On January 30, 2013, Keryx Biopharmaceuticals, Inc. ("Keryx" or the "Company") entered into an underwriting agreement with J.P. Morgan Securities LLC, as representative of the several underwriters named therein (the "Underwriters"). Pursuant to the underwriting agreement, the Company agreed to sell to the Underwriters, and the Underwriters agreed to purchase for resale to the public, 9,469,100 shares of the Company's Common Stock, $.001 par value per share (the "Shares"). A copy of the underwriting agreement is attached hereto as Exhibit 1.1 and is incorporated by reference herein. The sale of the Shares is expected to close on February 5, 2013. Alston & Bird LLP, counsel to the Company, delivered an opinion as to the validity of the Shares, a copy of which is attached hereto as Exhibit 5.1 and is incorporated by reference herein. The sale of the Shares was registered pursuant to Registration Statements (Nos. 333-171517 and 333-186332) on Form S-3 and Form S-3MEF, respectively, and filed by the Company with the Securities and Exchange Commission. This Current Report on Form 8-K is being filed to incorporate the underwriting agreement and opinion by reference into such Registration Statements.

(d) Exhibits.

The following exhibits are filed as part of this report:

Exhibit
Number     Description

1.1        Underwriting Agreement, dated as of January 30, 2013, between Keryx
           Biopharmaceuticals, Inc. and J.P. Morgan Securities LLC, as
           representative of the several underwriters named therein.

5.1        Opinion of Alston & Bird LLP.