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~~SECURITIES ~~reported):~~ EXCHANGE ~~June~~ACT ~~29,~~OF ~~2007~~1934

Date of report (Date of earliest event reported): November 5, 2007

CYTOGEN CORPORATION

________________________________________

(Exact Name of Registrant as Specified in Charter)

Delaware	000-14879	22-2322400
(State or Other Jurisdiction	(Commission File Number)	(I.R.S. Employer
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
of Incorporation)		Identification No.)

650 College Road East, CN 5308, Suite 3100, Princeton, NJ		08540
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (609) 750-8200

(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 1 3.01 Notice ~~Entry~~of ~~Into~~Delisting of aFailure ~~Material~~to ~~Definitive~~Satisfy ~~Agreement;~~a ~~Item~~Continued ~~3.02~~Listing Rule ~~Unregistered~~or ~~Sales~~Standard; ofTransfer ~~Equity Securities~~of Listing.

On November ~~June 29~~5, 2007, Cytogen Corporation, ~~a Delaware corporation~~ (the “Company”), ~~announced~~received ~~that~~a itStaff Deficiency ~~had~~Letter ~~entered~~from ~~into~~The ~~purchase~~Nasdaq ~~agreements~~Stock ~~with~~Market ~~certain~~(“Nasdaq”) ~~institutional~~stating ~~investors~~that ~~for~~ the Company ~~sale~~is ofnot ~~5,814,600~~in ~~shares~~compliance ofwith ~~its~~the ~~Common~~$1.00 ~~Stock~~minimum ~~and~~bid ~~warrants~~price torequirement ~~purchase~~for continued ~~2,907,301~~inclusion ~~shares~~on ofthe ~~its~~Nasdaq ~~Common~~Global ~~Stock~~Market atpursuant ato ~~price~~Marketplace ~~of $1~~Rule 4450(a)(5).~~737~~ This ~~per~~letter ~~share,~~is ~~through~~standard awhen ~~private placement. The warrants have~~ a ~~term~~Nasdaq oflisted ~~five~~company’s bid ~~years~~price ~~and~~closes anbelow ~~exercise~~the ~~price~~minimum of $21.~~231~~00 per share~~. The~~ ~~transaction~~requirement isfor ~~expected~~30 consecutive todays. The ~~provide~~closing ~~gross~~price ~~proceeds~~ of ~~approximately $10.1~~ ~~million to~~ the Company’s ~~before~~common ~~deducting~~stock ~~costs~~has been ~~associated~~below ~~with the offering~~$1. ~~The~~00 ~~Company~~per ~~expects~~share tosince ~~use~~September ~~the proceeds to support the marketing of CAPHOSOL®~~24, ~~which Cytogen launched in March~~ 2007~~, advance its clinical development programs, pursue additional in-licensing opportunities, and other general corporate purposes~~. The parties expect to close the transaction as soon as possible. The placement agents in this transaction will receive compensation consisting of (i) a cash fee equal to 6% of the aggregate gross proceeds and (ii) warrants to purchase shares equal to 6% of the aggregate shares sold in the transaction.

The ~~securities sold in this private placement have not been registered under~~ ~~the Securities~~ Nasdaq ~~Act~~notification ofhas ~~1933,~~no aseffect ~~amended (the~~on ~~“Act”) and may not be offered or sold in~~ the ~~United States~~ inlisting ~~the absence~~ of ~~an effective registration statement or exemption from~~ the ~~registration requirements~~Company’s’s ~~under~~common ~~the Act. In accordance~~stock ~~with~~ at ~~the~~this ~~terms~~time ofand the ~~registration~~Company ~~rights~~will ~~agreement~~continue to betrade ~~entered~~on ~~into~~the byNasdaq ~~the~~Global Market ~~Company~~ under ~~and~~ the ~~investors~~symbol inCYTO. The ~~connection~~letter ~~with~~states ~~the~~that ~~closing of~~ the ~~financing, the~~ Company has 180 ~~agreed~~calendar ~~to file a resale registration statement on Form S-3 within 30~~ days, ~~after~~or ~~the~~until ~~closing~~May of5, ~~the transaction for purposes of registering~~2008, ~~pursuant~~ to ~~the~~regain ~~Act,~~compliance with the ~~shares of Common~~minimum ~~Stock~~ bid ~~and~~price requirement ~~shares~~ of ~~Common~~$1.00 ~~Stock~~per ~~underlying the warrants acquired by the investors~~share. The Company can ~~believes~~ achieve ~~that~~compliance, ~~the~~if ~~issuance~~at ofany ~~the~~time ~~securities~~before inMay ~~this~~5, ~~transactions~~2008, ~~were~~Cytogen’s ~~exempt~~common stock ~~from~~ closes ~~registration~~at ~~under~~$1.00 ~~Section~~per ~~4(2)~~share ofor ~~the~~more ~~Securities~~for ~~Act~~at ofleast ~~1933~~10 consecutive business days.

