8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8K

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 29, 2005    

Commission File No. 1-14778

DOR BIOPHARMA, INC.

(Exact name of small business issuer as specified in its charter)

DELAWARE		41-1505029
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)
1691 Michigan Ave., Suite 435 Miami, FL		33139
(Address of principal executive offices)		(Zip Code)
	(305) 534-3383
	(Issuer’s telephone number, including area code)

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:

[ ] 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 1.01. Entry into a Material Definitive Agreement.

As previously reported, on October 28, 2005, DOR BioPharma, Inc. (the “Company”) entered into a Binding Letter of Intent (the “Letter”) to acquire Gastrotech Pharma A/S (“Gastrotech”), a private Danish biotechnology company developing therapeutics based on gastrointestinal peptide hormones to treat gastrointestinal and cancer diseases and conditions. On December 29, 2005, the parties amended the Letter to extend the termination date of the Letter and the exclusivity period provided by the Letter to January 15, 2006.

A copy of the amendment to the Letter between the Company and Gastrotech is filed as Exhibit 10.1 to this Current Report on Form 8-K.

Item 9.01.  Financial Statements and Exhibits.

(c) Exhibits.

Exhibit No.Title

10.1Amendment to Binding Letter of Intent dated December 29, 2005 between the Company and Gastrotech.

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.

DOR BIOPHARMA, INC.

By: /s/ Michael T. Sember

Name: Michael T. Sember

Title: President and Chief Executive Officer

Dated:January 3, 2006

Exhibit Index

Exhibit

NumberDescription of Exhibits

10.1Amendment to Binding Letter of Intent dated December 29, 2005 between the Company and Gastrotech.

EX-10.1

DORBioPharma, Inc.

December 12, 2005

Confidential

Kind Attn: Hans T. Schambye, PhD

Chief Executive Officer

Gastrotech Pharma A/S

Nyhavn 43B

Copenhagen 1051

Denmark

Re: Extension of Letter of Intent between DOR BioPharma, Inc., Gastrotech Pharma A/S and Sellers dated October 28, 2005 (“Letter of Intent”)

Dear Hans:

This letter confirms our mutual agreement as of the date set forth above to extend both the termination date set forth in sub-clause (i) on page 4 of the Letter of Intent and the exclusivity period set forth on page 4 of the Letter of Intent through 11:59 pm (Eastern Standard Time) on January 15, 2006. All other terms of the Letter of Intent shall remain unchanged.

Agreed and Accepted on December 29, 2005	Agreed and Accepted on December 20, 2005
DOR BIOPHARMA, INC.	GASTROTECH PHARMA A/S
By: /s/ Michael Sember	By: /s/ Hans T. Schambye
Mike Sember	Hans T. Schambye, PhD
Chief Executive Officer	Chief Executive Officer
	By: /s/ Olle Isaksson
	Olle Isaksson
	Chairman of the Board of Directors
	NORDIC BIOTECH K/S
	By: /s/ Christian Hansen/s/ Florian Schonharting
	Christian Hansen  Florian Schonharting