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): May 15, 2007

COMMONWEALTH BIOTECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

601 Biotech Drive

Richmond, Virginia 23235

(Address of principal executive offices)

Registrant’s telephone number, including area code: (804) 648-3820

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

On May 15, 2007, Commonwealth Biotechnologies, Inc. (the “Company”) entered into a definitive agreement (the “Agreement”) with Tripos, Inc. ( “Tripos”) regarding the sale of Tripos’ Discovery Research Products and Services business (“TDR”).

Under the terms of the Agreement:

Closing under the Agreement is expected to occur within the next several weeks, subject to satisfaction of certain customary conditions set forth in the Agreement, including completion of a sale-leaseback transaction with the Southwest England Regional Development Authority (“SWERDA”) and payment and release of certain obligations to England’s Department of Trade and Industry (“DTI”). Under the terms of these arrangements, which are expected to be finalized in the near future, TDR would sell its principal building to SWERDA for a consideration of £2.6 million, enter a twelve year lease of this building, with breaks at successive three year intervals, escrow two years’ rent in the amount of £330,000, and pay £591,000 to DTI in full satisfaction of repayment obligations of TDR of £1.54 million that have been guaranteed by Tripos.

In addition, certain third party consents are required, as well as compliance with certain provision of England’s Companies Act that apply to transactions that are structured using target company assets.

The above description of the Agreement does not purport to be a complete statement of the parties’ rights and obligations thereunder and the transactions contemplated thereby. The Agreement is included as Exhibit 10.1 to this Report and the foregoing description is qualified in its entirety by reference to the exhibit.

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Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements concerning, among other things, the Company’s future prospects, including: (1) the Company’s ability to complete the purchase of TDR; (2) the Company’s ability to complete the SWERDA sale-leaseback transaction; (3) the Company’s ability to obtain the release of certain obligations from DTI; and (4) the Company’s ability to obtain required third-party consents. These statements are based upon numerous assumptions that the Company cannot control and involve risks and uncertainties that could cause actual results to differ. These statements should be understood in light of the risk factors set forth in the Company’s filings with the Securities and Exchange Commission (the “SEC”), including, without limitations, those factors set forth in the Company’s Form 10-KSB for the fiscal year ended December 31, 2006, and from time to time in the Company’s periodic filings with the SEC. Except as otherwise required under federal securities laws and the rules and regulations of the SEC, the Company does not have any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, changes in assumptions or otherwise.

On May 19, 2007, the Company accepted the resignation of Gerald P. Krueger as a director of the Company. At the time of his resignation Dr. Krueger served on the Nominating Committee and the Audit Committee of the Company’s Board of Directors. Dr. Causey’s resignation did not result from a disagreement with the Company, as such term is defined in 17 CFR 240.36-7, relating to the Company’s operations, policies or practices.

Not Applicable.

Not Applicable.

Not Applicable.

10.1 Stock Purchase and Sale Agreement, dated May 15, 2007, by and among Tripos, Inc., Tripos UK Holdings Limited and CBI

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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 thereunto duly authorized.

Dated: May 15, 2007

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EXHIBIT INDEX

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