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): October 26, 2009

CERAGENIX PHARMACEUTICALS, INC.

(Exact Name of Registrant as Specified in its Charter)

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 8.01             Other Events

On October 26, 2009, the Company issued a press release announcing that it has been notified by MAST BioSurgery Inc. (“MAST”) that based on its evaluation activities undertaken to-date on the Company’s Cerashield™ technology it has decided to invoke its right to negotiate commercialization terms pursuant to the terms of an exclusive evaluation and option to license agreement (the “Agreement”).  Under the terms of the Agreement, MAST now has an exclusive sixty (60) day period to negotiate a license agreement for the Cerashield™ technology within the field of use as defined in the Agreement. There is no assurance that the parties will be able to reach an agreement on the terms of a license agreement.

ITEM 9.01             Financial Statements and Exhibits

d)  Exhibits.

The following exhibit is furnished as part of this Current Report on Form 8-K.

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.

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