Ceragenix Pharmaceuticals, Inc. Completes $3.2 Million Convertible Note Transaction

DENVER--(BUSINESS WIRE)--Dec. 6, 2005--Ceragenix Pharmaceuticals, Inc., (“Ceragenix” or the “Company”), a development stage biopharmaceutical company, (OTCBB:CGXP) today announced that it had completed a financing in which the Company sold $3.2 million in convertible notes (the “Notes”) in a private transaction to four institutional investors. The Notes accrue interest at the rate of 10% per annum, payable quarterly, with principal and any accrued interest payable in full on November 28, 2007. The Notes are convertible into shares of the Company’s common stock at a conversion price equal to $2.05 per share, subject to adjustment under certain circumstances. In addition, for every two shares of common stock issuable upon conversion of the Notes, an investor received one warrant exercisable for five years to purchase one additional share of common stock at a purchase price of $2.225 per share. The warrants also include a cashless exercise provision. Furthermore, the Company paid placement agents $320,000 in commissions and issued warrants exercisable for five years to acquire 156,098 shares of common stock at an exercise price of $2.05 per share.

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