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~~The Securities ofExchange ~~Report~~Act ~~(Date~~ of ~~earliest event reported): May 1, 2010~~1934

Date of Report (Date of earliest event reported): May 7, 2010

CERAGENIX PHARMACEUTICALS, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	000-50470	84-1561463
(State or other jurisdiction	Commission File	(I.R.S. Employer Identification number)
(State or other jurisdiction of incorporation)	Commission File Number	(I.R.S. Employer Identification number)
of incorporation)	Number

1444 Wazee Street, Suite 210, Denver, Colorado 80202

(Address of principal executive offices, including zip code)

(720) 946-6440

(Registrant’s telephone number, including area code)

Not Applicable

(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 81.01 ~~Other~~Entry ~~Events~~into a Material Definitive Agreement

On ~~July~~May 97, ~~2009~~2010, the Company ~~reported~~executed ~~that~~the itFourth ~~had~~Amendment ~~entered~~(the ~~into an exclusive~~“Fourth ~~evaluation~~Amendment”) ~~and option~~ to ~~license~~the ~~agreement~~Exclusive License with ~~Nobel~~Brigham ~~Biocare,~~Young aUniversity ~~world~~(“BYU” ~~leader~~and inthe ~~innovative~~“Agreement”) ~~restorative~~effective ~~and~~May 3, ~~esthetic dental solutions~~2010. As ~~Under~~previously ~~terms of the agreement~~reported, ~~Nobel~~BYU ~~Biocare~~ had andeclared ~~exclusive~~the ~~period~~Company to ~~evaluate,~~be ~~negotiate commercialization~~in ~~terms~~breach ~~and license~~ of the ~~Company’s~~Agreement ~~Cerashield™ antimicrobial technology~~ for ~~certain~~failure ~~oral~~to ~~and~~make ~~cranial~~certain ~~maxillofacial~~required ~~applications~~payments ~~for~~with a ~~period~~requirement ofto upcure tothe ~~eleven~~breach ~~months. On~~by no later than May 37, 2010,. Set ~~the~~forth ~~parties~~below ~~extended~~is ~~the~~a ~~exclusive~~summary ~~evaluation~~of ~~and~~the ~~option~~terms ~~to license~~and ~~period~~conditions toof ~~October 6,~~the ~~2010.~~Fourth Amendment:

~~On September 1,~~· The ~~2009,~~date to cure the ~~Company~~breach ~~reported~~has ~~that~~been aextended ~~global~~to June 2, ~~multi-billion dollar~~2010, ~~healthcare~~provided ~~company~~however, ~~had~~that the ~~exercised~~Company ~~its~~must ~~option~~pay ~~for~~the anexisting ~~exclusive~~past 90due ~~day period~~balance toof ~~negotiate~~$433,565 ~~licensing~~and ~~terms~~obtain funding ~~for~~aggregating ~~use~~$15 ofmillion ~~Cerashield™~~by ~~for~~such ~~a specific~~date. ~~medical~~The ~~device~~Company ~~under~~is ain ~~previously~~active ~~announced~~negotiations ~~evaluation~~for ~~and~~funding ~~option~~that towill ~~license~~satisfy the ~~agreement~~requirement. ~~On December 2~~ However, ~~2009, the~~there ~~parties~~is ~~agreed~~no assurance tothat ~~extend~~the ~~this~~Company ~~exclusivity~~will ~~period~~be ~~until~~successful ~~May 1, 2010~~ in ~~return~~ ~~for~~closing ~~undisclosed~~on ~~financial~~such ~~consideration.~~ transactions ~~This~~by ~~agreement expired on May~~June 12, 2010, ~~without~~if ~~consummation of a license agreement.~~ever;

· The field of application has been redefined to exclude opthalmological applications including devices, solutions and surgical applications; and

· The Company shall by June 2, 2010 issue 100,000 shares of Company common stock to BYU and its designee.

ITEM 9.01 Financial Statements and Exhibits

None.

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 thereunto duly authorized.

		Ceragenix Pharmaceuticals, Inc.
Dated:	May 611, 2010	~~/s/ Jeffrey Sperber~~	/s/ Jeffrey Sperber
		~~Jeffrey Sperber, Chief Financial Officer~~	Jeffrey Sperber, Chief Financial Officer

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