8-K

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: February 26, 2010

Alfacell Corporation

(Exact name of registrant as specified in its charter)

0-11088

(Commission File Number)

Delaware	22-2369085
(State or other jurisdiction of	(I.R.S. Employer Identification No.)
incorporation)

300 Atrium Drive, Somerset, NJ 08873

(Address of principal executive offices, with zip code)

(732) 652-4525

(Registrant's telephone number, including area code)

Not Applicable

(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 February 26, 2010, Alfacell Corporation (“Alfacell” or the “Company”) and the required investors under each of the agreements relating to the Company’s private placement which closed on October 19, 2009 (the “Private Placement”) entered into (i) an amendment (the “Purchase Agreement Amendment”) to that certain Securities Purchase Agreement dated as of October 19, 2009 by and among the Company and the investors named therein (the “Purchase Agreement”), (ii) an amendment (the “Note Amendment”) to each 5% Senior Secured Convertible Promissory Note issued by the Company on October 19, 2009 to the holders thereof (the “Notes”) and (iii) an amendment (the “Rights Agreement Amendment”) to that certain Investor Rights Agreement dated as of October 19, 2009 by and between the Company and the purchasers named therein (the “Rights Agreement”).

The Purchase Agreement Amendment provides that the deadline for the Company to distribute proxy statements to its stockholders soliciting approval of an amendment to the Company’s certificate of incorporation increasing the number of authorized shares of Common Stock (the “Charter Amendment”) to reserve an sufficient number of shares of Common Stock for issuance upon the conversion and exercise of the convertible notes and warrants issued in the Private Placement (the “Shares”) has been extended to April 1, 2010.  The Note Amendment provides that the deadline for the meeting of the stockholders in which they will consider approval of the Charter Amendment has been extended to May 1, 2010.  The Rights Agreement Amendment provides that the deadline for the Company to file a registration statement (the “Registration Statement”) registering the Shares has been extended to May 1, 2010 (the “Filing Deadline”) and the deadline for when the Registration Statement must be effective has been extended to the 90th day following the Filing Deadline or the 120th day following the Filing Deadline if the SEC reviews and has written comments.

Additional information regarding the Private Placement is set forth on a Form 8-K filed by the Company on October 20, 2009 and copies of the Purchase Agreement, the form of Note and the Rights Agreement are attached as exhibits to such Form 8-K.  In addition, the descriptions of the Purchase Agreement Amendment, the Note Amendment and the Rights Agreement Amendment (collectively, the "Amendments”) set forth above are qualified in their entirety by reference to the actual terms of the Amendments, which are attached hereto as Exhibits 10.1, 10.2 and 10.3 and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit Number	Description
10.1	Amendment to Securities Purchase Agreement by and among Alfacell Corporation and the investors named therein dated February 26, 2010.
10.2	Amendment to each 5% Senior Secured Convertible Promissory Note by and between Alfacell Corporation and the holders thereof dated February 26, 2010.
10.3	Amendment to Investor Rights Agreement by and among Alfacell Corporation and the purchasers named therein dated February 26, 2010.

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.

	ALFACELL CORPORATION
Date: March 4, 2010	By:	/s/ Charles Muniz
		Charles Muniz President, Chief Executive Officer and Chief Financial Officer

EX-10.1

Exhibit 10.1

ALFACELL CORPORATION

AMENDMENT

TO SECURITIES PURCHASE AGREEMENT

February 26, 2010

This Amendment (this “Amendment”) to that certain Securities Purchase Agreement dated as of October 19, 2009 (the “Agreement”) by and among Alfacell Corporation, a Delaware corporation (the “Company”) and the investors identified on the signature pages thereto (the “Purchasers”).  Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement.

RECITALS

Whereas, the Company and the Purchasers wish to amend the Agreement to extend the deadline for which the Company shall seek stockholder approval for the Certificate of Amendment until April 1, 2010 in accordance with Section 10(g) of the Agreement.

