sec document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): DECEMBER 9, 2005
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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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
The information reported in Item 1.01 is incorporated herein by reference
to Item 1.01 of CepTor Corporation's Current Report on Form 8-K filed with the
Commission on December 15, 2005 ("Form 8-K").
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 into this Item 2.03
by reference.
ITEM 3.02. UNREGISTERED SALES OF EQUITY SECURITIES.
The information reported in Item 3.02 is incorporated herein by reference
to Item 3.02 of the Form 8-K. CepTor Corporation files this Current Report on
Form 8-K/A for the purpose of amending the Form 8-K to report the issuance of
the second $1,000,000 debenture pursuant to the Securities Purchase Agreement as
reported in the Form 8-K.
The issuance of the second debenture described above was not registered
under the Securities Act of 1933, as amended (the "Securities Act") and was made
in reliance on an exemption from registration pursuant to Section 4(2) and
Regulation D (Rule 506) under the Securities Act.
The foregoing summary does not purport to be complete and is subject to and
qualified in its entirety by reference to the actual text of the Exhibits
attached and incorporated by reference to this Current Report on Form 8-K/A.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
Exhibit No. Description
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4.1 Secured Convertible Debenture dated December 28, 2005
10.1 Securities Purchase Agreement dated December 9, 2005
(incorporated herein by reference to Exhibit 10.1 to the
Company's Current Report on Form 8-K filed December 15,
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: January 4, 2006
By: /s/ William H. Pursley
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William H. Pursley, Chairman and
Chief Executive Officer
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EXHIBIT INDEX
Exhibit No. Description
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4.1 Secured Convertible Debenture dated December 28, 2005
10.1 Securities Purchase Agreement dated December 9, 2005
(incorporated herein by reference to Exhibit 10.1 to
the Company's Current Report on Form 8-K filed
December 15, 2005)
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