UNITED STATES SECURITIES AND EXCHANGE COMMISSION ~~WASHINGTON~~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): June 29, 2006 -------------------- CEPTOR CORPORATION ------------------ (Exact Name of Registrant as Specified in Charter) DELAWARE 333-105793 11-2897392 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification NoD.) 200 International Circle, Suite 5100, Hunt Valley, Maryland 21030 -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (410) 527-9998 -------------- N/A ------------------------------------------------------------- (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 AC.2. ~~below):~~20549 ~~|_| 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 MATERIAL DEFINITIVE AGREEMENT. On June 29, 2006, we entered into an assignment agreement (the "Assignment Agreement") by and between The Longview Fund, LP, Alpha Capital Aktiengesellschaft, Ellis International Ltd. and Momona Capital Corp. (each an "Assignee") which provides for, among other things, the assignment of the unpaid and unconverted amounts outstanding under each of our 8% secured convertible debentures, each in the principal amount of $1,000,000, issued to Cornell Capital Partners, LP ("Cornell) on December 9, 2005 ("December 9 Debenture") and December 28, 2005 ("December 28 Debenture" and together with the December 9 Debenture, the "Debentures"), to the Assignees in the amounts listed in the Schedule to the Assignment Agreement. The principal amount of $700,000 and $1,000,000 remain unpaid and unconverted under the December 9 Debenture and the December 28 Debenture, respectively. The aggregate purchase price paid by the Assignees is $1,914,181, of which $1,700,000 is being paid as principal, $136,000 represents the redemption premium and $78,181 represents accrued interest. The Assignment Agreement requires that we file a post-effective amendment to Registration Statement No. 333-130746 in order to add the Assignees as selling shareholders of shares issuable upon the conversion of the Debentures. We described the material terms and conditions of the Debentures in our Current Report on Form 8-K, dated December 9, 2005 and filed with the SEC on December 15, 2005, as amended by our Current Report on Form 8-K/A, dated December 9, 2005 and filed with the SEC on January 6, 2006. We have reissued the Debentures to each of the Assignees in proportion to their assignment from Cornell. All of such terms and conditions remain unchanged in the Debentures except that the Assignment Agreement provides that we no longer have the right to redeem the Debentures, in whole or in part. We have granted a security interest in all of our assets to Cornell to secure our obligations under the Debentures, which security interest will be transferred to the Assignees pursuant to the Assignment Agreement. The description of the Debentures and the Assignment Agreement are qualified in their entirety by the full text of those documents that have been filed as Exhibits to this Current Report on Form 8-K. ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT The information reported in Item 1.01 is incorporated by reference into this Item 2.03. ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES Pursuant to the Assignment Agreement, on June 29, 2006, we issued to Cornell in consideration of its agreement to assign the Debentures to the Assignees, a three-year warrant to purchase 5,000,000 shares of our common stock at an exercise price of $0.25 per share, subject to an exercise price adjustment in the event we issue or sell any shares of common stock, any option or warrant to purchase common stock, or other securities convertible into shares of our common stock, at an exercise or conversion price less than $0.25 per share, and further subject to certain limitations (which can be waived by Cornell upon 65 days notice) on exercise where the resulting number of shares issuable upon exercise on a cumulative basis would exceed 4.99% of the total number of shares of common stock outstanding. The Warrant also provides for cashless exercise at Cornell's option if there is not an effective registration statement covering the shares issuable upon exercise of the Warrant at the time of exercise. The description of the Warrant is qualified in its entirety by the full text of the Warrant which has been filed as an Exhibit to this Current Report on Form 8-K. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (d) Exhibits Exhibit No. Description ----------- ----------- 4.1 Secured Convertible Debenture dated December 9, 2005 (incorporated herein by reference to Exhibit 4.1 to our Current Report on Form 8-K, dated December 9, 2005) 4.2 Secured Convertible Debenture dated December 28, 2005 (incorporated herein by reference to Exhibit 4.1 to our Current Report on Form 8-K/A, dated December 9, 2005) 4.3 Assignment Agreement, dated June 29, 2006 4.4 Secured Convertible Debenture with Longview Fund, LP, dated June 29, 2006 4.5 Secured Convertible Debenture with Longview Fund, LP, dated June 29, 2006 4.6 Secured Convertible Debenture with Alpha Capital, Aktiengesellschaft, dated June 29, 2006 4.7 Secured Convertible Debenture with Ellis International Ltd., dated June 29, 2006 4.8 Secured Convertible Debenture with Momona Capital, dated June 29, 2006 4.9 Warrant, dated June 29, 2006 2 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. CEPTOR CORPORATION Date: July 6, 2006 By: /s/ William H. Pursley ------------------------------------ William H. Pursley Chairman and Chief Executive Officer Exhibit Index ------------- 4.1 Secured Convertible Debenture dated December 9, 2005 (incorporated herein by reference to Exhibit 4.1 to our Current Report on Form 8-K, dated December 9, 2005) 4.2 Secured Convertible Debenture dated December 28, 2005 (incorporated herein by reference to Exhibit 4.1 to our Current Report on Form 8-K/A, dated December 9, 2005) 4.3 Assignment Agreement, dated June 29, 2006 4.4 Secured Convertible Debenture with Longview Fund, LP, dated June 29, 2006 4.5 Secured Convertible Debenture with Longview Fund, LP, dated June 29, 2006 4.6 Secured Convertible Debenture with Alpha Capital, Aktiengesellschaft, dated June 29, 2006 4.7 Secured Convertible Debenture with Ellis International Ltd., dated June 29, 2006 4.8 Secured Convertible Debenture with Momona Capital, dated June 29, 2006 4.9 Warrant, dated June 29, 2006

