SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES AND EXCHANGE ACT OF 1934

Date of report (date of earliest event reported): October 9, 2009

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 October 9, 2009, the Registrant held its annual meeting of shareholders. A quorum was present at the meeting. Shareholders approved all of the matters described on the proxy statement. Voting on the items was as follows:

(1) The election of three Class III members of the Board of Directors, each to serve a term expiring at the Annual Meeting of Shareholders in 2012 or until a successor is duly elected and qualified:

Note: Items 2(A) – 2(G) all needed to be approved in order for any of them to be approved.

(2) The approval of issuances of more than 20% of the Company’s outstanding securities by modifying existing instruments, ratifying existing agreements and issuing new warrants as follows:

(2(A)) The ratification of the Modification Agreement and approval of any issuance of shares under the Modification Agreement that will result in the issuance of 20% or more of the Company’s outstanding common stock:

(2(B)) The ratification of the Fornova Note;

(2(C)) The amendment of the Fornova Note to reduce the conversion price to $0.50 per share:

(2(D)) The issuance of 2,000,000 Series A Warrants to purchase shares of the Company’s common stock to Fornova:

(2(E)) The issuance of 500,000 Series B Warrants to purchase shares of the Company’s common stock to Fornova:

(2(F)) The issuance of 3,920,139 Series A Warrants to purchase shares of the Company’s common stock to VPL:

(2(G)) The issuance of 653,357 Series B Warrants to purchase shares of the Company’s common stock to VPL:

(3) The approval of the issuance of the Alpha Convertible Note and the Alpha Warrants to purchase 600,000 shares of the Company’s common stock:

(4) The approval of the sale of the Divisions, subject to the Asset Purchase Agreement, the Lease Agreement and the Non-Competition Agreement:

(5) The approval of the Commonwealth Biotechnologies, Inc. 2009 Stock Incentive Plan:

(6) The ratification of the appointment of Witt Mares, PLC as the Company’s independent registered public accounting firm to audit the Company’s financial statements for the fiscal year ending December 31, 2009:

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated: October 14, 2009