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~~September 1824, 2008

Cyberkinetics Neurotechnology Systems, Inc.

(Exact name of registrant specified in charter)

Delaware	000-50505	13-4287300
(State of	(Commission File	(IRS Employer
Incorporation)	Number)	Identification No.)

100 Foxborough Blvd., Suite 240

Foxborough, MA 02035

(Address of principal executive offices) (Zip Code)

508-549-9981

(Registrant's telephone number, including area code)

N/A

(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):

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

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

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

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

ITEM 1.01 Entry into a Material Definitive Agreement

InOn ~~March~~September 24, 2008, Cyberkinetics ~~2008~~Neurotechnology Systems, Inc. (collectively with its subsidiaries, the “Company”) ~~Compensation~~entered into ~~Committee~~a ofDistributor ~~our~~Agreement ~~Board~~and ofa ~~Directors~~Manufacturing ~~approved~~Agreement anwith ~~Employee~~I2S Micro ~~Retention~~Implantable ~~Plan~~Systems toInc. be(“I2S”), ~~used~~a toUtah ~~reward~~corporation ~~certain~~located ~~employees~~in ~~for~~Salt ~~remaining~~Lake ~~with us~~City, ~~and achieving~~Utah, ~~certain~~that, ~~goals~~among ~~and~~other ~~objectives~~things, asprovides wefor ~~attempt~~the tomanufacturing ~~work~~and ~~through~~sale ~~our current~~of ~~financial~~the Company’s ~~difficulties.~~NeuroPort™ ~~Pursuant~~System toby ~~the~~I2S. ~~Employee~~The ~~Retention~~Company ~~Plan,~~retains weall ~~entered~~of intellectual ~~into a~~property ~~restricted~~and ~~stock~~regulatory ~~agreement~~approvals ~~with~~related ~~Timothy~~to R.the ~~Surgenor,~~clinical ~~President~~applications ~~and~~of ~~Chief~~its ~~Executive~~NeuroPort™ ~~Officer,~~System. ~~and~~The aNeuroPort™ ~~restricted~~System ~~stock~~is ~~agreement and~~ a ~~retention~~510(k)-approved ~~plan~~electrode system ~~agreement~~designed ~~with~~to J.be ~~Christopher~~used ~~Flaherty,~~in ~~Executive~~patients ~~Vice~~on ~~President,~~a ~~Technology~~temporary basis (less than 30 days) to record and ~~Intellectual~~ ~~Property~~monitor the brain’s electrical activity.

Under the ~~terms~~ ofDistributor Agreement, the ~~restricted~~Company ~~stock~~authorized ~~agreements made~~ and ~~effective~~appointed I2S as ~~of June 18,~~the ~~2008, Mr.~~exclusive ~~Surgenor~~distributor ~~and~~in ~~Mr.~~the ~~Flaherty~~United ~~will~~States ~~receive~~of ~~900,000~~the ~~and~~NeuroPort™ ~~250~~System,~~000~~ ~~shares of our~~NeuroPort™ ~~Common~~Array ~~Stock,~~Systems ~~respectively.~~and ~~These~~NeuroPort™ ~~shares~~Neural ~~will~~Signal beProcessor ~~issued~~Systems in(collectively, ~~exchange for~~ the ~~cancellation~~“Products”). ofI2S ~~existing~~will ~~options~~market toand ~~purchase~~sell upthe toProducts ~~500,000~~within ~~and~~the ~~93,000~~United ~~shares~~States to ~~of the~~neuroscience ~~Company’s~~clinical ~~Common~~researchers ~~Stock~~for ~~held~~use byin ~~Mr.~~connection ~~Surgenor~~with ~~and Mr. Flaherty~~short-term, ~~respectively.~~ ~~All~~intra-operative ~~1,150,000~~and ~~shares~~post-operative ~~shall~~recording ~~be restricted~~ and ~~subject~~monitoring toof ~~vesting~~brain ~~upon approval~~electrical ~~by the~~activity. ~~FDA~~I2S ofwill ~~our~~be ~~Andara~~responsible ~~OFS~~for ~~HDE~~installation, ~~application~~training orand ~~upon~~ongoing ~~the sale of the Company,~~support ~~provided~~services infor ~~each~~the ~~case, that Mr~~Products. ~~Surgenor~~Under ~~and~~the ~~Mr.~~terms ~~Flaherty~~of ~~are~~the ~~then~~Distributor ~~still~~Agreement, the ~~employed~~Company byand ~~us.~~I2S ~~Such~~will ~~shares~~share ~~issued~~equally tothe ~~Mr.~~gross ~~Surgenor~~margins ~~and~~generated ~~Mr.~~from ~~Flaherty~~the ~~shall also~~sale ~~vest~~of the ~~if their employment is terminated by us without cause~~Products.

