SC 13D/A

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

SCHEDULE 13D

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

RULE 13d-2(a)

(Amendment No. 6)*

CPEX Pharmaceuticals, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

12620N104

(CUSIP Number)

Arcadia Capital Advisors, LLC

175 Great Neck Road, Suite 406

Great Neck, NY 11021

Attention:  Richard Rofé

Tel:  516.466.5258

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

February 22, 2010

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box  o.

Note.  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes.)

CUSIP No.:  12620N104

1 NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Arcadia Opportunity Master Fund, Ltd.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

3 SEC USE ONLY

4 SOURCE OF FUNDS

WC

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)  ¨

6 CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF	7	SOLE VOTING POWER   -   0
SHARES
BENEFICIALLY	8	SHARED VOTING POWER   -   99,367*
OWNED BY
EACH	9	SOLE DISPOSITIVE POWER   -   0
REPORTING
PERSON WITH	10	SHARED DISPOSITIVE POWER   -   99,367*

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

99,367*

12           CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES    ¨

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

3.9%*

14 TYPE OF REPORTING PERSON

CO

*  Represents the shares held directly by the Fund as of February 22, 2010.  Together with the shares held directly by Shelter Bay as of such date, the group beneficially owns 253,525 shares, representing 9.97% of all of the outstanding shares.

2

CUSIP No.:  12620N104

1 NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Arcadia Capital Advisors, LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

3 SEC USE ONLY

4 SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)  ¨

6 CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF	7	SOLE VOTING POWER   -   0
SHARES
BENEFICIALLY	8	SHARED VOTING POWER   -   99,367*
OWNED BY
EACH	9	SOLE DISPOSITIVE POWER   -   0
REPORTING
PERSON WITH	10	SHARED DISPOSITIVE POWER   -  99,367*

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

99,367*

12           CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

3.9%*

14 TYPE OF REPORTING PERSON

OO

*  Represents the shares held directly by the Fund as of February 22, 2010.  Together with the shares held directly by Shelter Bay as of such date, the group beneficially owns 253,525 shares, representing 9.97% of all of the outstanding shares.

3

CUSIP No.:  12620N104

1. NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

M.D. Sass FinStrat Arcadia Capital Holdings, LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

3 SEC USE ONLY

4 SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨

6. CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF	7	SOLE VOTING POWER   -   0
SHARES
BENEFICIALLY	8	SHARED VOTING POWER   -   99,367*
OWNED BY
EACH	9	SOLE DISPOSITIVE POWER   -     0
REPORTING
PERSON WITH	10	SHARED DISPOSITIVE POWER   - 99,367*

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

99,367*

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

3.9%*

14 TYPE OF REPORTING PERSON

OO

*  Represents the shares held directly by the Fund as of February 22, 2010.  Together with the shares held directly by Shelter Bay as of such date, the group beneficially owns 253,525 shares, representing 9.97% of all of the outstanding shares.

4

CUSIP No.:  12620N104

1. NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Richard Rofé

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

3 SEC USE ONLY

4 SOURCE OF FUNDS

AF, PF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)  ¨

6. CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF	7	SOLE VOTING POWER   -   0
SHARES
BENEFICIALLY	8	SHARED VOTING POWER   -   253,525*
OWNED BY
EACH	9	SOLE DISPOSITIVE POWER   -     0
REPORTING
PERSON WITH	10	SHARED DISPOSITIVE POWER   - 253,525*

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

253,525*

12           CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

9.97%*

14 TYPE OF REPORTING PERSON

IN

*  Represents (i) 99,367 shares held directly by the Fund and (ii) 154,158 shares held directly by Shelter Bay, in each case as of February 22, 2010, collectively representing 9.97% of all of the outstanding shares.

5

CUSIP No.:  12620N104

1. NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Shelter Bay Holdings, LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

3 SEC USE ONLY

4 SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨

6. CITIZENSHIP OR PLACE OF ORGANIZATION

New York

NUMBER OF	7	SOLE VOTING POWER   -    0
SHARES
BENEFICIALLY	8	SHARED VOTING POWER   -   154,158*
OWNED BY
EACH	9	SOLE DISPOSITIVE POWER   -     0
REPORTING
PERSON WITH	10	SHARED DISPOSITIVE POWER   - 154,158*

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

154,158*

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

6.1%*

14 TYPE OF REPORTING PERSON

OO

*  Represents the shares held directly by Shelter Bay as of February 22, 2010.  Together with the shares held directly by the Fund as of such date, the group beneficially owns 253,525 shares, representing 9.97% of all of the outstanding shares.

