DOR PIPE CLOSE APRIL 2006
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 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): April
10, 2006
Commission
File No. 1-14778
DOR
BIOPHARMA, INC.
(Exact
name of small business issuer as specified in its charter)
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DELAWARE
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41-1505029
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(State
or other jurisdiction of incorporation or organization)
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(I.R.S.
Employer Identification Number)
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| |
|
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1691
Michigan Ave., Suite 435
Miami,
FL
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33139
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(Address
of principal executive offices)
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(Zip
Code)
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(305)
534-3383
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(Issuer’s
telephone number, including area code)
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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
3.02. Unregistered Sales of Equity Securities.
Under
the
terms of a Securities Purchase Agreement (the "Securities Purchase Agreement")
dated April 6, 2006 among DOR BioPharma, Inc. (the “Company”) and the
institutional
and other accredited investors named
therein (the “Investors”), the Company has agreed to issue 13,099,964 shares of
the Company’s common stock, par value $0.001 per share (“Common Stock”) to the
Investors, for aggregate gross proceeds of $3,630,000, and warrants (the
"Warrants"), exercisable for three years, to purchase an aggregate of 13,099,964
shares of the Company’s Common Stock at an exercise price of $0.45 per share.
Such securities were issued pursuant to an exemption provided by Section 4(2)
of
the Securities Act of 1933, as amended, and Rule 506 of Regulation D promulgated
thereunder.
The
net
proceeds from the sale of the securities will be used for working capital and
general corporate purposes.
Item
8.01. Other
Events.
On
April
10, 2006, the
Company completed
the issuance and sale of an
aggregate of 13,099,964
shares of Common Stock at a purchase price of $0.2771 per share in a private
placement to the Investors pursuant to the Securities Purchase Agreement. The
Investors also received the Warrants to purchase an aggregate of 13,099,964
shares of the Company’s Common Stock at an exercise price of $0.45 per share.
The Warrants will be exercisable for a period of three years commencing on
April
10, 2006. The expiration date of the Warrants will be accelerated if (i) the
volume weighted average share price per share of the Common Stock exceeds $1.69
for 20 consecutive Trading Days (as defined in the Securities Purchase
Agreement); (ii) the Warrant Shares (as defined in the Warrants) are either
registered for resale pursuant to an effective registration statement or freely
transferable without volume restrictions pursuant to Rule 144(k) promulgated
under the Securities Act of 1933, during such twenty (20) Trading Day period
through the expiration of the Call Date (as defined in the Warrants); and (iii)
the Company has complied with its obligations under the Warrants and the
Securities Purchase Agreement, and the Common Stock is at all times listed
on
the AMEX, the New York Stock Exchange, the Nasdaq National Market, the Nasdaq
Capital Market or the OTC Bulletin Board.
Pursuant
to a Registration Rights Agreement dated April 6, 2006, the Company has agreed
to file a registration statement with the Securities and Exchange Commission
in
order to register the resale of the shares sold in the placement and the shares
of Common Stock issuable upon exercise of the Warrants by no later than May
10,
2006.
A
complete copy of each of the Securities Purchase Agreement, the form of Warrant
and the Registration Rights Agreement were filed as exhibits to the Company's
Current Report on Form 8-K dated April 6, 2006, and are incorporated by
reference herein. The description of the investment in this report is qualified
in its entirety by reference to the Securities Purchase Agreement and such
other
exhibits.
Item
9.01. Financial
Statements and Exhibits.
(d)
Exhibits.
Exhibit
No. Title
10.1
Securities
Purchase Agreement dated April 6, 2006 among the Company and the
Investors.(1)
10.2 Form
of
Common Stock Purchase Warrant.(1)
10.3 Registration
Rights Agreement dated April 6, 2006 among the Company and the
Investors.(1)
________________
(1) Previously
filed as an Exhibit to the Company’s Current Report on Form 8-K dated April 6,
2006, and incorporated herein by reference.
SIGNATURE
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.
DOR
BIOPHARMA, INC.
By:
/s/
Michael T.
Sember
Name:
Michael T. Sember
Title:
President and Chief Executive Officer
Date:
April 10, 2006