UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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): October 5,
2009
MEDASORB
TECHNOLOGIES CORPORATION
(Exact
name of registrant as specified in its charter)
Nevada
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000-51038
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98-0373793
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification Number)
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7
Deer Park Drive, Suite K
Monmouth
Junction, New Jersey 08852
(Address
of principal executive office) (Zip Code)
(732)
329-8885
Registrant’s
telephone number, including area code:
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):
o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13c-4(c))
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Item
3.02 Unregistered Sales of Equity Securities.
On
October 5, 2009, certain investors exercised warrants to purchase an aggregate
of 13,357.52 shares of our Series B Convertible Preferred stock at a purchase
price of $100.00 per share. The warrants were issued in a private placement to
purchasers of Series B Convertible Preferred Shares in June 2008 and had an
expiration date of September 25, 2009 (the “Series B Warrants”). We
voluntarily extended the expiration date on the Series B Warrants in order to
offer all warrantholders an additional warrant as an incentive for exercising
their Series B Warrant. In the aggregate, the investors that
exercised the Series B Warrants will receive warrants to purchase up to
12,483,664 shares of Common Stock with an exercise price of $0.107 per share of
Common Stock (which was the 5 day Volume Weighed Average Price when authorized
by the Board of Directors) and an expiration date one-year after the date of
issuance. Series B Warrants that were not exercised by October 5,
2009 have expired. As a result of the exercise of the warrants, the
Company received net cash proceeds of $1,307,132. An additional
$28,620 of Series B Convertible Preferred Shares were issued to Company
attorneys in lieu of cash for payment for legal fees.
The
Company claims an exemption from the registration requirements of the Act for
the issuance of common stock underlying the warrants pursuant to
Section 4(2) of the Act and/or Regulation D promulgated thereunder
because, among other things, the transaction did not involve a public offering,
the investors were accredited investors and/or qualified institutional buyers,
the investors had access to information about the Company and their investment,
the investors took the securities for investment and not resale, and the Company
took appropriate measures to restrict the transfer of the
securities.
Item
7.01 Regulation FD Disclosure.
A press
release dated October 9, 2009 announcing the exercise of the warrants and the
issuance of the Company’s common stock is filed as Exhibit 99.1 hereto and
is incorporated herein by reference.
The
information in this Form 8-K (including Exhibit 99.1) shall not be deemed
“filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the
“Exchange Act”) or otherwise subject to the liabilities of that section, nor
shall it be deemed incorporated by reference in any filing under the Securities
Act of 1933 or the Exchange Act, except as expressly set forth by specific
reference in such a filing.
Item
9.01 Financial Statement and Exhibits.
(a)
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Financial
Statements of Business Acquired.
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Not
applicable.
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(b)
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Pro
Forma Financial Information.
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Not
applicable.
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(c)
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Shell
company transactions.
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None.
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(d)
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Exhibits.
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99.1
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Press Release dated October 9,
2009.
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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.
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Medasorb
Technologies Corporation
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By:
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/s/ David
Lamadrid
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Name:
David Lamadrid
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Title:
Chief Financial Officer
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Dated:
October 9, 2009