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): December 9, 2005 ---------------- -------------------- CEPTOR CORPORATION ------------------ (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 ---------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (410) 527-9998 -------------- N/A ------------------------------------------------------------- (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. FINANCING On December 9, 2005 (the "Closing Date), CepTor Corporation (the "Company") entered into a securities purchase agreement (the "Securities Purchase Agreement") with Cornell Capital Partners, LP (the "Buyer") pursuant to which the Buyer has agreed to purchase from the Company, in a private placement, secured convertible debentures in the aggregate principal amount of $2,000,000 (the "Debentures"), which Debentures bear interest at the rate of 8% per year. Pursuant to the Securities Purchase Agreement, the Company issued a Debenture in the principal amount of $1,000,000 on the Closing Date and will issue a Debenture in the principal amount of $1,000,000 prior to the Registration Statement, as described below, being filed with the SEC covering the resale of the shares of the Company's common stock, par value $0.0001 (the "Common Stock") issuable upon conversion of the Debentures. Each Debenture has a three-year maturity from the date of issuance and is subject to earlier conversion or redemption pursuant to its terms. The Buyer has the right to convert a portion or all of the outstanding principal and interest under the Debentures into shares of Common Stock at a conversion price per share equal to the lesser of: (i) 105% of the closing bid price of the Common Stock on the day prior to the Closing Date (the "Fixed Price") or (ii) 95% of the lowest closing bid price of the Common Stock for the twenty trading days immediately preceding the conversion date (the "Floating Price" and together with the Fixed Price, the "Conversion Price"), subject to adjustment as provided in the Debentures; provided, that any such conversion based on the Floating Price will generally be limited to $150,000 of principal outstanding under the Debentures in any thirty day period; and further provided, that the Buyer may not convert the Debentures into shares of Common Stock if such conversion would result in the Buyer beneficially owning in excess of 4.9% of the then issued and outstanding shares of Common Stock. The Conversion Price and number of shares of Common Stock issuable upon conversion of the Debentures is subject to certain exceptions and adjustment for stock splits and combinations and other dilutive events. Subject to the terms and condition of the Debentures, the Company has the right at any time to redeem a portion or all amounts outstanding under the Debentures. If the closing bid price of the Common Stock, is less than the Fixed Price at the time of the redemption, the Company is obligated to pay, in addition to the principal amount being redeemed, a redemption premium of 8% of the principal amount (and accrued interest) being redeemed (the "Redemption Amount"). If the closing bid price is greater than the Fixed Price, the Company may redeem up to 50% at the Redemption Amount and 50% at the greater of the (x) Redemption Amount and (y) market value of the Common Stock. In addition, the Buyer will receive a three-year warrant to purchase 25,000 shares of Common Stock for every $100,000 redeemed by the Company, on a pro rata basis, at an exercise price per share of 105% of the closing bid price of the Common Stock on the Closing Date (the "Redemption Warrant"). 1 In an Event of Default (as such term is defined in the Debentures) occurs, any principal and accrued interest outstanding will become immediately due and payable, in cash or Common Stock, at the Buyer's election. Pursuant to the Securities Purchase Agreement, on December 9, 2005, the Company issued to the Buyer (i) a three-year warrant to purchase up to 1,000,000 shares of Common Stock at an exercise price per share of 110% of the closing bid price of the Common Stock on the day prior to the Closing Date (the "Warrant" and together with the Redemption Warrant, the "Warrants"), (ii) $250,000 shares of Common Stock as determined by the closing bid price of the Common Stock on the day prior to the Closing Date (the "Buyer Shares") and made a cash payment to an affiliate of the Buyer of $80,000. In connection with the Securities Purchase Agreement, the Company and the Buyer also entered into an investor registration rights agreement pursuant to which the Company is obligated to file a registration statement with the SEC within 30 days after the Closing Date covering the resale of the shares of Common Stock issuable upon the conversion of the Debentures and the exercise of the Warrants (the "Registration Statement"). If the Registration Statement is not timely filed with, or deemed effective by, the SEC within 90 