On March 24, 2008, Vion Pharmaceuticals, Inc. (the “Company”) received written notification (the “Notice”) from The Nasdaq Stock Market (“Nasdaq”) that the Company fails to comply with the minimum stockholders’ equity, market value and net income requirements for continued listing set forth in Nasdaq Marketplace Rule 4310(c)(3) (the “Rule”) because the Company’s stockholders’ equity is below the Nasdaq minimum stockholders’ equity listing requirement of $2,500,000, the market value of the Company’s listed securities is below the Nasdaq minimum market value listing requirement of $35,000,000 and the Company’s net income from continuing operations is below the Nasdaq minimum net income listing requirement of $500,000. The Company has until April 15, 2008 to provide Nasdaq with a specific plan to achieve and sustain compliance with the Nasdaq Capital Market listing requirements, including the time frame for completion of such plan. The Notice states that if the Nasdaq staff determines that the Company’s plan does not adequately address the issues noted above, the Nasdaq staff will provide written notice that the Company’s securities will be delisted. At that time, the Company may appeal the staff’s determination to delist its securities to a Nasdaq Listing Qualifications Panel.

A copy of the press release announcing receipt of the Notice is attached as Exhibit 99.1 to this Current Report of Form 8-K and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

-2-

SIGNATURES

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.

-3-

EXHIBIT INDEX

-4-