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~~April 115, ~~2014~~2015

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:

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):

¨ 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 41.~~01.~~02 ~~Changes~~Termination inof ~~Registrant’s~~a ~~Certifying~~Material ~~Accountant~~Definitive Agreement.

~~KPMG~~On ~~LLP~~April 15, 2015, Redpoint Bio Corporation, a Delaware corporation (the “~~KPMG~~Company”), ~~was~~received ~~previously~~ written notice of termination (the ~~independent~~“Notice”) from ~~registered~~International ~~public~~Flavors ~~accounting~~& ~~firm~~Fragrances ~~for~~Inc., ~~Redpoint~~a ~~Bio~~New ~~Corporation~~York corporation (“IFF”), effective July 17, 2015 (the “~~Company~~Termination Date”)., Onof ~~August~~the 1License and Commercialization Agreement (the “Agreement”), ~~2014~~dated as of June 29, 2010 (the “Effective Date”), between the ~~Audit~~Company ~~Committee~~and ofIFF. IFF delivered the ~~Board~~Notice pursuant to the provisions of ~~Directors~~the (Agreement allowing it to terminate the ~~“Audit~~Agreement ~~Committee”~~upon ninety (90) days’ prior written notice to the Company. Upon termination of the Agreement, all licenses granted by the Company ~~dismissed~~to ~~KPMG~~IFF under this Agreement shall terminate in their entirety on the Termination Date and IFF shall as promptly as commercially practicable (a) transfer to the Company (i) possession and ownership of all governmental or regulatory correspondence, filings and approvals relating to the “Licensed Technology” (as defined in the Agreement), (ii) copies of all data, reports, records and materials in IFF’s possession or control relating to the Licensed Technology to the extent ~~independent~~not ~~registered~~publicly ~~public~~available, ~~accounting~~and ~~firm~~(iii) all records and materials in IFF’s possession or control containing “Confidential Information” (as defined in the Agreement”) of the Company, ~~effective~~and ~~immediately~~(b) if the Company so requests, transfer any “Third Party” agreements, including the “Supply Agreements” relating to RP44 (as such quoted terms are defined in the Agreement).

~~KPMG’s~~Under ~~audit~~the Agreement, ~~reports~~the onCompany ~~the~~had granted IFF an exclusive license to develop, manufacture, use and commercialize RP44, the Company’s ~~financial~~ ~~statements~~all natural sweetness enhancer for ~~the~~use ~~two~~in ~~most~~favor ~~recent~~systems ~~fiscal~~in ~~years~~beverages, ~~for~~dairy ~~which~~products, ~~KPMG~~confectionary ~~conducted~~products, snack anproducts ~~audit~~and bakery products, ~~which~~anywhere ~~were~~in the world for ~~the~~five years ~~ended~~from ~~December~~the Effective Date. In partial consideration of ~~31,~~the ~~2011~~Company’s agreement to grant an exclusive license to IFF pursuant to the terms and ~~2010~~conditions of the Agreement, ~~and~~IFF agreed ~~for~~to pay the ~~period~~Company ~~from~~an ~~August~~upfront ~~16,~~fee ~~1995~~in ~~(inception)~~the toamount ~~December~~of 31$500,000. ~~2011~~In addition, ~~did~~IFF ~~not~~agreed ~~contain~~to ~~any~~pay ~~adverse~~the ~~opinion or~~Company ~~disclaimer~~two milestone payments of ~~opinion~~$500,000 ~~nor~~each ~~were~~based ~~they~~upon ~~qualified~~certain orcriteria ~~modified~~regarding supply and regulatory approval, as toset ~~uncertainty~~forth in the Agreement. During the Royalty Term (as defined in the Agreement), ~~audit~~IFF ~~scope~~would make royalty payments to the Company based on the amount of RP44 purchased by IFF for use in Products. To date, orIFF ~~accounting~~has ~~principles~~paid a total of $450,000 ~~except~~in minimum royalties and is asrequired ~~follows:~~to pay the Company an additional $125,000 in minimum royalties that is due through the Termination Date.

KPMG’s audit reports on the Company’s financial statements for the two most recent fiscal years for which KPMG conducted an audit, which were for the years ended December 31, 2011 and 2010, and for the period from August 16, 1995 (inception) to December 31, 2011, contained a separate paragraph stating that “the Company has incurred losses and negative cash flows from operations since inception, has an accumulated deficit and limited cash resources that raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty”.SIGNATURES

~~During~~Pursuant ~~the~~to ~~Company’s two most recent fiscal years for which KPMG conducted an audit, which were for~~ the ~~years~~requirements ~~ended~~of ~~December 31, 2011 and 2010, and for~~ the ~~period from~~Securities ~~August~~Exchange ~~16,~~Act ~~1995 (inception) to December 31, 2011, and during the subsequent period through August 1, 2014, there were (i) no disagreements between the Company and KPMG on any matter~~ of ~~accounting principles or practices~~1934, ~~financial statement disclosure, or auditing scope or procedures, which, if not resolved to~~ the ~~satisfaction~~registrant ofhas ~~KPMG,~~duly ~~would have~~ caused ~~KPMG~~this toreport ~~make a reference~~ to ~~the~~be ~~subject~~signed ~~matter of~~on ~~the disagreement in connection with~~ its ~~opinion~~behalf onby the ~~financial~~undersigned ~~statements~~hereunto ~~for~~duly ~~such years, and (ii) no “reportable events,” as defined in 304(a)(1)(v) of Regulation S-K~~authorized.

The Company provided KPMG with a copy of the disclosure contained in this Form 8-K and requested that KPMG furnish it with a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the above statements, and if not, stating the respects in which it does not agree. A copy of such letter, dated August 1, 2014 is filed as Exhibit 16.1 to this Form 8-K.

	REDPOINT BIO CORPORATION

Dated: April 21, 2015

	By:	/s/ Scott Horvitz
	Name:	Scott Horvitz
	Title:	President, Chief Executive Officer, Chief Financial Officer, Treasurer and Secretary

Following the approval to change accountants by the Audit Committee on August 1, 2014, the Company engaged D’Arelli Pruzansky, P.A. (“D’Arelli”) as its new independent registered public accounting firm. The Company has not, during the Company’s two most recent fiscal years, during the subsequent interim period prior to the engagement of D’Arelli, or at any prior period, consulted with D’Arelli regarding (a) the application of accounting principles to a specified transaction, either completed or proposed; (b) the type of audit opinion that might be rendered on the Company’s financial statements; or (c) any matter that was the subject of a disagreement or reportable event as defined in Items 304(a)(1)(iv) and (v), respectively, of Regulation S-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
16.1		Letter from KMPG LLP dated August 1, 2014, regarding change in independent registered public accounting firm.

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.

Dated: August 4, 2014	REDPOINT BIO CORPORATION
	By:	/s/ Scott Horvitz
	Name:	Scott Horvitz
	Title:	President, Chief Executive Officer,
		Chief Financial Officer, Treasurer,
		and Secretary

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