AIf compliance ~~complete~~with ~~copy~~Nasdaq’s ofMarketplace ~~each~~Rules ofis ~~the~~not ~~Securities~~achieved ~~Purchase~~by ~~Agreement~~May 5, ~~the~~2008, Nasdaq ~~form~~will ofprovide ~~Warrant,~~notice that the ~~Registration~~Company’s ~~Rights~~common ~~Agreement,~~stock ~~and~~will ~~the~~be ~~related~~delisted ~~press~~from the ~~release~~Nasdaq ofGlobal Market. In the ~~Company,~~event ~~dated~~of ~~June~~such 29notification, ~~2007,~~the Company ~~are~~would ~~filed~~have ~~herewith~~an asopportunity ~~Exhibits~~to ~~10.1,~~appeal ~~10.2,~~Nasdaq’s ~~10.3~~determination ~~and~~or ~~99.1,~~to ~~respectively,~~apply to ~~and~~transfer ~~are~~its ~~incorporated~~common ~~herein~~stock byto ~~reference.~~the ~~The~~Nasdaq ~~foregoing~~Capital ~~descriptions~~Market. If ~~of: (i)~~ the Company’s ~~Securities~~appeal ~~Purchase~~for ~~Agreement,~~continued ~~(ii)~~listing on the ~~Warrants;~~Nasdaq ~~(iii)~~Global ~~the~~Market ~~Registration~~is ~~Rights~~not granted ~~Agreement;~~ and ~~(iv)~~ the ~~press~~Company ~~release~~is ~~and~~not ~~any~~permitted ~~other~~to ~~documents~~transfer orto ~~filings~~the ~~referenced~~Nasdaq ~~herein~~Capital Market, ~~are~~the ~~qualified~~common instock ~~their~~may ~~entirety~~trade byon ~~reference~~the toNational ~~such~~Association ~~Exhibits,~~of ~~documents~~Securities Dealers’ orOTC ~~filings~~Bulletin Board.

~~Item~~There can be 9no assurance that the Company will be able to maintain the listing of its Common Stock on the Nasdaq Global Market.01 Delisting ~~Financial~~from ~~Statements~~Nasdaq Global Market would make trading the Company’s common stock more difficult for investors, potentially leading to further declines in the Company’s share price. It would also make it more difficult for the Company to raise additional capital. Further, if the Company is delisted, the Company would also incur additional costs under state blue sky laws in connection with any sales of its securities. These requirements could severely limit the market liquidity of the Company’s common stock and ~~Exhibits~~the ability of the Company’s stockholders to sell Cytogen common stock in the secondary market.

~~(c)~~A ~~Exhibits~~ copy of the Company’s press release announcing the Company’s receipt of the notification from Nasdaq is attached hereto as Exhibit 99.1.

Exhibit No.		Description
10.1		Securities Purchase Agreement between the Company and each of the Purchasers dated as of June 28, 2007.
10.2		Form of Common Stock Purchase Warrant issued by the Company in favor of each Purchaser.
10.3		Registration Rights Agreement between the Company and each of the Purchasers dated as of June 28, 2007.
99.1		Press Release of the Company dated June 29, 2007.

Item 9.01 Financial Statements and Exhibits.

~~SIGNATURES~~(c) Exhibits.

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.

Exhibit No.		Description
99.1		Press Release of Cytogen Corporation dated November 5, 2007

	CYTOGEN CORPORATION
	By:	/s/ WILLIAM J. THOMAS
		William J. Thomas
		Senior Vice President
		and General Counsel
Dated: July 2, 2007

SIGNATURES

~~EXHIBIT~~Pursuant to ~~INDEX~~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.

Exhibit No.		Description
10.1		Securities Purchase Agreement between the Company and each of the Purchasers dated as of June 28, 2007.
10.2		Form of Common Stock Purchase Warrant issued by the Company in favor of each Purchaser.
10.3		Registration Rights Agreement between the Company and each of the Purchasers dated as of June 28, 2007.
99.1		Press Release of the Company dated June 29, 2007.

	CYTOGEN CORPORATION

	By:	/s/ Michael D. Becker
		Michael D. Becker
		President and Chief Executive Officer

Dated: November 5, 2007

EXHIBIT INDEX

Exhibit No.		Description
99.1		Press Release of Cytogen Corporation dated November 5, 2007

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