The ~~Employee~~Distributor ~~Retention~~Agreement ~~Plan~~has ~~also~~a ~~provides~~term ~~for~~of atwo ~~cash~~years ~~bonus~~from ~~pool~~the date of upthe ~~to $395,000~~agreement toand may be ~~paid~~terminated toat ~~certain~~any ~~employees~~time by either party without cause upon ~~the~~ninety ~~sale~~(90) days ofwritten ~~the~~notice. ~~Company~~The Distributor Agreement may be assigned provided ~~such~~prior ~~employees~~written ~~are~~consent ~~then~~has ~~still~~been ~~employed~~received byfrom ~~us.~~the Mrnonassigning party. ~~Surgenor~~In ~~shall~~the ~~not participate~~event inthat the ~~cash~~Company ~~bonus~~desires ~~pool.~~to ~~Under~~sell ~~the~~its ~~terms~~NeuroPort™ ofintellectual ~~the~~property ~~retention~~rights ~~plan~~to ~~agreement with Mr.~~a ~~Flaherty~~third ~~made~~party ~~and~~or ~~effective~~to asdissolve, ofit ~~June~~shall ~~18,~~provide ~~2008,~~written ~~Mr.~~notice ~~Flaherty~~to ~~will~~I2S beof ~~eligible~~any such toproposed ~~receive~~sale ~~$100,000~~or ~~upon~~dissolution and I2S will have a ~~sale~~right of first negotiation for a period of thirty (30) days with respect to the ~~Company~~NeuroPort™ intellectual property and/or Products.

~~Additionally,~~Under the ~~Employee~~Manufacturing ~~Retention~~Agreement, ~~Plan~~the ~~provides~~Company ~~for~~engaged ~~the~~I2S ~~issuance~~ to ~~certain~~manufacture ~~employees~~the ofProducts. ~~up to~~All ~~4,000,000~~Products ~~restricted~~will ~~shares~~be ofmanufactured ~~our~~according ~~Common~~to ~~Stock.~~the ~~Effective as of June 18,~~Company’s ~~2008,~~specifications ~~Mr. Surgenor~~ and ~~Mr.~~shall ~~Flaherty~~be ~~will~~produced ~~receive~~solely ~~1,482,500~~ and ~~750,000~~exclusively ~~shares~~for the benefit of ~~our~~the ~~Common~~Company ~~Stock,~~and ~~respectively.~~not Offor ~~these~~any ~~shares,~~other apurchasers. ~~total~~I2S ofwill ~~33.33%~~be ~~will~~responsible ~~vest~~for ~~upon~~procuring the ~~recognition~~necessary byraw usmaterials ofand $1for ~~million~~obtaining ofand ~~cumulative~~maintaining ~~Andara OFS product~~all ~~revenue,~~licenses and ~~the~~authorizations ~~remaining~~necessary ~~66.67%~~for ~~shares~~manufacturing ~~will~~such ~~vest~~Products. ~~upon the recognition by~~Any usimprovements of ~~$2.5~~ ~~million of cumulative Andara OFS product revenue, provided that such restricted shares will vest only if~~ the ~~individual~~Products ismade ~~then still employed~~ by ~~us. In~~ the ~~event that the~~ Company isduring ~~sold prior to~~ the ~~shares~~term ~~vesting~~of ~~based on~~the ~~revenue~~Manufacturing ~~recognition,~~Agreement upwill toremain ~~1,482500~~the ~~and~~property ~~750,000 shares~~ of ~~restricted~~the ~~stock held by~~Company ~~Mr. Surgenor~~ and ~~Mr. Flaherty, respectively, may vest, but only to the extent~~any ~~that~~improvements ~~the~~developed ~~sum~~independently ofby ~~the~~I2S ~~total~~and ~~cash~~not ~~bonus~~covered ~~pool~~by toany beof ~~paid out upon~~ the ~~sale (a~~ ~~maximum~~Company’s ofpatents ~~$395,000)~~or ~~plus~~patent ~~the~~applications ~~value~~shall ~~of all the shares to~~ be ~~vested~~considered (aI2S ~~maximum of 4,000,000 restricted shares) does not exceed ten percent (10%) of the proceeds from the sale~~technology.

~~ITEM~~The ~~3.02 Unregistered~~Manufacturing Agreement has a term of three years and may be extended by the ~~Sales~~Company for an additional two years provided the Company notifies I2S in writing no later than sixty (60) days prior the third anniversary of ~~Equity~~the ~~Securities~~date of the agreement.

WeThe ~~have issued~~Company anintends ~~aggregate~~to offile ~~2,950,000~~each ~~shares~~ of ~~our~~the ~~Common~~Distributor ~~Stock~~Agreement toand ~~four~~the ~~employees~~Manufacturing ~~under~~Agreement ~~our Employee Retention Plan~~ as ~~more~~an ~~fully~~exhibit ~~described in item 1.01. These shares were not registered under the Securities Act of 1933, as amended and were issued~~ to the ~~four~~Company’s ~~employees~~Quarterly ~~pursuant~~Report toon anForm ~~exemption~~10-Q ~~from~~for ~~registration under~~the ~~Section~~quarterly ~~4(2)~~period ofending ~~the~~September ~~Securities Act of 1933~~30, ~~as amended~~2008.

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.


	Cyberkinetics Neurotechnology Systems, Inc.

	By:	/s/ Timothy R. Surgenor
Name:		Timothy R. Surgenor
Title:		President and Chief Executive Officer

Dated: ~~June~~September 2030, 2008

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