425

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):  January 8, 2009

Cellegy Pharmaceuticals, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware	0-26372		82-0429727
(State or other jurisdiction of incorporation)	(Commission File Number)		(IRS Employer Identification No.)
128 Grandview Road Boyertown, PA		19512
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (215) 529-6084

Same

(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):

x	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.

On February 12, 2008, Cellegy Pharmaceuticals, Inc., a Delaware corporation (“Cellegy”), entered into an Agreement and Plan of Reorganization (the “Merger Agreement”), with Adamis Pharmaceuticals Corporation (“Adamis”), a Delaware corporation, and Cellegy Holdings, Inc., a Delaware corporation and a wholly-owned subsidiary of Cellegy (“Merger Sub”), providing for the acquisition of Cellegy by Adamis.  The Merger Agreement provides that Merger Sub will merge with and into Adamis, with Adamis becoming a wholly-owned subsidiary of Cellegy and the surviving corporation in the merger.

Section 9.1(b) of the Merger Agreement allows either Cellegy or Adamis to terminate the Merger Agreement if the merger has not been consummated by September 30, 2008.  On November 11, 2008, Cellegy and Adamis entered into an Amendment to Agreement and Plan of Reorganization to extend the September 30, 2008 termination date in Section 9.1(b) to December 31, 2008.  On January 8, 2008, Cellegy and Adamis entered into a second Amendment to Agreement and Plan of Reorganization to extend the December 31, 2008 termination date in Section 9.1(b) to March 31, 2009.  A copy of the Amendment is attached hereto as Exhibit 2.1.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits.

Exhibit No.	Description
2.1	Amendment to Agreement and Plan of Reorganization, dated as of January 8, 2009, by and between Cellegy Pharmaceuticals, Inc. and Adamis Pharmaceuticals Corporation.

2

SIGNATURE

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.

	CELLEGY PHARMACEUTICALS, INC.
Date: January 8, 2009	By:	/s/ Robert J. Caso
		Robert J .Caso
		Vice President, Finance and Chief Financial Officer
		(Duly Authorized Officer)

3

EX-2.1

Cellegy Pharmaceuticals, Inc.

125 Grandview road

Boyertown, PA 19512

January 8, 2009

Dennis J. Carlo, Ph.D.

President and CEO

Adamis Pharmaceuticals Corporation

2658 Del Mar Heights Road, #555

Del Mar, CA 92014

Re:           Amendment to Agreement and Plan of Reorganization

Dear Dennis:

This letter agreement will confirm our agreement to amend Section 9.1(b) of the Agreement and Plan of Reorganization dated as of February 12, 2008 and amended on November 11, 2008 (the “Agreement”), by and among Cellegy Pharmaceuticals, Inc. (“Cellegy”), Cellegy Holdings, Inc., a wholly-owned subsidiary of Cellegy, and Adamis Pharmaceuticals Corporation (“Adamis”).

Section 9.1(b) of the Agreement is hereby amended to provide in full as follows:

“(b)  by either Cellegy or Adamis if the Merger shall not have been consummated by March 31, 2009 (the “Outside Date”); provided, however, that the right to terminate this Agreement under this Section 9.1(b) shall not be available to any Party whose failure to fulfill or diligently pursue fulfillment of any material obligation under this Agreement has been a principal cause of or resulted in the failure of the Merger to occur on or before the Outside Date;”

 [Signature Page to Follow]

Other than expressly set forth in this letter agreement, the Agreement shall be unmodified and in full force and effect.  Please confirm your agreement by signing a copy of this letter below.

Very truly yours,
Cellegy Pharmaceuticals, Inc.
By:	/s/ Richard C. Williams
	Richard C. Williams, CEO
		AGREED AND ACKNOWLEDGED:
		Adamis Pharmaceuticals Corporation
		By:	/s/ Dennis J. Carlo
			Dennis J. Carlo, President/CEO