UNITED ~~STATES~~ ~~SECURITIES AND EXCHANGE COMMISSION~~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

~~The Securities~~Date ~~Exchange~~of ~~Act~~Report (Date of ~~1934~~earliest event reported): May 1, 2010

Date of Report (Date of earliest event reported): April 15, 2010

CERAGENIX PHARMACEUTICALS, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	000-50470	84-1561463
(State or other jurisdiction	Commission File	(I.R.S. Employer Identification number)
of incorporation)	Number

1444 Wazee Street, Suite 210, Denver, Colorado 80202

(Address of principal executive offices, including zip code)

(720) 946-6440

(Registrant’s telephone number, including area code)

Not Applicable

(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 (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 8.01 Other Events

AsOn ~~previously disclosed on March~~July 299, ~~2010~~2009, the Company ~~terminated~~reported ~~Mr. Carl~~that it had entered into an exclusive ~~Genberg~~evaluation and option to license agreement with Nobel Biocare, ~~Senior~~a ~~Vice~~world ~~President~~leader in ofinnovative ~~Research~~restorative and ~~Development~~esthetic ~~for~~dental ~~cause~~solutions. ~~Mr. Genberg’s~~ ~~termination~~Under ~~resulted~~terms ~~from~~of the agreement, Nobel Biocare had an ~~investigation~~exclusive ~~conducted~~period atto ~~the~~evaluate, ~~request~~negotiate commercialization ofterms and license the Company’s ~~independent~~Cerashield™ ~~members~~antimicrobial technology for certain oral and cranial maxillofacial applications for a period of up to eleven months. On May 3, 2010, the ~~Board~~parties ofextended ~~Directors~~the exclusive evaluation and option to license period to October 6, 2010.

On ~~April~~ September 201, ~~2010~~2009, the Company ~~was~~reported ~~served~~that ~~with~~ a ~~complaint (the “Complaint”) filed on April 15~~global, multi-billion ~~2010~~dollar inhealthcare ~~the~~company ~~United~~had ~~States~~exercised ~~District~~its ~~Court~~option ~~(District~~for ofan ~~Connecticut)~~exclusive by90 ~~Mr. Genberg. The Complaint seeks to mandate an arbitration~~day ~~proceeding~~period to ~~resolve~~negotiate alicensing ~~dispute~~terms ~~resulting~~for ~~from~~use ~~Mr. Genberg’s~~of ~~termination by~~Cerashield™ ~~the~~for ~~Company. Further,~~a ~~the Complaint~~specific ~~seeks~~medical todevice ~~attach~~under ~~$1.5~~a ~~million~~previously ofannounced ~~the~~evaluation ~~proceeds~~and ~~from~~option ~~the~~to ~~Company’s contemplated~~license ~~financing transaction until such time that the arbitration proceedings are concluded~~agreement. ~~This~~ On ~~previously~~December 2, ~~disclosed~~2009, ~~financing~~the ~~transaction~~parties isagreed ~~still subject~~ to ~~final~~extend ~~negotiation~~this ~~and~~exclusivity ~~document execution~~period ~~which~~until ~~cannot be assured. Additionally~~May 1, ~~the~~2010 ~~Complaint seeks specified~~in ~~damages~~return offor ~~approximately~~undisclosed ~~$1.0~~financial ~~million and unspecified damages resulting from~~consideration. ~~damage~~This toagreement ~~reputation~~expired ~~and~~on ~~emotional distress~~May 1, ~~exemplary~~2010 ~~damages~~without ~~for~~consummation ~~wrongful termination~~ of a license ~~“whistleblower” and attorney’s fees~~agreement.

~~The~~ITEM ~~Company believes that an arbitration proceeding will uphold its decision to terminate Mr~~9. ~~Genberg for~~01 ~~cause. However,~~Financial ~~the~~Statements ~~Company~~and ~~believes that the Complaint may have an adverse impact on its ability to consummate the anticipated financing transaction.~~Exhibits

~~SIGNATURES~~None.

~~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.~~SIGNATURES

		Ceragenix Pharmaceuticals, Inc.
Dated:	April 21, 2010	/s/ Jeffrey Sperber
		Jeffrey Sperber, Chief Financial Officer

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.

		Ceragenix Pharmaceuticals, Inc.

Dated:	May 6, 2010	/s/ Jeffrey Sperber
		Jeffrey Sperber, Chief Financial Officer

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