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) ~~December~~January 3021, ~~2009~~2010

~~deCODE genetics~~DGI Resolution, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware	000-30469	04-3326704
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
(State or Other Juris-	(Commission	(I.R.S. Employer
of Incorporation)	File Number)	Identification No.)
diction of Incorporation)	File Number)	Identification No.)

Sturlugata 8, IS-101 Reykjavík, Iceland

(Address of Principal Executive Offices)

Registrant’s telephone number, including area code +354-570-1900

deCODE genetics, Inc

(Former Name or Former Address, If Changed Since Last Report)

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:

o Written communications pursuant to Rule 425 under the Securities Act

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Item 32.01. ~~Notice~~Completion of ~~Delisting~~Acquisition or ~~Failure~~Disposition ~~to Satisfy a Continued Listing Rule or Standard; Transfer~~ of ~~Listing.~~Assets

On January 421, 2010, ~~deCODE~~pursuant to the Asset Purchase Agreement dated November 16, ~~genetics~~2009, DGI Resolution, Inc. (“formerly known as deCODE genetics, Inc.) (“DGI”) ~~received~~completed ~~notice~~the ~~from~~previously-announced ~~the~~sale ~~Nasdaq~~of ~~Stock~~its ~~Market~~Iceland-based ~~that~~subsidiary, ~~its~~deCODE ~~common~~genetics ~~stock~~ehf ~~will~~(also beknown ~~suspended~~as ~~from~~Islensk ~~the~~erfdagreining), ~~Nasdaq~~and ~~Stock~~its drug ~~Market~~discovery asand ofdevelopment ~~the open~~programs ofto ~~business~~Saga onInvestments ~~January 6~~LLC, ~~2010~~a private company, ~~and~~(“Saga”) in a ~~Form~~sale conducted under the provisions of Section ~~25-NSE~~363 ~~will~~of the U.S. Bankruptcy Code beand ~~filed~~approved ~~with~~by the ~~Securities~~United ~~and~~States ~~Exchange~~Bankruptcy ~~Commission,~~Court ~~which~~for ~~will~~the ~~remove~~District ~~deCODE’s~~of Delaware ~~common~~(the ~~stock~~“Court”) ~~from~~on ~~listing~~January 14, on2010 (the ~~Nasdaq~~“Section 363 ~~Stock Market~~Sale”).

~~Item~~The aggregate 5consideration received by DGI in connection with the Section 363 Sale was comprised of the following components: (i) a credit bid of $10.029 million ~~Departure~~representing the full amount owed to Saga under the previously described debtor-in-possession loan agreement, (ii) $3,000,000 in cash, (iii) additional cash consideration equal to 25% of ~~Directors~~the ornet ~~Certain~~cash ~~Officers;~~proceeds ~~Election~~from the sale, license, or other monetization of ~~Directors;~~DG041, ~~Appointment~~DG051, and DG071 received within 24 months after the date of ~~Certain~~the ~~Officers;~~closing ~~Compensatory~~minus ~~Arrangements~~$3 million, and (iv) a non-voting junior convertible preferred membership interest in Saga, representing a fully-diluted ownership interest of ~~Certain~~approximately ~~Officers~~15% of Saga.

OnDGI expects ~~December~~that it will be liquidated pursuant to a plan of liquidation which will be subject to the approval of the Court. ~~30,~~ In ~~2009~~the event of liquidation, ~~deCODE~~any recovery for stockholders of DGI would be highly unlikely. See DGI’s ~~Board~~Current Report ofon ~~Directors~~Form 8-K ~~terminated~~filed on November 18, 2009 (under the ~~deCODE~~ name deCODE genetics, Inc.) ~~Change~~for inmore ~~Control~~information ~~Benefits~~about ~~Plan,~~the ~~which~~Asset ~~was~~Purchase ~~adopted~~Agreement onand ~~November 6,~~the ~~2007~~voluntary petition filed by DGI under Chapter 11 of Title 11 of the Bankruptcy Code in the Court (the “Chapter 11 Proceeding”).

OnItem ~~December 30, 2009, in recognition of the increased demands imposed by deCODE’s ongoing proceeding under Chapter 11 of the U~~5.S.02 ~~Bankruptcy Code,~~Departure ~~at the recommendation~~ of ~~its Compensation Committee, deCODE’s Board of~~ Directors ~~approved an increase in the base salary of certain officers, including Lance Thibault, deCODE’s chief financial officer, for the period commencing December 1, 2009 and ending February 28, 2010~~ or ~~such later~~Certain ~~date~~Officers; asElection ~~the Board~~ of Directors; orAppointment ~~the~~of ~~Compensation~~Certain ~~Committee~~Officers; ~~shall determine. Mr. Thibault’s~~Compensatory ~~salary was~~Arrangements ~~increased~~of ~~from~~Certain ~~$360,000 to $540,000 for this period.~~Officers

2On January 22, 2010, in connection with the closing of the Section 363 Sale, Kari Stefansson resigned as Chairman, Chief Executive Officer and as a director of DGI effective immediately. Mr. Stefansson will continue to serve as President of DGI. In addition, Mark Gurney resigned as Senior Vice President, Drug Discovery and Development effective January 25, 2010, and Jakob Sigurdsson resigned as Senior Vice President, Corporate Development effective January 27, 2010.

~~Pursuant to~~Item ~~the~~5.03 ~~requirements~~Amendments ofto ~~the~~Articles ~~Securities Exchange Act~~ of ~~1934,~~Incorporation ~~the~~or ~~Registrant~~Bylaws; ~~has duly~~Change ~~caused~~in ~~this~~Fiscal ~~report to be signed on its behalf by the undersigned hereunto duly authorized.~~Year

	deCODE genetics, Inc.
	By:	/s/ KARI STEFANSSON
		Kari Stefansson,
		President, Chief Executive Officer
Dated: January 5, 2010

On January 27, 2010, DGI filed with the Delaware Secretary of State a Certificate of Amendment of Amended and Restated Certificate of Incorporation of deCODE genetics, Inc., a copy of which is attached hereto as Exhibit 3.1 (the “Amendment”) amending its Restated Certificate of Incorporation and changing its name from “deCODE genetics, Inc.” to “DGI Resolution, Inc.” The Amendment was made pursuant to Section 303 of the General Corporation Law of the State of Delaware and under an order of the Court in the Chapter 11 Proceeding. Stockholder approval of the Amendment was not required.

Item 8.01 Other Events.

James Beery was elected to serve as Chairman of the Board of DGI on January 22, 2010.

DGI expects to file with the Securities and Exchange Commission (SEC) copies of the financial reports that files with the Court and the United States Trustee under the cover of a current report on Form 8-K. DGI also expects to file under cover of a current report on Form 8-K such reports as may be required to disclose material events relating to the Chapter 11 Proceeding.

Following the closing of the Section 363 Sale, DGI established a new website, www.DGIResolution.us, for informational purposes (including with respect to certain SEC filings) and has terminated its association with the website www.decode.com.

Additional information regarding DGI’s Chapter 11 Proceeding is available at http://www.delclaims.com/caseinformation.html. This link is provided for convenience only. Such information shall not be deemed to be incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

3.1 Certificate of Amendment of Amended and Restated Certificate of Incorporation of deCODE genetic, Inc., dated January 27, 2010

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.

	DGI Resolution, Inc.


	By:	/s/ KARI STEFANSSON
		Kari Stefansson
		President

Dated: January 27, 2010

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