Item 8.01. Other Events.

Microfluidics International Corporation (the "Company") is holding its annual meeting of stockholders on June 4, 2009 (the "Meeting"). Previously, the Company mailed to its stockholders on or about May 13, 2009 the proxy statement for the Meeting that was filed with the Securities and Exchange Commission (the "Commission") on April 29, 2009.

One of the items which the Company's stockholders are being asked to vote on at the Meeting is an amendment to its Certificate of Incorporation to increase the number of authorized shares of common stock to 30,000,000 from 20,000,000, which is referred to in the proxy statement as Proposal 2. As described in Proposal 2 of the proxy statement, the Company is seeking authorization of the amendment to comply with its obligations under a $5,000,000 convertible debenture (the "Debenture") and a warrant (the "Warrant") that it sold to Global Strategic Partners, LLC, a Delaware limited liability company, pursuant to a Debenture and Warrant Purchase Agreement (the "Agreement" and together with the Warrant and Debenture, the "Transaction Documents") dated November 14, 2008. Under the terms of the Transaction Documents, the Company is required to amend its Certificate of Incorporation to increase its authorized shares of common stock by at least that number of shares as is necessary, when aggregated with the shares previously authorized and available for issuance under the amended Certificate of Incorporation, to permit it to fulfill its obligations under the Transaction Documents. Failure to increase the number of authorized shares as required would be an event of default under the terms of the Transaction Documents.

The proxy statement, which was sent to the Company's stockholders, incorrectly stated that the affirmative vote of a majority of the shares present, in person or represented by proxy, at the Meeting and entitled to vote is required to approve the amendment to the Company's Certificate of Incorporation. In fact, the affirmative vote of a majority of the outstanding shares of common stock entitled to vote at the Meeting is required to approve the amendment to the Company's Certificate of Incorporation, which is a higher threshold than was previously disclosed in the proxy statement. As such, any shares voted to abstain and any broker "non-votes" will have the same effect as votes against Proposal 2.

In addition, under Rule 14a-8 promulgated under the Securities and Exchange Act of 1934, stockholders of the Company may present proper proposals for inclusion in the Company's proxy statement and for consideration at the next annual meeting of stockholders by submitting their proposals to the Company in a timely manner. In order to be considered for inclusion in the proxy statement distributed to stockholders prior to the annual meeting in the year 2010, a stockholder proposal must be received by the Company no later than January 13, 2010 and must otherwise comply with the requirements of Rule 14a-8. The proxy statement had previously disclosed the date as December 25, 2009.

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