sec document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): October 7, 2005
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CEPTOR CORPORATION
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(Exact Name of Registrant as Specified in Charter)
DELAWARE 333-105793 11-2897392
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
200 INTERNATIONAL CIRCLE, SUITE 5100, HUNT VALLEY, MARYLAND 21030
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (401) 527-9998
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N/A
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(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):
|_| 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 October 7, 2005, CepTor Corporation (the "Company") entered into a
common stock purchase agreement with Fusion Capital Fund II, LLC, ("Fusion
Capital") a Chicago based institutional investor, whereby Fusion Capital has
agreed to purchase up to $20.0 million of the Company's common stock $0.0001 par
value per share (the "Common Stock") over a 40-month period. Specifically,
following effectiveness of the Company's registration statement, CepTor has the
right to sell Fusion Capital $500,000 of its common stock per month at a
purchase price based upon the market price of CepTor's Common Stock on the date
of sale without any fixed discount to the market price. At the Company's sole
option, Fusion may be required to purchase up to $20.0 million worth of Common
Stock during the term of the Agreement. The Company has the right to control the
timing and the amount of Common Stock sold to Fusion Capital. The Company also
has the right to terminate the agreement at any time without cost. Under the
Agreement Fusion Capital is prohibited from engaging in any direct or indirect
short selling or hedging.
ITEM 3.02. UNREGISTERED SALES OF EQUITY SECURITIES.
In connection with the transaction described above, the Company issued
25,000 shares of Common Stock and has agreed to issue 337,359 additional shares
of Common Stock to Fusion Capital.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
EXHIBIT NO. DESCRIPTION
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4.1 Common Stock Purchase Warrant, dated October 7, 2005
4.2 Registration Rights Agreement, dated October 7, 2005
10.1 Common Stock Purchase Agreement, dated October 7, 2005
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.
CEPTOR CORPORATION
Date: October 7, 2005
By: /s/ Donald Fallon
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Name: Donald Fallon
Title: Senior Vice President and
Chief Financial Officer