Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On June 5, 2009, Emisphere Technologies, Inc. (the "Company") received a letter from The NASDAQ Stock Market stating that the NASDAQ Listing and Hearing Review Council had withdrawn its call for review of the May 21, 2009 decision of the NASDAQ Listing Qualifications Panel and has lifted the stay of delisting. The circumstances surrounding the May 21, 2009 decision was previously reported by the Company under Item 3.01 of its Form 8-K filed with the Securities and Exchange Commission (the "Commission") on May 28, 2009.
As such, the Company's securities will be suspended from trading on The NASDAQ Capital Market effective at the open of business on Tuesday, June 9, 2009, and NASDAQ will move to delist the Company's securities thereafter. The delisting resulted from the Company's non-compliance with the minimum market value of listed securities requirement for continued listing on The NASDAQ Capital Market pursuant to NASDAQ Marketplace Rule 4310(c)(3)(B), as such non-compliance was previously reported by the Company under Item 3.01 of its Form 8-K filed with the Commission on November 26, 2008.
The Company anticipates that its securities will be eligible for trading on the Over-the-Counter Bulletin Board (the "OTCBB"), an electronic quotation service maintained by the Financial Industry Regulatory Authority, effective with the open of business on Tuesday, June 9, 2009. The Company's trading symbol will remain EMIS. However, it is the Company's understanding that, for certain quote publication websites, investors may be required to key EMIS.OB to obtain quotes.
On June 8, 2009, the Company issued a press release announcing that it had received the delisting notice. A copy of that press release is attached hereto as Exhibit 99.1 and is incorporated by reference in its entirety herein. Item 9.01. Financial Statements and Exhibits.

(d) Exhibits Exhibit No. Description 99.1 Press release of Emisphere Technologies, Inc. dated June 8, 2009

---

Table of Contents