AGREEMENT

Now, Therefore, in consideration of the foregoing, and the representations, warranties, covenants and conditions set forth below, the Company and the Purchasers, intending to be legally bound, hereby agree as follows:

I. AMENDMENT TO THE AGREEMENT.

Section 5(c) of the Agreement is hereby amended to read in its entirety as follows:

“(c).           Reservation of Shares.  The Company shall reserve out of its authorized and unissued Common Stock a number of shares of Common Stock equal to the numbers of shares issuable upon conversion of the Notes and exercise of the Warrants (the “Required Reserve Amount”) for issuance upon any such conversion or exercise.  If at any time while the Notes or Warrants remain outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve the Required Reserve Amount, then the Company shall use its best efforts to increase the Company’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for the Notes and Warrants then outstanding.  It is acknowledged by each Purchaser that (i) the Company will not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve the Required Reserve Amount as of the Closing Date and (ii) the Company will be required to obtain a vote of its stockholders holding a majority of its outstanding Common Stock to approve an amendment to its certificate of incorporation (the “Certificate of Amendment”) to increase its authorized Common Stock.  It is understood and agreed that the Company will seek, through the distribution of proxies, stockholder approval of the Certificate of Amendment on or prior to April 1, 2010.  It is hereby agreed to by each Purchaser that in connection with such stockholder approval, each such Purchaser shall (i) take all reasonable actions and use its best efforts to cause the Company to hold a meeting of its stockholders to approve the Certificate of Amendment, including causing the Purchaser’s Board Designee (as defined below), as applicable, to recommend that the Company’s stockholders approve the Certificate of Amendment and (ii) cause all shares owned by such Purchaser, including shares owned by such Purchaser’s affiliates, representatives and family members, to be voted in favor of the Certificate of Amendment.”

II. GENERAL.

A.           Except as effected by this Amendment, the terms and provisions of the Agreement shall remain unchanged and in full force and effect.

B.           This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

C.           This Amendment shall be governed by and construed under the laws of the State of New York as applied to agreements among New York residents, made and to be performed entirely within the State of New York, without giving effect to conflicts of laws principles.

D.           The titles and subtitles used in this Amendment are used for convenience only and are not to be considered in construing or interpreting this Amendment.

[SIGNATURE PAGES FOLLOW]

The parties have executed this Amendment as of the date first written above.

ALFACELL CORPORATION

By:       /s/ Charles Muniz

Name:  Charles Muniz

Title:    President, Chief Executive Officer and Chief Financial Officer

The parties have executed this Amendment as of the date first written above

PURCHASERS:
/s/ Charles Muniz	___________________________________
Charles Muniz	Colleen A. Lowe
EUROPA INTERNATIONAL, INC.	___________________________________
	Corinne M. Poquette
By:      /s/ Fred Knoll Name: Fred Knoll Title:   Knoll Capital Management, Investment Manager for Europa International, Inc.	___________________________________ David J. McCash
UNILAB LP
By:____________________________________ Name: F. Patrick Ostronic Title: Director, Unilab GP Inc., General Partner for Unilab LP
MARY M. MCCASH TRUST DECLARATION DECLARED OCTOBER 20, 2008
By:____________________________________ Name: Mary M. McCash Title: Trustee
THE MICHAEL J. MCCASH LIVING TRUST
By:____________________________________ Name: Michael J. McCash Title: Trustee and Grantor

EX-10.2

Exhibit 10.2

ALFACELL CORPORATION

AMENDMENT

TO EACH

5% SENIOR SECURED CONVERTIBLE PROMISSORY NOTE

February 26, 2010

This Amendment (this “Amendment”) to each 5% Senior Secured Convertible Promissory Note (each a “Note” and collectively, the “Notes”) issued by Alfacell Corporation, a Delaware corporation (the “Company”) pursuant to that certain Securities Purchase Agreement dated as of October 19, 2009, to the holders thereof (collectively, the “Holders”), is made and entered into as of February 26, 2010, by and among the Company and the Holders.  Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Notes.

