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): ~~August~~May 1023, ~~2012~~2013

REDPOINT BIO CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	000-51708	22-3393959
(State of Incorporation)	(Commission File No.)	(IRS Employer ID No.)

Redpoint Bio Corporation

5501 Old York Road

Philadelphia, Pennsylvania 19141

(Address of Principal Executive Offices)

(215) 456-2312
Registrant’s Telephone Number, Including Area Code:

(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 1.0201. ~~Termination~~Entry ofinto a Material Definitive Agreement.

OnIn ~~August~~furtherance ~~10, 2012,~~of the strategy of Redpoint Bio Corporation (the “Company”) to preserve the value of the License and Commercialization Agreement entered into with International Flavors and Fragrances, Inc., the Company continues its efforts to reduce its liabilities and sell any of its other assets. On May 23, 2013, the Company entered into a ~~Delaware~~Transfer ~~corporation~~Agreement and Bill of Sale (the “~~Company~~Transfer Agreement”) ~~and~~with ~~Celator~~Janssen Pharmaceuticals, Inc., a ~~Delaware~~Pennsylvania corporation (“~~Celator~~Janssen”). ~~entered~~Pursuant ~~into~~to athe ~~Termination~~terms and ~~Agreement~~conditions (of the ~~“Termination~~Transfer Agreement”), ~~whereby~~ the ~~parties~~Company ~~mutually~~ agreed to ~~terminate~~transfer ~~the~~to ~~Exchange~~Janssen ~~Transaction~~its ~~Agreement~~right, title and interest in all of its assets associated with its research programs concerning transient receptor potential channel type M5 (~~the~~Trp-M5) (collectively, the “~~Exchange~~Acquired ~~Agreement~~Assets”) ~~that~~in ~~the~~consideration ~~parties~~of ~~entered~~up ~~into~~to ~~on June~~Three 14Hundred Thousand Dollars ($300,000) ~~2012.~~(the ~~Celator~~“Total ~~agreed~~Consideration”). Janssen tohas ~~pre~~paid Seventy-~~pay~~Five Thousand Dollars ($75,000) of the Total Consideration to the Company and the ~~remaining~~remainder ~~$12,500~~shall ~~due~~be paid ~~under~~upon the ~~Exchange~~achievement ~~Agreement~~of certain milestones.

~~Under~~As ~~the Exchange Agreement, holders~~ of ~~shares~~May ~~of Celator’s common stock~~29, ~~par value $0.001 per share (“Celator Common Stock”)~~2013, ~~were to exchange (~~the ~~“Exchange~~Company ~~Transaction”)~~had ~~such~~approximately ~~shares~~$80,000 of ~~Celator~~cash ~~Common~~and ~~Stock~~an ~~for~~aggregate ~~shares~~ of ~~to be designated Series A Preferred Stock of the Company. Upon the completion of the Exchange Transaction~~$650,000 ~~Celator~~in ~~would have become a subsidiary of the Company~~liabilities.

~~The Company~~Item ~~believes that its current available funds are only sufficient to meet certain of its operating requirements through August 2012~~9. ~~There is substantial doubt about the Company’s ability to continue as a going concern~~01. ~~The~~Financial ~~Company~~Statements ~~is looking at all alternatives in an effort to reduce its liabilities~~ and ~~sell its other assets, including monetizing the License and Commercialization Agreement entered into with International Flavors and Fragrances, Inc~~Exhibits. ~~in June 2010.~~

It(d) ~~is contemplated that the Termination Agreement will be filed as an exhibit to the Company’s next quarterly report on Form 10-Q~~Exhibits.

10.1 Transfer Agreement and Bill of Sale, by and between the Company and Janssen Pharmaceuticals, Inc., dated May 23, 2013.

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.

	REDPOINT BIO CORPORATION
Dated: August 13, 2012
Dated: May 30, 2013
	By:	/s/ Scott Horvitz
	Name:	Scott Horvitz
	Title:	President, Chief Executive Officer,
		Chief Financial Officer, Treasurer,
		and Secretary

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