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 ~~May 17~~2, 2010

CERAGENIX PHARMACEUTICALS, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware		000-50470		84-1561463
(State or other jurisdiction of incorporation)		Commission File Number		(I.R.S. Employer Identification 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 21.0403 ~~(a)~~Bankruptcy ~~Triggering Events That Accelerate~~ or ~~Increase a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement~~Receivership

InOn ~~November~~June ~~2005~~2, 2010, ~~the~~Ceragenix ~~Company~~Pharmaceuticals, Inc. ~~sold~~and inits awholly ~~private~~owned ~~transaction~~subsidiary ~~an aggregate of $3,200,000 of~~Ceragenix ~~convertible~~Corporation ~~promissory notes~~ (collectively the “~~2005 Notes~~Company”)~~. The~~ ~~2005~~filed ~~Notes~~voluntary ~~have~~petitions ~~been~~for ~~amended three times~~relief ~~the most recent of which occurred in August 2008~~ (the “~~August 2008 Amendment~~Bankruptcy Filing”)~~. Among~~ ~~other~~under ~~things, the August~~Chapter ~~2008 Amendment~~11 ~~set forth a schedule~~ of ~~quarterly~~the ~~redemption~~United ~~payments~~States ~~commencing June 30,~~Bankruptcy ~~2009~~Code ~~that~~in ~~were~~the toUnited beStates ~~made~~Bankruptcy ~~from~~Court ~~certain~~for ~~revenue~~the ~~streams~~District asof ~~defined~~Colorado in (the ~~August 2008~~“Bankruptcy ~~Amendment~~Court”). The Company ~~failed~~will continue to ~~make the~~operate ~~quarterly~~its ~~redemption~~business ~~payments~~under ~~that~~the ~~were due on April 30, 2010 (as~~jurisdiction ~~extended) which became an event~~ of ~~default on May 17, 2010 after~~ the ~~expiration~~ ofBankruptcy ~~the~~Court ~~cure period. In an event of default, all sums of principal~~ and ~~interest~~in ~~then~~accordance ~~outstanding~~with ~~shall at~~ the ~~option~~applicable ofprovisions ~~the holder become immediately due and payable upon demand. The holders~~ of the ~~2005 Notes have not made a~~ ~~demand~~Bankruptcy ~~for~~Code ~~payment~~ and asorders ~~described further below, the ability~~ of the ~~holders to~~Bankruptcy ~~demand~~Court. The ~~payment~~Company’s orChapter 11 ~~seek~~case ~~any other available recourse requires the approval of~~is ~~the~~administered ~~holders~~by of the ~~“2006~~Bankruptcy ~~Debentures”~~Court ~~(defined~~as ~~below)~~Case Nos. At10-23821 ~~April 30,~~SBB ~~2010, the principal~~ and ~~accrued interest balance of the 2005 Notes aggregated $3,729,317~~10-23822 HRT.

InThe ~~December 2006, the~~ Company ~~sold~~elected ~~in a private transaction an aggregate of $5,000,000 of~~to ~~convertible~~proceed ~~debentures~~with (the ~~“2006~~Bankruptcy ~~Debentures”). The~~Filing ~~2006~~in ~~Debentures~~order ~~have~~to ~~been~~preserve ~~amended~~its ~~four~~exclusive ~~times the most recent of~~license ~~which~~agreement ~~was~~with ~~the~~Brigham ~~fourth~~Young ~~amendment~~University ~~which was dated September 2008~~ (the “~~Fourth Amendment~~BYU Agreement”). ~~The~~As ~~Fourth~~previously ~~Amendment~~disclosed, ~~set forth a schedule of quarterly redemption payments similar to those established in~~ the ~~August 2008~~BYU ~~Amendment. The~~Agreement ~~holders~~was ofset ~~the 2006 Debentures had extended the date~~ to ~~make~~terminate ~~the~~on ~~most~~June 2nd without ~~recent quarterly redemption~~ payment toby ~~May 28, 2010. However, in accordance with~~ the ~~terms~~Company of ~~the~~ ~~2006 Debentures~~$433, ~~a default on the 2005 Notes triggers an event of default on the 2006 Debentures~~565. InThe anCompany ~~event~~intends ~~of default,~~to ~~holders of~~ utilize the ~~2006~~Bankruptcy ~~Debentures~~Filing ~~are entitled~~ to ~~demand~~recapitalize ~~payment for~~ the ~~outstanding~~ ~~principal~~Company ~~balance plus any accrued but unpaid interest. The holders of the 2006 Debentures have not made a demand for payment~~ and asrestructure ~~described further below,~~ the ~~ability~~terms of ~~the~~ ~~holders~~its toconvertible ~~demand~~debt ~~payment or seek any other available recourse requires the approval of a majority of the holders of the 2005 Notes~~obligations. ~~At April 30~~However, no ~~2010,~~assurance ~~the~~can ~~principal~~be ~~and accrued~~provided ~~interest~~that ~~balance~~the ofCompany ~~the~~will ~~2006~~be ~~Debentures~~successful ~~aggregated~~in ~~$6,725,320~~these efforts.

In connection with the sale of the 2006 Debentures, the holders of the 2005 Notes and the holders of the 2006 Debentures entered into the Amended and Restated Collateral Agent Agreement (the “Collateral Agreement”). Under the terms of the Collateral Agreement, certain actions require an action by a majority in interest (a “Majority Interest Action”). In an event of default, a Majority Interest Action is required to (1) take an action to accelerate payment and/or (2) protect, exercise or enforce any rights or remedies the holders may have under the 2005 Notes and 2006 Debentures. A majority in interest is defined as lenders who hold not less than ninety percent (90%) of the outstanding principal balance. Accordingly, no action can be taken in an event of default unless holders owning at least 90% of the debt balance agree to take such an action.SIGNATURES

~~Based~~Pursuant onto ~~communications~~the ~~with~~requirements ~~the holders~~ of the ~~2006~~Securities ~~Debentures,~~Exchange ~~the~~Act ~~Company~~of ~~does not currently believe that an immediate Majority Interest Action will be taken to accelerate the debt or enforce available remedies. However~~1934, no ~~assurance can be provided that a Majority Interest Action will not be taken in~~ the ~~future. The~~registrant ~~Company~~has ~~is currently~~duly ~~working~~caused ~~with~~this ~~the~~report ~~holders~~ to ~~cure the event of default. No assurance can~~ be ~~given~~signed ~~that~~on ~~the~~its ~~Company will~~behalf beby ~~able to cure~~ the ~~event~~undersigned ofthereunto ~~default~~duly authorized.

		Ceragenix Pharmaceuticals, Inc.

Dated:	June 3, 2010	/s/ Jeffrey Sperber
		Jeffrey Sperber, Chief Financial Officer

~~SIGNATURES~~2

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 21, 2010	/s/ Jeffrey Sperber
		Jeffrey Sperber, Chief Financial Officer

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