DOR letter CTIC
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): January
17, 2007
Commission
File No. 000-16929
DOR
BIOPHARMA, INC.
(Exact
name of small business issuer as specified in its charter)
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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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1101
Brickell Ave., Suite 701 S
Miami,
FL
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33131
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(Address
of principal executive offices)
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(Zip
Code)
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(786)
425-3848
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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))
On
January 17, 2007, DOR BioPharma, Inc. (“DOR” or the “Company”) received an
unsolicited proposal from Cell Therapeutics, Inc. (Cell Therapeutics”, NASDAQ
“CTIC”) to acquire DOR. The proposal from Cell Therapeutics is subject to, among
other things, the completion of satisfactory due diligence regarding clinical,
regulatory, manufacturing and proprietary positioning for orBec®. Under the
proposed terms, Cell Therapeutics would issue the Company’s shareholders
29,000,000 shares of Cell Therapeutics’ common stock, representing 19.9% of Cell
Therapeutics outstanding shares of common stock. Warrant and option holders
would receive shares of Cell Therapeutics common stock in an amount determined
using the Black Scholes pricing model. Cell Therapeutics has reserved the right
to offer cash as consideration for the warrants instead of Cell Therapeutics
common stock. In addition, Cell Therapeutics is also offering the potential
for
an additional $15 million payment (in stock or cash at the Company’s option)
upon receipt of the approval of the U.S. Food & Drug Administration of the
Company’s new drug application for orBec®.
As
previously disclosed, on January 3, 2007, the Company entered into a non-binding
letter of intent (the “Letter of Intent”) with Sigma-Tau Pharmaceuticals, Inc.
(“Sigma-Tau”), which 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®, and potentially other Company programs until
March 1, 2007. Accordingly, absent express written permission from Sigma-Tau,
the Company’s board of directors cannot consider Cell Therapeutics’ merger
proposal at this time.
A
copy of
the Cell Therapeutics’ January 17, 2007 proposal is filed herewith as Exhibit
99.1 to this Current Report on Form 8-K.
Item
9.01 Financial
Statements and Exhibits
(c)
Exhibits:
10.1 January
17, 2007 letter from Cell Therapeutics, Inc. to DOR BioPharma, Inc.
99.1 Press
release issued by DOR BioPharma, Inc. on January 17, 2007.
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.
By:
/s/
Christopher J. Schaber
Name:
Christopher J. Schaber
Title:
Chief Executive Officer
Date:
January 17, 2007
EXHIBIT
INDEX
Exhibit
No. Description
10.1 January
17, 2007 letter from Cell Therapeutics, Inc. to DOR BioPharma, Inc.
99.1 Press
release issued by DOR BioPharma, Inc. on January 17,
2007.