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): September 9, 2009
 

VERENIUM CORPORATION
(Exact name of registrant as specified in its charter)
 
Delaware
000-29173
22-3297375
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)

55 Cambridge Parkway, Cambridge, MA
02142
(Address of principal executive offices)
(Zip Code)

Registrant’s telephone number, including area code: (617) 674-5300

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))
 


 
 
 
 
On September 9, 2009, Verenium Corporation (the “Company”) filed a Certificate of Amendment of Restated Certificate of Incorporation (the “Certificate of Amendment”) in order to effect the previously-disclosed one-for-twelve reverse stock split of its common stock.  Pursuant to the Certificate of Amendment, the reverse stock split became effective at 5:00 p.m. (Eastern Time) on September 9, 2009 (the “Effective Time”).  As a result of the reverse stock split, each twelve shares of the Company’s common stock that were issued and outstanding or held in treasury at the Effective Time were automatically combined into one share, subject to the elimination of fractional shares as described in the Certificate of Amendment. A copy of the Certificate of Amendment is filed as Exhibit 3.1 hereto and is incorporated herein by reference.
 
Item 8.01 Other Events.
 
The Company issued a press release on September 9, 2009 announcing the completion of the reverse stock split discussed under Item 5.03 of this report.
   
Item 9.01     Financial Statements and Exhibits.
 
(d)           Exhibits.
 
Exhibit No.
Description
 
3.1
Certificate of Amendment of Restated Certificate of Incorporation
 
99.1
Press release issued by Verenium Corporation on September 9, 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.
 
 
  VERENIUM CORPORATION  
       
       
Dated: September 9, 2009
By:
/s/ Gerald M. Haines II  
    Name: Gerald M. Haines II   
    Title:   Executive Vice President  
       
 
 

 
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Exhibit Index

Exhibit No.
Description
 
3.1
Certificate of Amendment of Restated Certificate of Incorporation
 
99.1
Press release issued by Verenium Corporation on September 9, 2009
 
 
 
 
 
 
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