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): December 2, 2013

REDPOINT BIO CORPORATION

(Exact name of registrant as specified in its charter)

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:

(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):

On December 2, 2013, Redpoint Bio Corporation, a Delaware corporation (the "Company") received Two Hundred Twenty Five Thousand Dollars ($225,000) in satisfaction of certain milestone payment obligations set forth in that certain Transfer Agreement and Bill of Sale (the “Transfer Agreement”), dated May 23, 2013, entered into by and between the Company and Janssen Pharmaceuticals, Inc., a Pennsylvania corporation (“Janssen”). Pursuant to the terms and conditions of the Transfer Agreement, the Company agreed to transfer to Janssen its right, title and interest in all of its assets associated with its research programs concerning transient receptor potential channel type M5 (Trp-M5) in consideration of up to Three Hundred Thousand Dollars ($300,000) (the “Total Consideration”). Janssen paid Seventy-Five Thousand Dollars ($75,000) of the Total Consideration to the Company at the time the Transfer Agreement was entered into and the remainder was to be paid upon the achievement of certain milestones.

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.