days after the Closing Date, the Company is obligated to pay the Buyer, as liquidated damages, an amount equal to 1% of the value of the Debentures outstanding in cash or in shares of Common Stock, at the Buyer's option, for each 30-day period following the date by which such Registration Statement should have been filed or deemed effective, as the case may be. The Company has granted a security interest in its assets to the Buyer to secure its obligations under the Debentures pursuant to a security agreement dated December 9, 2005. The issuances of securities described above were not registered under the Securities Act of 1933, as amended (the "Securities Act") and were made in reliance on an exemption from registration pursuant to Section 4(2) and Regulation D (Rule 506) under the Securities Act. HARBOR NOTES On December 9, 2005, the Company issued a convertible promissory note (the "Note") in the principal amount of $250,000 to Harbor Trust (the "Holder") which bears interest at the rate of 6% percent per year. All unpaid principal and interest under the Note will be due and payable on December 9, 2006. The Note is convertible, in whole or in part, at any time, into Common Stock at a conversion price of $1.00 per share, subject to certain limitations on conversion as set forth in the Note, including where the resulting number of shares converted on a cumulative basis, would exceed 19.99% of the total number of shares of Common Stock outstanding and, subject to a conversion price adjustment in the event the Company offers or sells an option to acquire Common Stock at a price per share less than the conversion price. On December 9, 2005, the Company issued an amended convertible promissory note (the "Amended Note") to the Holder which amends that certain convertible promissory note dated December 9, 2004 in the principal amount of $452,991.10 to lower the conversion price from $0.75 to $0.375 per share. The Amended Note bears interest at the rate of 10% per year through December 9, 2005 and 12% per year from December 9, 2005. All unpaid principal and interest under the Amended Note will be due and payable on July 3, 2006. The Amended Note is convertible, 2 in whole or in part, at any time, into Common Stock at the conversion price of $0.375 per share subject to certain limitations on conversion as set forth in the Note, including where the resulting number of shares converted, on a cumulative basis, would exceed 19.99% of the total number of shares of Common Stock outstanding. 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. 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 into this Item 2.03 by reference. ITEM 3.02. UNREGISTERED SALES OF EQUITY SECURITIES. The information reported in Item 1.01 is incorporated into this Item 3.02 by reference. Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (d) Exhibits Exhibit No. Description ----------- ----------- 4.1 Secured Convertible Debenture dated December 9, 2005 4.2 Warrant dated December 9, 2005 4.3 Form of Redemption Warrant 4.4 $250,000 Convertible Promissory Note dated December 9, 2005 4.5 $452,991.10 Amended Convertible Promissory Note dated December 9, 2004 10.1 Securities Purchase Agreement dated December 9, 2005 10.2 Side Letter dated December 9, 2005 10.3 Investor Registration Rights Agreement dated December 9, 2005 10.4 Security Agreement dated December 9, 2005 3 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: December 15, 2005 By: /s/ William H. Pursley -------------------------------------- William H. Pursley, Chairman and Chief Executive Officer 4

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): January 12, 2006

____________________

CepTor Corporation
(Exact Name of Registrant as Specified in Charter)


Delaware	333-105793	11-2897392
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

200 International Circle, Suite 5100, Hunt Valley, Maryland		21030
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (410) 527-9998

N/A

(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):

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01.

Other Events.

On January 17, 2006, CepTor Corporation (the “Company”) issued a press release announcing that on January 12, 2006 it submitted an Investigational New Drug Application to the United States Food and Drug Administration to gain permission to begin human trials in Duchenne Muscular Dystrophy patients with Myodur, the Company's muscle cell-targeted calpain inhibitor compound.

For additional information, reference is made to the press release attached hereto as Exhibit 99.1.

Item 9.01.		Financial Statements and Exhibits.
	(d) Exhibits
	Exhibit No.		Description
	99.1		Press release dated January 17, 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: January 17, 2006
	By:	/s/ Donald W. Fallon
		Donald W. Fallon, SVP, Finance and Administration, Secretary and Chief Financial Officer

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