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): June 17, 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 June 17, 2005, the registrant entered into a Securities Purchase
Agreement with Xechem International, Inc. ("Xechem"), a copy of which is
attached hereto as Exhibit 99.01 (the "Securities Purchase Agreement"). Pursuant
to the Securities Purchase Agreement, the registrant repurchased 2,886,563
shares of its common stock, par value $.0001 per share (the "Common Stock") from
Xechem, which was formerly the owner of approximately 29% of the registrant's
common stock, for a purchase price of $2,309,250.40. As additional
consideration, William Pursley, the registrant's chairman and chief executive
officer, surrendered options to purchase 43,000,000 shares of the common stock,
par value $.00001 per share, of Xechem. Xechem retained 500,000 shares of the
Common Stock, but agreed that it would only sell such shares subject to the
volume restrictions of Rule 144, regardless of whether or not such volume
limitations are applicable at the time of such sale. Additionally, the
Securities Purchase Agreement terminated that certain Ceptor Agreement by and
among William Pursley, Xechem and the registrant, dated as of March 31, 2004, as
amended (the "Spinoff Agreement"), as more fully described in Item 1.02 hereof.
From September 2003 to March 2004, Mr. Pursley was President and
Vice Chairman of Xechem.
ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.
The Securities Purchase Agreement terminated the Spinoff Agreement.
The registrant, Xechem, and William Pursley entered the Spinoff Agreement to
provide for the separation of the Company from Xechem. The Spinoff Agreement
provided for the Company's separation from Xechem under a transaction structured
to include (i) the Company's redemption of a portion of its shares held by
Xechem out of the proceeds of future financing under the Redemption Obligation
described below, (ii) the issuance and allocation of additional shares of Common
Stock to Mr. Pursley under the Company's Founders' Plan (which is attached as
Exhibit 10.5 to the registrant's annual report on Form 10-KSB for the fiscal
year ended December 31, 2004) and (iii) the Company's reverse merger into a
publicly-traded company. The spin-off of the Company from Xechem and the
Company's reverse merger into a wholly-owned subsidiary of Medallion Crest
Management, Inc. was completed on December 8, 2004.
The Spinoff Agreement, as amended, provided for the Company to
redeem, out of the proceeds of future financing transactions, an aggregate of
$2,000,000 of shares of common stock of the Company held by Xechem (the
"Redemption Obligation"). Pursuant to the terms of the Redemption Obligation,
the Company was obligated to use the first 25% (adjusted to 10% of the proceeds
from the Company's private placement initiated in December 2004 and concluded in
February 2005) of the gross proceeds received in such financing transactions to
redeem an equivalent number of shares of Common Stock held by Xechem, that is
derived by dividing such proceeds by the price per share of Common Stock at
which such financing transaction is consummated. If there were any remaining
Redemption Obligations on March 31, 2006, Xechem would have had the right to put
the remaining portion of the shares held for sale back to the Company to cover
any deficiency.
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Prior to the transactions contemplated by the Securities Purchase
Agreement, Xechem owned approximately 29% of the Common Stock. Additionally,
from September 2003 to March 2004, Mr. Pursley was President and Vice Chairman
of Xechem.
ITEM 8.01 OTHER EVENTS
On June 20, 2005, the registrant issued a press release announcing
that it entered into the Securities Purchase Agreement, as described in Item
1.01 above. For additional information, reference is made to the press release
attached hereto as Exhibit 99.02.
ITEM 9.01. FINANCIAL STATEMENT AND EXHIBITS.
(c) Exhibits.
Exhibit No. Description
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99.01 Securities Purchase Agreement by and between the
registrant, Xechem International, Inc. and William
Pursley, dated June 17, 2005.
99.02 Press Release, dated June 20, 2005.
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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: June 20, 2005
By:/s/ William H. Pursley
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William H. Pursley,
Chairman and Chief Executive Officer
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