##### Table of Contents



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): June 30, 2011
 Emisphere Technologies, Inc.
  
 Delaware
    
    000-17758
    
    13-3306985(State or other jurisdiction
    
    (Commission
    
    (I.R.S. Employerof incorporation)
    
    File Number)
    
    Identification No.)
 240 Cedar Knolls Road, Suite 200
Cedar Knolls, NJ
    
    07927(Address of principal executive offices)
    
    (Zip Code)
  
  o
 o
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TABLE OF CONTENTS  Item 1.01. Entry into a Material Definitive AgreementItem 3.02. Unregistered Sales of Equity SecuritiesItem 8.01. Other EventsItem 9.01. Financial Statements and ExhibitsSIGNATURESEX-4.1EX-4.2EX-4.3EX-10.1EX-10.2EX-10.3EX-99.1    Table of Contents  
 Item 1.01. Entry into a Material Definitive Agreement.
 Private Placement
 Company Purchase Agreement Buyers Warrants Warrant Shares Private Placement
   Registration Rights Agreement Securities Act Registration Statement SEC
  MHR Private Placement
 MHR Purchase Agreement MHR Buyer MHR Warrants MHR Warrant Shares MHR
Private Placement MHR MHR Senior Secured Notes
      MHR Waiver Agreement
 Waiver Agreement MHR Waiver Warrant MHR Waiver Warrant Shares




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##### Table of Contents



Item 3.02. Unregistered Sales of Equity Securities.
  Private Placement Securities MHR Private Placement Securities
 
 Item 8.01. Other Events.
  Safe Harbor Statement Regarding Forward-Looking Statements.
 
 Item 9.01. Financial Statements and Exhibits.
  ExhibitNo.
    
    Description4.1
    
    
    Form of Warrant4.2
    
    
    Form of Registration Rights Agreement by and among Emisphere Technologies, Inc. and the Buyers named therein.4.3
    
    
    Form of MHR Warrant10.1
    
    

Securities
Purchase Agreement, dated June 30, 2011, by and among Emisphere Technologies, Inc. and the Buyers
named therein.10.2
    
    

Securities
Purchase Agreement, dated June 30, 2011, by and among Emisphere Technologies, Inc. and the MHR Buyer.10.3
    
    

Waiver
Agreement, dated June 30, 2011, by and among Emisphere Technologies, Inc. and MHR.99.1
    
    
    Press Release of Emisphere Technologies, Inc., dated June 30, 2011.




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##### Table of Contents



SIGNATURES
  Emisphere Technologies, Inc.June 30, 2011
    By:
    /s/ Michael R. GaroneName:
    Michael R. GaroneTitle:
    Interim Chief Executive Officer and

Chief Financial Officer




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##### Table of Contents



Exhibit Index
 ExhibitNo.
    
    Description4.1
    
    
    Form of Warrant4.2
    
    
    Form of Registration Rights Agreement by and among Emisphere Technologies, Inc. and the Buyers named therein.4.3
    
    
    Form of MHR Warrant10.1
    
    

Securities
Purchase Agreement, dated June 30, 2011, by and among Emisphere Technologies, Inc. and the Buyers
named therein.10.2
    
    

Securities
Purchase Agreement, dated June 30, 2011, by and among Emisphere Technologies, Inc. and the MHR Buyer.10.3
    
    

Waiver
Agreement, dated June 30, 2011, by and among Emisphere Technologies, Inc. and MHR.99.1
    
    

Press
Release of Emisphere Technologies, Inc., dated June 30, 2011.