6

EXPLANATORY NOTE

This Amendment No. 6 to Schedule 13D (this “Amendment No. 6”) is being filed with respect to the beneficial ownership of common stock, par value $0.01 per share (the “Common Stock”), of CPEX Pharmaceuticals, Inc., a Delaware corporation (the “Issuer”, the “Company” or “CPEX”).  This Amendment No. 6 supplements Items 4 and 7 of the Schedule 13D previously filed on January 7, 2010, as amended.

ITEM 4.            Purpose of Transaction.

On February 22, 2010, the Fund delivered to CPEX a letter dated February 19, 2010, whereby the Fund supplemented and re-submitted to CPEX its original demand letter dated January 29, 2010.  The complete text of the letter dated February 19, 2010 is attached hereto as Exhibit 14.

ITEM 7.            Material to be Filed as Exhibits.

Exhibit No.       Document

14.           Letter from the Fund to CPEX dated February 19, 2010

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated:  February 22, 2010

RICHARD ROFÉ
ARCADIA CAPITAL ADVISORS, LLC
ARCADIA OPPORTUNITY MASTER FUND, LTD.
SHELTER BAY HOLDINGS, LLC
By:	/s/ Richard Rofé
Richard Rofé, for himself, as Managing Director of the Investment Manager (for itself and on behalf of the Fund) and as Managing Member of Shelter Bay
M.D. SASS FINSTRAT ARCADIA CAPITAL HOLDINGS, LLC
By:	/s/ Phil Sivin
Phil Sivin, Authorized Signatory

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EXHIBIT INDEX

Exhibit No.	Document
14.	Letter from the Fund to CPEX dated February 19, 2010

9

EX-14

Exhibit 14

Arcadia Opportunity Master Fund, Ltd.

c/o Arcadia Capital Advisors, LLC

175 Great Neck Road, Suite 406

Great Neck, NY 11021

February 19, 2010

BY FEDEX, FACSIMILE AND E-MAIL

CPEX Pharmaceuticals, Inc.

2 Holland Way

Exeter, New Hampshire, 03833

Attention: Corporate Secretary

Ms. Deborah S. Birnbach

Goodwin Proctor LLP

Exchange Place

Boston, MA 02109

Ladies and Gentlemen:

On January 29, 2010, Arcadia Opportunity Master Fund, Ltd. ("Arcadia") submitted a letter to CPEX Pharmaceuticals, Inc., a Delaware corporation (the "Company"), requesting that it be permitted to inspect the books, records and documents of the Company and to make copies or extracts therefrom pursuant to Section 220 of the Delaware General Corporation Law (“January Demand Letter”).  A copy of the January Demand letter is attached hereto.  By your letter dated February 3, 2010, the Company refused Arcadia’s demand.  Arcadia does not believe the Company had proper grounds to refuse its demand and is not addressing the same at this time and reserves all rights with respect thereto.  Without prejudice to the foregoing, Arcadia is hereby re-submitting the January Demand Letter as of the date hereof in light of Arcadia’s reaffirmation and valid nomination of Mr. Rofé as a director at the Company’s upcoming annual meeting of stockholders, as evidenced by its letter to the Company dated February 17, 2010.  The purpose of this demand is to enable Arcadia and its affiliates to communicate with the Company's stockholders in connection with the same.

Arcadia hereby designates and authorizes Paul Fasciano of Sadis & Goldberg LLP and any other persons designated by it, acting singly or in any combination, to conduct the inspection and copying herein requested. It is requested that the materials identified above be made available to the designated parties no later than March 1, 2010. Pursuant to Section 220 of the DGCL, you are required to respond to this demand within five business days of the date hereof. Accordingly, please advise Mr. Fasciano, at (212) 573-8025, as promptly as practicable within the requisite timeframe, when and where the items requested above will be made available to Arcadia. If the Company contends that this demand is incomplete or is otherwise deficient in any respect, please notify Arcadia immediately in writing, with a copy to Mr. Fasciano, facsimile (212) 573-8026, setting forth the facts that the Company contends support its position and specifying any additional information believed to be required.  In the absence of such prompt notice, Arcadia will assume that the Company agrees that this demand complies in all respects with the requirements of the DGCL. Arcadia reserves the right to withdraw or modify this demand at any time.

Very truly yours,
Arcadia Opportunity Master Fund, Ltd.
By:	/s/ Richard S. Rofé
Name:	Richard S. Rofé
Title:	Authorized Signatory

Attachments: Original Demand Letter Dated January 29, 2010 (being resubmitted as of the date hereof)

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