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): ~~September 24~~ October 30, 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 15.0102 Departure of ~~Entry~~Directors ~~into~~or aPrincipal ~~Material~~Officers; ~~Definitive~~Election ~~Agreement~~of Directors; Appointment of Principal Officers

On ~~September~~and effective 24October 30, 2008, ~~Cyberkinetics Neurotechnology~~John ~~Systems, Inc~~P. ~~(collectively~~Donoghue ~~with~~resigned ~~its~~as ~~subsidiaries,~~a member of the ~~“Company”)~~ ~~entered~~Board ~~into~~of aDirectors ~~Distributor~~of ~~Agreement~~Cyberkinetics ~~and~~Neurotechnology ~~a Manufacturing Agreement with I2S Micro Implantable~~ Systems, Inc. (the “~~I2S~~Company”),. ~~a Utah corporation located in Salt Lake City,~~Mr. ~~Utah, that, among other things, provides for the manufacturing and sale of the Company~~Donoghue’s ~~NeuroPort™~~resignation ~~System~~is bynot ~~I2S. The Company retains all of intellectual property and regulatory approvals related to~~ the ~~clinical~~result ~~applications~~ of ~~its NeuroPort™ System. The NeuroPort™ System is~~ a ~~510(k)-approved~~disagreement ~~electrode~~with ~~system designed~~the toCompany ~~be used in patients~~ on ~~a temporary basis (less than 30 days) to~~ ~~record~~any ~~and~~matter ~~monitor~~relating to the ~~brain~~Company’s ~~electrical~~operations, ~~activity.~~policies or practices.

~~Under~~On ~~the Distributor Agreement, the Company authorized~~ and ~~appointed I2S as the~~ ~~exclusive~~effective ~~distributor~~October ~~in the United States of the NeuroPort™ System~~30, ~~NeuroPort™ Array Systems and NeuroPort™ Neural Signal Processor Systems (collectively~~2008, ~~the “Products”)~~Nicholas G. ~~I2S~~Hatsopoulos ~~will~~resigned ~~market~~as ~~and~~a ~~sell~~member ~~the Products within the United States to~~of ~~neuroscience clinical researchers for use in connection with short-term,~~the ~~intra-operative~~Board ~~and~~of ~~post-operative~~Directors ~~recording and monitoring~~ of ~~brain~~the ~~electrical activity~~Company. ~~I2S~~Mr. ~~will~~Hatsopoulos’ beresignation ~~responsible~~is ~~for~~not ~~installation, training and ongoing support~~the ~~services~~result ~~for~~of ~~the~~a ~~Products.~~disagreement ~~Under~~with the ~~terms~~Company ofon ~~the~~any ~~Distributor~~matter ~~Agreement,~~relating to the Company’s ~~and~~operations, ~~I2S~~policies ~~will~~or ~~share equally the gross margins generated from the sale of the Products~~practices.

The ~~Distributor~~vacancies ~~Agreement~~on ~~has a term of two years from~~ the ~~date~~Board of ~~the~~Directors ~~agreement and may~~created ~~be terminated at any time~~ by ~~either~~these ~~party~~resignations ~~without~~will ~~cause upon ninety (90)~~not ~~days written notice. The Distributor Agreement may~~ be ~~assigned provided prior~~ ~~written~~filled ~~consent~~at ~~has been received from~~ the ~~nonassigning~~current ~~party~~time. In the event that the Company desires to sell its NeuroPort™ intellectual property rights to a third party or to dissolve, it shall provide written notice to I2S of any such proposed sale or dissolution and I2S will have a right of first negotiation for a period of thirty (30) days with respect to the NeuroPort™ intellectual property and/or Products.

~~Under~~ITEM ~~the Manufacturing Agreement, the Company engaged I2S to manufacture the Products~~8. ~~All Products will be manufactured according to the Company’s~~01 Other specifications and shall be produced solely and exclusively for the benefit of the Company and not for any other purchasers. I2S will be responsible for procuring the necessary raw materials and for obtaining and maintaining all licenses and authorizations necessary for manufacturing such Products. Any improvements of the Products made by the Company during the term of the Manufacturing Agreement will remain the property of the Company and any improvements developed independently by I2S and not covered by any of the Company’s patents or patent applications shall be considered I2S technology. Events

~~The~~Based ~~Manufacturing~~on our ~~Agreement~~most ~~has~~recent ainformal ~~term~~communication ofwith ~~three~~the ~~years~~FDA, ~~and~~we ~~may~~do benot ~~extended~~anticipate bythat we will receive approval of the Andara HDE before the end of 2008, if at all. ~~Company~~The ~~for~~FDA anhas ~~additional~~indicated ~~two~~to ~~years~~us ~~provided~~that they are planning to issue a letter communicating additional concerns about the ~~Company~~data ~~notifies~~we ~~I2S~~have inprovided ~~writing~~to date. noWe ~~later~~do not ~~than~~have ~~sixty~~any ~~(60)~~specific ~~days~~information ~~prior~~about the ~~third~~content ~~anniversary~~or any estimate of the timing ~~date~~ of this letter. Furthermore, we have no information from the FDA as ~~agreement~~to what additional information or data might be required to receive such approval. We have been unsuccessful in raising any additional capital and do not anticipate being able to raise additional capital to continue operations due to the uncertainty concerning what might be required to obtain FDA approval, combined with current market conditions.

~~The~~Our ~~Company~~existing ~~intends~~cash and cash equivalents are only sufficient to ~~file~~meet ~~each~~our ofprojected operating ~~the~~requirements ~~Distributor~~for ~~Agreement~~approximately ~~and~~30 days. Consequently, we are in the process ~~Manufacturing~~of negotiating with our secured creditor, General Electric Capital ~~Agreement~~Corporation as(“GECC”), to allow us to proceed with an ~~exhibit~~orderly towind down of the Company’s. ~~Quarterly~~If ~~Report~~we onare ~~Form~~not ~~10-Q~~successful in ~~for~~our ~~the~~efforts to develop a mutually acceptable wind down plan with GECC, we ~~quarterly~~plan ~~period~~to ~~ending~~cease ~~September~~operations ~~30,~~and ~~2008~~we may seek bankruptcy protection.

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: ~~September~~November 303, 2008

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