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))
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