RECITALS

Whereas, the Company and the Holders wish to amend the Notes to extend the Meeting Deadline to May 1, 2010 in accordance with Section 5 of each Note.

AGREEMENT

Now, Therefore, in consideration of the foregoing, and the representations, warranties, covenants and conditions set forth below, the Company and each Holder, intending to be legally bound, hereby agree as follows:

I. AMENDMENT TO THE NOTES.

Section 2(A)(vii) of each Note is hereby amended to read in its entirety as follows:

“(vii).           Stockholder Approval.  The Company shall (a) provide each stockholder entitled to vote at the next meeting of stockholders of the Company, which meeting shall occur on or before May 1, 2010 (the “Meeting Deadline”), a proxy statement, soliciting each stockholder’s affirmative vote at such meeting for approval of an increase in the number of authorized shares of common stock of the Company from 100,000,000 to at least 130,593,678 (such affirmative vote being referred to as the “Stockholder Approval”), (b) use its best efforts to obtain the Stockholder Approval no later than the Meeting Deadline, and (c) within 2 business days following receipt of the Stockholder Approval, cause an amendment to its Certificate of Incorporation reflecting the approved increase in the authorized shares of Common Stock (such amendment, the “Certificate of Amendment”) to be filed with the Secretary of State of the State of Delaware; provided that the above stated obligations shall be subject to and conditioned upon the Payee’s compliance with the covenants set forth in Section 5(c) of the Securities Purchase Agreement.”

II. GENERAL.

A.           Except as effected by this Amendment, the terms and provisions of the Notes shall remain unchanged and in full force and effect.

B.           This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

C.           This Amendment shall be governed by and construed under the laws of the State of New York as applied to agreements among New York residents, made and to be performed entirely within the State of New York, without giving effect to conflicts of laws principles.

D.           The titles and subtitles used in this Amendment are used for convenience only and are not to be considered in construing or interpreting this Amendment.

[SIGNATURE PAGES FOLLOW]

The parties have executed this Amendment as of the date first written above.

ALFACELL CORPORATION

By:        /s/ Charles Muniz

Name:   Charles Muniz

Title:     President, Chief Executive Officer and Chief Financial Officer

The parties have executed this Amendment as of the date first written above

PURCHASERS:
/s/ Charles Muniz	___________________________________
Charles Muniz	Colleen A. Lowe
EUROPA INTERNATIONAL, INC.	___________________________________
	Corinne M. Poquette
By:  /s/ Fred Knoll Name: Fred Knoll Title: Knoll Capital Management, Investment Manager for Europa International, Inc.	___________________________________ David J. McCash
UNILAB LP
By:____________________________________ Name: F. Patrick Ostronic Title: Director, Unilab GP Inc., General Partner for Unilab LP
MARY M. MCCASH TRUST DECLARATION DECLARED OCTOBER 20, 2008
By:____________________________________ Name: Mary M. McCash Title: Trustee
THE MICHAEL J. MCCASH LIVING TRUST
By:____________________________________ Name: Michael J. McCash Title: Trustee and Grantor

EX-10.3

Exhibit 10.3

ALFACELL CORPORATION

AMENDMENT

TO INVESTOR RIGHTS AGREEMENT

February 26, 2010

This Amendment (this “Amendment”) to that certain Investor Rights Agreement dated as of October 19, 2009 (the “Agreement”) by and among Alfacell Corporation, a Delaware corporation (the “Company”) and the Purchasers.  Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement.

RECITALS

Whereas, the Company and the Purchasers wish to amend the Agreement to extend the Filing Deadline and Effectiveness Deadline in accordance with Section 6(f) of the Agreement.

