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): May 714, 2010

CERAGENIX PHARMACEUTICALS, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	000-50470	84-1561463
(State or other jurisdiction of incorporation)	Commission File Number	(I.R.S. Employer Identification number)
(State or other jurisdiction	Commission File	(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 18.01 ~~Entry~~Other ~~into a Material Definitive Agreement~~Events

On ~~May~~ March 730, 2010, the Company ~~executed~~filed ~~the~~a ~~Fourth~~Current ~~Amendment~~Report (on Form 8-K providing a business update. Among other things, the ~~“Fourth~~Company reported that ~~Amendment”)~~it towas delinquent in making its 2010 minimum annual royalty payment as well as the ~~Exclusive~~December 31, ~~License~~2009 ~~with~~quarterly ~~Brigham~~royalty ~~Young~~payment ~~University~~to ~~(“BYU”~~the ~~and~~Regents of the University of California (the “~~Agreement~~Regents”) ~~effective~~under ~~May 3,~~its ~~2010. As~~patent ~~previously~~sublicense ~~reported,~~agreement which ~~BYU~~put ~~had declared~~ the Company toat berisk of being declared in breach of the agreement. On May 14, 2010, the Company ~~Agreement~~received ~~for~~a ~~failure~~Notice toof ~~make~~Default ~~certain~~from ~~required~~the ~~payments~~Regents ~~with~~dated aApril 30, 2010. Accordingly, ~~requirement~~the Company is required to ~~cure~~pay the ~~breach~~Regents $78,656 by no later than ~~May~~June 729, 2010~~. Set~~ ~~forth~~or otherwise ~~below~~face istermination aof ~~summary~~the license agreement. A loss of the ~~terms~~license ~~and~~agreement with the ~~conditions~~University of California would have a material adverse affect on the ~~Fourth~~Company’s operations, ~~Amendment:~~liquidity and business prospects.

· The date to cure the breach has been extended to June 2, 2010, provided however, that the Company must pay the existing past due balance of $433,565 and obtain funding aggregating $15 million by such date. The Company is in active negotiations for funding that will satisfy the requirement. However, there is no assurance that the Company will be successful in closing on such transactions by June 2, 2010, if 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 1118, 2010	/s/ Jeffrey Sperber	~~/s/ Jeffrey Sperber~~
		Jeffrey Sperber, Chief Financial Officer	~~Jeffrey Sperber, Chief Financial Officer~~

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