On July 9, 2009, the Registrant entered into a Second Modification, Waiver and Acknowledgement Agreement (the "Agreement") with 6 institutional investors (the "Investors"). The Registrant and the Investors had previously entered into a subscription agreement and other transaction documents dated at or about December 31, 2007 and a Modification, Waiver and Acknowledgement Agreement (collectively the "Transaction Documents") relating to an aggregate purchase by the Investors of $1,950,000 of principal amount of secured promissory notes (the "Notes") of the Registrant convertible into shares of the Registrant's common stock, without par value per share. The Investors also received Class A and Class B warrants exercisable for shares of the Registrant's common stock (the "Class A Warrants" and the "Class B Warrants," respectively).

Under the terms of the Agreement, the Registrant and the Investors restructured the terms of the Transaction Documents as follows: (1) the Maturity Date of the Notes was extended from July 31, 2009 to January 1, 2010; (2) all accrued interest through June 30, 2009 was deferred until September 30, 2009; and
(3) the Registrant undertook to use its best efforts to promptly file a proxy statement to reduce the Conversion Price of the Notes to $0.50 per share and to authorize the issuance of all shares of common stock underlying the Notes and Warrants.

Copies of the Transaction Documents were filed as exhibits to the Registrant's Current Report on Form 8-K dated January 8, 2008 and September 24, 2008.

(a) Financial statements of businesses acquired.

Not Applicable.

(b) Pro forma financial information.

Not Applicable.

(c) Shell company transactions.

Not Applicable.

(d) Exhibits.

10.1   Second Modification, Waiver and Acknowledgement Agreement dated July 9,
       2009.

99.1   Press Release dated July 10, 2009 titled "Commonwealth Biotechnologies,
       Inc. Reaches Agreement on Extending Convertible Notes."

Dated: July 14, 2009