sigmatauloi8k.htm
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): November
26, 2008
Commission
File No. 000-16929
DOR
BIOPHARMA, INC.
(Exact
name of small business issuer as specified in its charter)
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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850
Bear Tavern Road,
Suite
201
Ewing,
NJ
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08628
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(Address
of principal executive offices)
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(Zip
Code)
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(609)
538-8200
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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
1.01
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Entry
into a Material Definitive
Agreement.
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On
November 26, 2008, DOR BioPharma, Inc. (the “Company”) entered into a letter of
intent (the “Letter of Intent”) with Sigma-Tau Pharmaceuticals, Inc.
(“Sigma-Tau”), which, among other things, grants Sigma-Tau an
exclusive right to negotiate terms and conditions for a possible business
transaction or strategic alliance regarding the Company’s lead product, orBec®
(oral beclomethasone dipropionate), and potentially other Company biotherapeutic
pipeline compounds until March 1, 2009. In consideration for entering into the
Letter of Intent, Sigma-Tau has agreed to purchase $1.5 million of the Company’s
common stock, par value $0.001 per share (“Common Stock”), at the market price
of $0.09 per share, representing 16,666,667 shares of common stock. The $1.5
million contribution we received will be considered an advance payment to be
deducted from future payments due to the Company by Sigma-Tau pursuant to any
future orBec® commercialization arrangement reached between the two
parties.
The
closing of the transaction relating to a business transaction or strategic
alliance regarding the Company’s lead product, orBec® (oral beclomethasone
dipropionate), and potentially other Company biotherapeutic pipeline compounds
is subject to execution of definitive agreements between the parties, containing
such representations, warranties, covenants, conditions, indemnities and
limitations as are customary in a transaction of this kind. The Company has
granted Sigma-Tau demand and piggy-back registration rights with regard to the
shares issued to Sigma-Tau.
The
foregoing description of the Letter of Intent does not purport to be complete
and is qualified in its entirety by reference to the Letter of Intent attached
hereto as Exhibit 10.1, which is incorporated herein by reference.
Item
3.02
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Unregistered
Sales of Equity Securities.
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Under the
terms of Letter of Intent described in Item 1.01 of this Form 8-K, the Company
has agreed to issue 16,666,667 shares of Common Stock to Sigma-Tau, for gross
proceeds of $1.5 million. The Company has issued demand and piggy-back
registration rights to Sigma Tau in connection with this
investment. Such securities will be 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
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
No. Title
10.1
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Letter
of Intent dated November 26, 2008 by and between DOR BioPharma, Inc. and
Sigma-Tau Pharmaceuticals, Inc.
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99.1
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Press
release issued by DOR BioPharma, Inc. on December 1,
2008.
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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.
December 1,
2008
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by:
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/s/ Christopher J.
Schaber
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Christopher
J. Schaber, Ph.D.
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President
and Chief Executive Officer
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(Principal
Executive Officer)
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EXHIBIT
INDEX
Exhibit
No. Description
10.1
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Letter
of Intent dated November 26, 2008 by and between DOR BioPharma, Inc. and
Sigma-Tau Pharmaceuticals, Inc.
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99.1
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Press
release issued by DOR BioPharma, Inc. on December 1,
2008.
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