Chief Financial Officer

COMMERCE COURT SMALL CAP VALUE FUND, LTD.:

By: /s/ Peter Poole

Name: Peter Poole

Title: Director