8-K

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))

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

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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EX-3.1

Exhibit 3.1

CERTIFICATE OF AMENDMENT OF RESTATED

CERTIFICATE OF INCORPORATION

OF

VERENIUM CORPORATION

Gerald M. Haines II hereby certifies that:

ONE:The name of this corporation is Verenium Corporation.

TWO:The original Certificate of Incorporation of this corporation was filed with the Secretary of State of the State of Delaware on December 21, 1992 under the name “Industrial Genome Sciences, Inc.” A Restated Certificate of Incorporation (the “Restated Certificate”) was filed with the Secretary of State of the State of Delaware on February 22, 2000.  A Certificate of Amendment of Restated Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on May 27, 2004 (the “First Certificate of Amendment”), June 20, 2007 (the “Second Certificate of Amendment”) and March 13, 2009 (the “Third Certificate of Amendment”).

THREE:He is the duly elected Secretary of Verenium Corporation.

FOUR:Section A of Article III of the Restated Certificate, as amended by the First Certificate of Amendment, the Second Certificate of Amendment and the Third Certificate of Amendment, shall be amended to add the following provisions in their entirety to the existing provisions of such Section A of Article III:

“Effective as of 5:00 p.m., Eastern time, on the date this Certificate of Amendment of Restated Certificate of Incorporation is filed with the Secretary of State of the State of Delaware (the “Effective Time”), each twelve (12) shares of the corporation’s Common Stock, par value $.001 per share, issued and outstanding prior to the Effective Time shall, automatically and without any action on the part of the respective holders thereof, be combined and converted into one (1) share of Common Stock, par value $.001 per share, of the corporation.  No fractional shares shall be issued and, in lieu thereof, any holder of less than one share of Common Stock shall, upon surrender after the Effective Time of a certificate which formerly represented shares of Common Stock that were issued and outstanding immediately prior to the Effective Time, be entitled to receive cash for such holder’s fractional share based upon the closing sales price of the Corporation’s Common Stock as reported on The NASDAQ Global Market on the date this Certificate of Amendment of Restated Certificate of Incorporation of the corporation is filed with the Secretary of State of the State of Delaware.”

FIVE:This Certificate of Amendment has been duly approved by this corporation’s Board of Directors in accordance with the provisions of Sections 141 and 242 of the General Corporation Law of the State of Delaware (the “DGCL”) and was duly adopted by the stockholders of this corporation in accordance with the provisions of Section 242 of the DGCL.

IN WITNESS WHEREOF, VERENIUM CORPORATION has caused this Certificate of Amendment of Restated Certificate of Incorporation to be signed by its Secretary as of September 9, 2009.

VERENIUM CORPORATION
By:	/s/ Gerald M. Haines II
	Gerald M. Haines II
	Secretary

EX-99.1

Exhibit 99.1

PRESS RELEASE

FOR IMMEDIATE RELEASE

VERENIUM 1:12 REVERSE STOCK SPLIT TAKES EFFECT

CAMBRIDGE, Mass., September 9, 2009 – Verenium Corporation (NASDAQ: VRNM), a pioneer in the development of next-generation cellulosic ethanol and high-performance specialty enzymes, announced that the 1-for-12 reverse split of the Company’s common stock became effective at 5:00 p.m. today.  Verenium’s shares will continue to trade on the NASDAQ Global Market under the symbol “VRNM”, with the letter “D” added to the end of the trading symbol for a period of 20 trading days to indicate the reverse stock split has occurred.  The Company’s symbol will revert back to its original symbol “VRNM” on October 7, 2009.  Verenium’s common stock has been assigned the new CUSIP number 92340P 209.

Additional information about the reverse stock split is available in Verenium’s definitive proxy statement filed with the Securities and Exchange Commission on August 4, 2009 and the Form 8-K filed on September 8, 2009.

About Verenium

Verenium Corporation is a leader in the development and commercialization of cellulosic ethanol, an environmentally-friendly and renewable transportation fuel, as well as high-performance specialty enzymes for applications within the biofuels, industrial, and animal health markets. The Company possesses integrated, end-to-end capabilities and cutting-edge technology in pre-treatment, novel enzyme development, fermentation and project development for next-generation biofuels. Through a joint venture with BP, the Company is moving rapidly to commercialize its proprietary technology for the production of ethanol from a wide array of non-food feedstocks, including dedicated energy crops, agricultural waste, and wood products. In addition to the vast potential for biofuels, a multitude of large-scale industrial opportunities exist for the Company for products derived from the production of low-cost, biomass-derived sugars.

Verenium's Specialty Enzyme business harnesses the power of enzymes to create a broad range of specialty products to meet high-value commercial needs. Verenium's world class R&D organization is renowned for its capabilities in the rapid screening, identification, and expression of enzymes-proteins that act as the catalysts of biochemical reactions. For more information on Verenium, visit http://www.verenium.com.

Forward Looking Statements

Statements in this press release that are not strictly historical are "forward-looking" and involve a high degree of risk and uncertainty.  These include, but are not limited to, statements related to the Company's strengthening of its balance sheet and the impact on the exchange on future growth and success, the Company’s financing flexibility or ability to obtain future financing, operations, capabilities, commercialization activities, target markets, cellulosic ethanol facilities, target markets and future financial performance, results and objectives, all of which are prospective.  Such statements are only predictions, and actual events or results may differ materially from those projected in such forward-looking statements.  Factors that could cause or contribute to the differences include, but are not limited to, risks associated with Verenium's technologies, risks associated with the costs, labor requirements and labor availability associated with Verenium's demonstration plant, risks associated with Verenium's ability to obtain additional capital to support its planned operations and financial obligations, risks associated with Verenium's dependence on patents and proprietary rights, risks associated with Verenium's protection and enforcement of its patents and proprietary rights, technological, regulatory, competitive and other risks related to development, production, and commercialization of cellulosic ethanol and other biofuels and the commercial prospects of those industries, Verenium's dependence on existing collaboration, manufacturing, and/or license agreements, and its ability to achieve milestones under existing and future collaboration agreements, the ability of Verenium and its partners to commercialize its technologies and products (including by obtaining any required regulatory approvals) using Verenium's technologies and timing for launching any commercial products and projects, the ability of Verenium and its collaborators to market and sell any products that it or they commercialize, the development or availability of competitive products or technologies, the future ability of Verenium to enter into and/or maintain collaboration and joint venture agreements and licenses, changes in the U.S. or global energy markets and laws and regulations applicable to them, and risks and other uncertainties more fully described in the Company's filings with the Securities and Exchange Commission, including, but not limited to, the Company's annual report on Form 10-K for the year ended December 31, 2008 and any updates contained in its subsequently filed quarterly reports on Form 10-Q.  These forward-looking statements speak only as of the date hereof, and the Company expressly disclaims any intent or obligation to update these forward-looking statements.

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Verenium Contacts:

Kelly Lindenboom Vice President, Corporate Communications 617-674-5335 kelly.lindenboom@verenium.com Sarah Carmody Sr. Corporate Communications Associate 617-674-5357 sarah.carmody@verenium.com