-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, R/6eXlq9N/zjeVxO1mqDH24BhBWwLyQB5U5K8AocGcOwuQWx1XgZ3UR4rl4snYr7 U5U/7/UV66ZD8ci/7DCBMA== 0000812796-05-000003.txt : 20050209 0000812796-05-000003.hdr.sgml : 20050209 20050209171218 ACCESSION NUMBER: 0000812796-05-000003 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20050209 ITEM INFORMATION: Other Events FILED AS OF DATE: 20050209 DATE AS OF CHANGE: 20050209 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DOR BIOPHARMA INC CENTRAL INDEX KEY: 0000812796 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 411505029 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-16929 FILM NUMBER: 05589619 BUSINESS ADDRESS: STREET 1: 1691 MICHIGAN AVE. STREET 2: SUITE 435 CITY: MIAMI STATE: FL ZIP: 33139 BUSINESS PHONE: 305-534-3383 MAIL ADDRESS: STREET 1: 1691 MICHIGAN AVE. STREET 2: SUITE 435 CITY: MIAMI STATE: FL ZIP: 33139 FORMER COMPANY: FORMER CONFORMED NAME: ENDOREX CORP DATE OF NAME CHANGE: 19960916 FORMER COMPANY: FORMER CONFORMED NAME: IMMUNOTHERAPEUTICS INC DATE OF NAME CHANGE: 19920703 8-K 1 dorpipeclose.htm DOR PIPE CLOSING -02-09-2005 DOR Pipe Closing -02-09-2005

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 9, 2005    


DOR BioPharma, Inc.
(Exact Name of Registrant as Specified in Charter)


Delaware
1-14778
41-1505029
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
 
 Lincoln Building, 1691 Michigan Avenue Miami, FL 33139       
                                                          (Address of Principal Executive Offices)  (Zip Code)


Registrant’s telephone number, including area code (305) 534-3383
 
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 8.01.  
Other Events.

On February 9, 2005, DOR BioPharma, Inc. (the “Company”) completed the issuance and sale of an aggregate of 8,396,100 shares of its common stock at a purchase price of $0.45 per share in a private placement to institutional and other accredited investors. The investors also received warrants to purchase an aggregate of 6,297,075 shares of the Company’s common stock at an exercise price of $0.505. The warrants will be exercisable for a period of five years commencing on August 8, 2005. The expiration date of the warrants will be accelerated in the event that the Company’s common stock trades in excess of 300% of $0.505 for any 20 trading days during any 30 consecutive trading day period.

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 March 11, 2005.




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.

                                 DOR BIOPHARMA, INC.
                  By: /s/ Mike Sember  
          Name: Mike Sember   
                          Title: Chief Executive Officer

 


 
Dated: February 9, 2005


   


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