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Message #20
From: NewsBot
Date: December 11, 2006 07:30:00 AM

CGXP News Ceragenix Completes $5 Million Financing

DENVER--(BUSINESS WIRE)--Ceragenix Pharmaceuticals, Inc. (OTCBB:CGXP), an emerging biopharmaceutical company focused on infectious disease and dermatology, reports it has completed the private sale of an aggregate of $5 million in secured convertible debentures and warrants to three accredited investors. Stifel, Nicolaus & Company, Incorporated served as the lead placement agent.

The debentures accrue interest at the rate of 9% per annum, payable quarterly in arrears commencing January 1, 2007, and mature on December 5, 2009 (the "Maturity Date"). The debentures are convertible into shares of common stock, $.0001 par value (the "Common Stock") of the Company at a conversion price equal to $2.26 per share, subject to adjustment under certain circumstances. Commencing December 1, 2007, the Company is required to redeem 1/25 of the principal amount of the debentures each month until maturity. Subject to the satisfaction of certain conditions, the Company may pay the amounts due under the debentures in shares of Common Stock. Investors also received warrants to acquire 1,162,212 shares of common stock at an exercise price of $2.37 per share that are also subject to price protection and other adjustments under certain circumstances. The warrants are exercisable immediately and have a five year term.

The proceeds of the sale will be used primarily to fund the Company’s development activities and for general corporate purposes.

“This financing reflects an important milestone for our company,” said Steven Porter, chairman and CEO of Ceragenix Pharmaceuticals. “We look forward to utilizing the proceeds to execute on our business plan.”

About Ceragenix Pharmaceuticals

Ceragenix Pharmaceuticals, Inc. is an emerging biopharmaceutical company focused on infectious disease and dermatology. Ceragenix is engaged in the development of novel anti-infective drugs based on its proprietary class of compounds, Ceragenins™ (or CSAs). Active against a broad range of gram positive and negative bacteria, these agents are being developed as anti-infective medical device coatings (Ceracides™) and as therapeutics for antibiotic-resistant organisms. Ceragenix further owns exclusive rights to Barrier Repair Technology for the treatment of dermatological disorders including atopic dermatitis, neonatal skin disorders and others. Ceragenix's patented Barrier Repair Technology, invented by Dr. Peter Elias and licensed from the University of California, is the platform for the development of two prescription topical creams—EpiCeram® and NeoCeram®. For additional information on Ceragenix, please visit www.ceragenix.com.

FORWARD-LOOKING STATEMENTS

This press release may contain forward-looking statements. The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements. These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those expressed or implied by such forward-looking statements, including, but not limited to, the following: the ability of the Company to raise sufficient capital to finance its planned activities, receiving the necessary marketing clearance approvals from the United States Food and Drug Administration (the “FDA”), successful clinical trials of the Company's planned products including; the ability to enroll the studies in a timely manner, patient compliance with the study protocol, a sufficient number of patients completing the studies, and the ability to demonstrate the equivalence of EpiCeram® to a mid strength steroid , the ability of the Company to commercialize its planned products, the ability of the Company to consummate a favorable marketing agreement with a partner to market EpiCeram®, market acceptance of the Company's planned products, the Company’s ability to successfully develop its licensed compounds, alone or in cooperation with others, into commercial products, the ability of the Company to successfully prosecute and protect its intellectual property, and the Company's ability to hire, manage and retain qualified personnel. The aforementioned factors do not represent an all inclusive list. Actual results, performance or achievements could differ materially from those contemplated, expressed or implied by the forward-looking statements contained in this press release. In particular, important factors that could cause actual results to differ materially from the Company’s forward-looking statements include general economic factors, business strategies, the state of capital markets, regulatory conditions, and other factors not currently known to the Company, may be significant, now or in the future, and these factors may affect the Company to a greater extent than indicated. All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by the cautionary statements set forth in this press release and in other documents that the Company files from time to time with the Securities and Exchange Commission including its Annual Report on Form 10-KSB, Quarterly Reports on Form 10-QSB and Current Reports on Form 8-KSB to be filed in 2006. Except as required by law, the Company does not undertake any obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise.

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