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

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): December 11, 2009

AUTHENTIDATE HOLDING CORP.

(Exact name of registrant as specified in its charter)

COMMISSION FILE NUMBER: 0-20190

DELAWARE	14-1673067
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

Connell Corporate Center

300 Connell Drive, 5^th Floor

Berkeley Heights, New Jersey 07922

(Address and zip code of principal executive offices)

(908) 787-1700

(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:

¨ 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 8.01 Other Events.

On December 11, 2009, Authentidate Holding Corp. (the “Company”) announced that it closed its previously announced sale of 3,400,000 shares (the “Shares”) of its common stock and Warrants to purchase 3,400,000 shares of Common Stock of the Company, which are exercisable within 90 days of the closing date, at an exercise price of $1.00 per share (the “Warrants”). The purchase price for each Share and Warrant was $1.00. Gross proceeds of the offering were $3.4 million. The Company expects to receive approximately $2.9 million in net proceeds, after deducting the placement agent’s fees and estimated offering expenses. The Company plans to use the proceeds from this financing for working capital and general corporate purposes, including supporting the rollout of its ExpressMD telehealth products and services.

The shares of Common Stock, the Warrants and the shares of Common Stock issuable upon exercise of the Warrants were offered and sold pursuant to a base prospectus which is included in the Company’s shelf registration statement on Form S-3 which was declared effective by the Securities and Exchange Commission (the “Commission”) on September 30, 2009 and the related prospectus supplement filed with the Commission on December 9, 2009. Rodman & Renshaw, LLC served as sole placement agent in the transaction.

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

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release of Authentidate Holding Corp. dated December 11, 2009

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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.

AUTHENTIDATE HOLDING CORP.
By:	/S/    O’CONNELL BENJAMIN
Name:	O’Connell Benjamin
Title:	President

Date: December 11, 2009

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release of Authentidate Holding Corp. dated December 11, 2009

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EX-99.1

Exhibit 99.1

For: Authentidate Holding Corp.

Investor Contacts:

Todd Fromer / Garth Russell

KCSA Strategic Communications

212-896-1215 / 212-896-1250

tfromer@kcsa.com / grussell@kcsa.com

Authentidate Holding Corp. Completes Capital Raise

BERKELEY HEIGHTS, N.J., December 11, 2009 – Authentidate Holding Corp. (NASDAQ: ADAT), a worldwide provider of secure Health Information Exchange and workflow management services, today announced that it has completed its previously announced “registered direct” offering of its common stock and warrants resulting in gross proceeds of $3.4 million.

At closing, Authentidate issued 3,400,000 shares of common stock and warrants to purchase up to 3,400,000 additional shares of common stock to a select group of institutional and accredited investors. The warrants will be exercisable for a 90 day period beginning on the closing date at an exercise price of $1.00 per share. Authentidate expects to receive approximately $2.9 million in net proceeds, after deducting the placement agent’s fees and estimated offering expenses. As previously disclosed, Authentidate anticipates that the net proceeds from this transaction will be used for working capital and general corporate purposes, including supporting the rollout of its ExpressMD telehealth products and services.

Rodman & Renshaw, LLC, a subsidiary of Rodman & Renshaw Capital Group, Inc. (Nasdaq: RODM—News), acted as the exclusive placement agent for the transaction.

The shares and warrants were sold by Authentidate pursuant to a shelf registration statement declared effective by the Securities and Exchange Commission on September 30, 2009. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. The securities may only be offered by means of a prospectus, including a prospectus supplement, which forms a part of the effective registration statement. Copies of the final prospectus supplement and accompanying base prospectus can be obtained from the SEC’s website at http://www.sec.gov.

About Authentidate Holding Corp.

Authentidate Holding Corp. is a worldwide provider of secure Health Information Exchange and workflow management services. The company’s software and web-based services enable healthcare organizations and other enterprises to increase revenues, improve productivity and reduce costs by eliminating paper and manual work steps from clinical, administrative and other processes and enhancing compliance with regulatory requirements. The web-based services are delivered as Software as a Service (SaaS) to customers. These solutions incorporate rules-based electronic forms, intelligent routing, transaction management, electronic signatures, identity credentialing, content authentication and automated audit trails. Both web and fax based communications are integrated into automated and trusted workflow solutions. The company has offices in the United States and Germany. In the United States, Authentidate offers its patent pending content authentication technology in the form of the United States Postal Service^® Electronic Postmark^® (USPS EPM^®).

For more information, visit the company’s website at www.authentidate.com.

This press release contains forward-looking statements within the meaning of section 27A of the Securities Act of 1933 and section 21E of the Securities Act of 1934. When used in this release, the words “believe,” “anticipate,” “think,” “intend,” “plan,” “will be,” “expect,” and similar expressions identify such forward-looking statements. Such statements regarding future events and/or the future financial performance of the company are subject to certain risks and uncertainties, which could cause actual events or the actual future results of the company to differ materially from any forward-looking statement. Such risks and uncertainties include, among other things, the availability of any needed financing, the company’s ability to implement its business plan for various applications of its technologies, related decisions by the USPS, the impact of competition, the management of growth, and the other risks and uncertainties that may be detailed from time to time in the company’s reports filed with the Securities and Exchange Commission. In light of the significant risks and uncertainties inherent in the forward-looking statements included herein, the inclusion of such statements should not be regarded as a representation by the company or any other person that the objectives and plans of the company will be achieved.

Authentidate and Inscrybe are registered trademarks of Authentidate Holding Corp. All other trade names are the property of their respective owners.

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