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): July 18, 2006
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CEPTOR CORPORATION
(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: (410)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 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT
The information reported in Item 3.02 is incorporated by reference into this
Item 2.03.
ITEM 3.02 SALE OF UNREGISTERED EQUITY SECURITIES
In our Current Report on Form 8-K filed June 7, 2006, we described the material
terms and conditions of an offering of our one-year 6% convertible promissory
notes (the "Notes"). On July 18, 2006, we sold an aggregate principal amount of
$1,075,000 of Notes and issued five-year warrants to purchase an aggregate of
5,666,666 shares of common stock, par value $0.0001 per share, at an initial
exercise price of $0.30 per share. The sale is part of an offering only to
"accredited investors" (as defined in Rule 501 (a) of Regulation D under Section
4(2) of the Securities Act of 1933, as amended) of Notes in the aggregate
principal amount of up to $6,000,000. Accordingly, as of July 18, 2006, together
with the prior closing, an aggregate of $2,575,000 of Notes are outstanding.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
Exhibit No. Description
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1.1 Placement Agency Agreement (incorporated herein by reference
to Exhibit 1.1 to the Company's Current Report on Form 8-K
filed with the SEC on June 2, 2006).
4.1 Form of Subscription Agreement (incorporated herein by
reference to Exhibit 4.1 to the Company's Current Report on
Form 8-K filed with the SEC on June 2, 2006).
4.2 Form of 6% Convertible Note (incorporated herein by
reference to Exhibit 4.2 to the Company's Current Report on
Form 8-K filed with the SEC on June 2, 2006).
4.3 Form of Common Stock Purchase Warrant (incorporated herein
by reference to Exhibit 4.3 to the Company's Current Report
on Form 8-K filed with the SEC on June 2, 2006).
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: July 24, 2006
By: /s/ William H. Pursley
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William H. Pursley
Chairman and Chief Executive Officer