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): ~~October~~December 186, 2011

CYBERDEFENDER CORPORATION

(Exact name of Company as specified in Charter)

Delaware	333-138430	65-1205833
(State or other jurisdiction of	(Commission File No.)	(IRS Employee Identification No.)
(State or other jurisdiction of incorporation or organization)	(Commission File No.)	(IRS Employee Identification No.)
incorporation or organization)

617 West 7th Street, Suite 1000

Los Angeles, California 90017

(Address of Principal Executive Offices)

213-689-8631

(Issuer Telephone number)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company 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 CFR240.14a-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 240.13(e)-4(c))

Item 1.01

Entry into a Material Definitive Agreement.

~~The~~In ~~information~~a ~~included~~Current inReport ~~Item~~on Form 8-K filed with the Securities and Exchange Commission on October 4, 2011, CyberDefender Corporation (the “Company”) reported the completion of the first of three $1 million tranches of a private sale of an aggregate of $3 million of 10.025% ~~below~~Subordinated isConvertible ~~incorporated~~Promissory byNotes ~~reference~~(the “Notes”) to Mr. Sean P. Downes, an investor in ~~its~~the ~~entirety~~Company, pursuant to a Securities Purchase Agreement dated and effective as of September 30, 2011. The second tranche of the sale was completed on November 4, 2011.

~~Item~~On 3December 6, 2011, the Company and Mr.~~02 Recent~~ ~~Sales~~Downes ofentered ~~Unregistered~~into a First Amendment to Securities Purchase Agreement (the “First Amendment”) pursuant to which the closing date for the completion of the third $1 million tranche of the sale was extended from November 30, 2011 to December 15, 2011. On December 8, 2011, subsequent to the execution of the First Amendment, the Company received from Mr. Downes $500,000 of the third $1 million tranche.

~~The~~Item ~~following discussion provides only a brief description of the agreements and instruments described below~~9. ~~The~~01 ~~discussion~~Financial isStatements ~~qualified in its entirety by the full texts of the agreements~~ and ~~instruments.~~Exhibits

OnExhibit ~~October 18, 2011, the Company completed the first tranche of the private sale of up to $~~99.1 ~~million~~Form of ~~the~~First ~~Company’s~~Amendment ~~common stock (“Common Stock”) at $0.6425 per share~~ to ~~six accredited investors pursuant to~~ Securities Purchase Agreements. The aggregate principal amount of the first tranche sale is $454,800. Each purchaser received a warrant to purchase one share of Common Stock for each two shares of Common Stock purchased at an exercise price of $0.8031 (the “Warrants”).Agreement

The sale is exempt from the registration requirements of the Securities Act pursuant to Section 4(2) of the Securities Act and Rule 506 of Regulation D promulgated under the Securities Act because the securities were issued only to accredited investors without any general solicitation or general advertising.

Neither the Common Stock nor the shares that may be issued upon the exercise of the Warrants have been registered under the Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.

In connection with the sale, the Company will pay FCG Advisors LLC (“FCG”) a commission of $36,384 and will issue to FCG a warrant to purchase 56,629 shares of Common Stock with an exercise price of $0.8031.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit 99.1 Form of Securities Purchase Agreement

Exhibit 99.2 Form of Warrant

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: ~~October~~December 2412, 2011

	CYBERDEFENDER CORPORATION

	By:	/s/ Kevin Harris
		Kevin Harris, Interim Chief Executive Officer and Chief Financial Officer

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