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 1, 2007

CepTor Corporation
(Exact name of registrant as specified in its charter)


Delaware	333-105793	11-2897392
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)


462 Seventh Avenue, Suite 1200, New York, New York		10018
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (212) 629-0804

200 International Circle, Suite 5100, Hunt Valley, Maryland 21030

(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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 4.01 CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT

On February 1, 2007, the Board of Directors of CepTor Corporation (the “Company”) approved, subject to execution of a definitive engagement letter, the retention of Bernstein & Pinchuk, LLP, certified public accountants (the “Accountant”) to serve as its independent registered public accounting firm. The Accountant replaces Marcum & Kliegman LLP (“M&K”), which was dismissed by the Company, upon the approval of its Board of Directors, as its independent registered public accounting firm as of February 1, 2007.

During the term of M&K’s engagement and through the date of this Report, there have been no disagreements between the Company and M&K on any matter of accounting principles or practices, financial statement disclosures, or auditing scope or procedure, which, if not resolved to the satisfaction of M&K, would have caused M&K to make reference to the subject matter in connection with their report on the Company’s financial statements for the years ended December 31, 2004 and 2005. In addition, except as set forth below, there were no reportable events, as listed in Item 304(a)(1)(iv) of Regulation S-B.

During the last two completed fiscal years and the subsequent interim periods, neither the Company nor anyone on its behalf has consulted the Accountant regarding (i) either: the application of accounting principles to a specific completed or contemplated transaction, or the type of audit opinion that might be rendered on the Company’s financial statements; as such, no written or oral advice was provided, and none was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issues; or (ii) any matter that was a subject of a disagreement or reportable event with M&K, as there were none.

M&K’s report on the financial statement of the Company for the year ended December 31, 2005 was qualified by uncertainty concerning the substantial doubt as to the Company’s ability to continue as a going concern.

M&K, prior to its dismissal, advised the Company that information came to its attention that if further investigated might cause it to conclude that an amendment and/or restatement of its June 30, 2006 financial statements may be required. Specifically, a question has arisen as to the Company’s triggering of certain cross default provisions on its debt instruments by failing to repay a note which matured in July 2006. If it is determined that such default had not been waived, the Company may be required to present substantially all of its debt obligations as current liabilities in its June 30, 2006 balance sheet and make certain related disclosures. In addition, the Company was in the process of responding to an SEC comment letter dated November 20, 2006 which response was not yet finalized at the time of M&K’s dismissal. M&K advised the Company that due to its dismissal, it did not have the opportunity to evaluate the SEC’s comments and was therefore unable to conclude as to whether any such comments contained in the letter could have an impact on previously reported financial statements or financial statements of any interim periods preceding the date of M&K’s dismissal.

M&K also previously advised the Company that it identified certain matters that it believes constitute material weaknesses in its internal controls over its financial reporting. One such material weakness relates to the Company’s ability to ensure that its accounting for equity based transactions was accurate and complete. In addition, M&K advised the Company that its finance department was understaffed and therefore lacked segregation of duties.

The Company provided M&K with a copy of this disclosure on February 7, 2007, providing M&K with the opportunity to furnish the Company with a letter addressed to the Securities and Exchange Commission containing any new information, clarification of the Company’s expression of its views, or the respect in which M&K does not agree with the statements contained herein.

Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits


Exhibit No.		Description
16		Letter from Marcum & Kliegman LLP dated February 7, 2007

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.

CEPTOR CORPORATION

Date: February 7, 2007

By: /s/ Howard Becker
Howard Becker,
Chief Executive Officer

EXHIBIT INDEX


Exhibit No.		Description
16		Letter from Marcum & Kliegman LLP dated February 7, 2007

Filing Compare · CepTor CORP