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 29, 2006
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CEPTOR CORPORATION
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(Exact Name of Registrant as Specified in Charter)
DELAWARE 333-105793 11-2897392
(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 MATERIAL DEFINITIVE AGREEMENT.
On June 29, 2006, we entered into an assignment agreement (the "Assignment
Agreement") by and between The Longview Fund, LP, Alpha Capital
Aktiengesellschaft, Ellis International Ltd. and Momona Capital Corp. (each an
"Assignee") which provides for, among other things, the assignment of the unpaid
and unconverted amounts outstanding under each of our 8% secured convertible
debentures, each in the principal amount of $1,000,000, issued to Cornell
Capital Partners, LP ("Cornell) on December 9, 2005 ("December 9 Debenture") and
December 28, 2005 ("December 28 Debenture" and together with the December 9
Debenture, the "Debentures"), to the Assignees in the amounts listed in the
Schedule to the Assignment Agreement. The principal amount of $700,000 and
$1,000,000 remain unpaid and unconverted under the December 9 Debenture and the
December 28 Debenture, respectively. The aggregate purchase price paid by the
Assignees is $1,914,181, of which $1,700,000 is being paid as principal,
$136,000 represents the redemption premium and $78,181 represents accrued
interest.
The Assignment Agreement requires that we file a post-effective amendment to
Registration Statement No. 333-130746 in order to add the Assignees as selling
shareholders of shares issuable upon the conversion of the Debentures.
We described the material terms and conditions of the Debentures in our Current
Report on Form 8-K, dated December 9, 2005 and filed with the SEC on December
15, 2005, as amended by our Current Report on Form 8-K/A, dated December 9, 2005
and filed with the SEC on January 6, 2006. We have reissued the Debentures to
each of the Assignees in proportion to their assignment from Cornell. All of
such terms and conditions remain unchanged in the Debentures except that the
Assignment Agreement provides that we no longer have the right to redeem the
Debentures, in whole or in part.
We have granted a security interest in all of our assets to Cornell to secure
our obligations under the Debentures, which security interest will be
transferred to the Assignees pursuant to the Assignment Agreement.
The description of the Debentures and the Assignment Agreement are qualified in
their entirety by the full text of those documents that have been filed as
Exhibits to this Current Report on 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 1.01 is incorporated by reference into this
Item 2.03.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
Pursuant to the Assignment Agreement, on June 29, 2006, we issued to Cornell in
consideration of its agreement to assign the Debentures to the Assignees, a
three-year warrant to purchase 5,000,000 shares of our common stock at an
exercise price of $0.25 per share, subject to an exercise price adjustment in
the event we issue or sell any shares of common stock, any option or warrant to
purchase common stock, or other securities convertible into shares of our common
stock, at an exercise or conversion price less than $0.25 per share, and further
subject to certain limitations (which can be waived by Cornell upon 65 days
notice) on exercise where the resulting number of shares issuable upon exercise
on a cumulative basis would exceed 4.99% of the total number of shares of common
stock outstanding. The Warrant also provides for cashless exercise at Cornell's
option if there is not an effective registration statement covering the shares
issuable upon exercise of the Warrant at the time of exercise.
The description of the Warrant is qualified in its entirety by the full text of
the Warrant which has been filed as an Exhibit to this Current Report on Form
8-K.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
Exhibit No. Description
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4.1 Secured Convertible Debenture dated December 9, 2005
(incorporated herein by reference to Exhibit 4.1 to our Current
Report on Form 8-K, dated December 9, 2005)
4.2 Secured Convertible Debenture dated December 28, 2005
(incorporated herein by reference to Exhibit 4.1 to our Current
Report on Form 8-K/A, dated December 9, 2005)
4.3 Assignment Agreement, dated June 29, 2006
4.4 Secured Convertible Debenture with Longview Fund, LP, dated June
29, 2006
4.5 Secured Convertible Debenture with Longview Fund, LP, dated June
29, 2006
4.6 Secured Convertible Debenture with Alpha Capital,
Aktiengesellschaft, dated June 29, 2006
4.7 Secured Convertible Debenture with Ellis International Ltd.,
dated June 29, 2006
4.8 Secured Convertible Debenture with Momona Capital, dated June
29, 2006
4.9 Warrant, dated June 29, 2006
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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: July 6, 2006
By: /s/ William H. Pursley
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William H. Pursley
Chairman and Chief Executive Officer
Exhibit Index
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4.1 Secured Convertible Debenture dated December 9, 2005
(incorporated herein by reference to Exhibit 4.1 to our Current
Report on Form 8-K, dated December 9, 2005)
4.2 Secured Convertible Debenture dated December 28, 2005
(incorporated herein by reference to Exhibit 4.1 to our Current
Report on Form 8-K/A, dated December 9, 2005)
4.3 Assignment Agreement, dated June 29, 2006
4.4 Secured Convertible Debenture with Longview Fund, LP, dated June
29, 2006
4.5 Secured Convertible Debenture with Longview Fund, LP, dated June
29, 2006
4.6 Secured Convertible Debenture with Alpha Capital,
Aktiengesellschaft, dated June 29, 2006
4.7 Secured Convertible Debenture with Ellis International Ltd.,
dated June 29, 2006
4.8 Secured Convertible Debenture with Momona Capital, dated June
29, 2006
4.9 Warrant, dated June 29, 2006