AGREEMENT

Now, Therefore, in consideration of the foregoing, and the representations, warranties, covenants and conditions set forth below, the Company and the Purchasers, intending to be legally bound, hereby agree as follows:

I. AMENDMENTS TO THE AGREEMENT.

A.           The definition of “Effectiveness Deadline” in Section 1 of the Agreement is hereby amended to read in its entirety as follows:

“Effectiveness Deadline” means, with respect to the Initial Registration Statement or the New Registration Statement, the ninetieth (90th) calendar day (or, in the event the Commission reviews and has written comments to the Initial Registration Statement or the New Registration Statement, the one hundred twentieth (120th) calendar day following Filing Deadline); provided, however, that if the Company is notified by the Commission that the Initial Registration Statement or the New Registration Statement will not be reviewed or is no longer subject to further review and comments, the Effectiveness Deadline as to such Registration Statement shall be the fifth (5th) Trading Day following the date on which the Company is so notified if such date precedes the dates otherwise required above; provided, further, that if the Effectiveness Deadline falls on a Saturday, Sunday or other day that the Commission is closed for business, the Effectiveness Deadline shall be extended to the next Business Day on which the Commission is open for business.  With respect to any Remainder Registration Statement, the Effectiveness Deadline shall be the 90th calendar day following the date that the Company is eligible to file such Remainder Registration Statement pursuant to SEC Guidance (or, in the event the Commission reviews and has written comments to the Remainder Registration Statement, the 120th calendar day following the date that the Company is eligible to file such Remainder Registration Statement pursuant to SEC Guidance); provided, however, that if the Company is notified by the Commission that the Remainder Registration Statement will not be reviewed or is no longer subject to further review and comments, the Effectiveness Deadline as to such Remainder Registration Statement shall be the fifth (5th) Trading Day following the date on which the Company is so notified if such date precedes the dates otherwise required above; provided, further, that if the Effectiveness Deadline falls on a Saturday, Sunday or other day that the Commission is closed for business, the Effectiveness Deadline shall be extended to the next Business Day on which the Commission is open for business.”

B.           The definition of “Filing Deadline” in Section 1 of the Agreement is hereby amended to read in its entirety as follows:

“Filing Deadline” means, with respect to the Initial Registration Statement required to be filed pursuant to Section 2(a), May 1, 2010.  With respect to any Remainder Registration Statement, the Filing Deadline shall be the 30th calendar day following the date that the Company is eligible to file such Remainder Registration Statement pursuant to SEC Guidance, provided, however, that if the Filing Deadline falls on a Saturday, Sunday or other day that the Commission is closed for business, the Filing Deadline shall be extended to the next business day on which the Commission is open for business.”

II. GENERAL.

A.           Except as effected by this Amendment, the terms and provisions of the Agreement shall remain unchanged and in full force and effect.

B.           This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

C.           This Amendment shall be governed by and construed under the laws of the State of New York as applied to agreements among New York residents, made and to be performed entirely within the State of New York, without giving effect to conflicts of laws principles.

D.           The titles and subtitles used in this Amendment are used for convenience only and are not to be considered in construing or interpreting this Amendment.

[SIGNATURE PAGES FOLLOW]

The parties have executed this Amendment as of the date first written above.

ALFACELL CORPORATION

By:       /s/ Charles Muniz

Name:  Charles Muniz

Title:    President, Chief Executive Officer and Chief Financial Officer

The parties have executed this Amendment as of the date first written above

PURCHASERS:
/s/ Charles Muniz	___________________________________
Charles Muniz	Colleen A. Lowe
EUROPA INTERNATIONAL, INC.	___________________________________
	Corinne M. Poquette
By: /s/ Fred Knoll Name: Fred Knoll Title: Knoll Capital Management, Investment Manager for Europa International, Inc.	___________________________________ David J. McCash
UNILAB LP
By:____________________________________ Name: F. Patrick Ostronic Title: Director, Unilab GP Inc., General Partner for Unilab LP
MARY M. MCCASH TRUST DECLARATION DECLARED OCTOBER 20, 2008
By:____________________________________ Name: Mary M. McCash Title: Trustee
THE MICHAEL J. MCCASH LIVING TRUST
By:____________________________________ Name: Michael J. McCash Title: Trustee and Grantor