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 26, 2010
Alfacell
Corporation
(Exact
name of registrant as specified in its charter)
0-11088
(Commission File
Number)
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Delaware
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22-2369085
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(State
or other jurisdiction of
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(I.R.S.
Employer Identification No.)
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incorporation)
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300
Atrium Drive, Somerset, NJ 08873
(Address
of principal executive offices, with zip code)
(732)
652-4525
(Registrant's
telephone number, including area code)
Not
Applicable
(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 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 Entry into a Material Definitive Agreement.
On
February 26, 2010, Alfacell Corporation (“Alfacell” or the “Company”) and the
required investors under each of the agreements relating to the Company’s
private placement which closed on October 19, 2009 (the “Private Placement”)
entered into (i) an amendment (the “Purchase Agreement Amendment”) to that
certain Securities Purchase Agreement dated as of October 19, 2009 by and among
the Company and the investors named therein (the “Purchase Agreement”), (ii) an
amendment (the “Note Amendment”) to each 5% Senior Secured Convertible
Promissory Note issued by the Company on October 19, 2009 to the holders thereof
(the “Notes”) and (iii) an amendment (the “Rights Agreement Amendment”) to that
certain Investor Rights Agreement dated as of October 19, 2009 by and between
the Company and the purchasers named therein (the “Rights
Agreement”).
The Purchase Agreement Amendment
provides that the deadline for the Company to distribute proxy statements to its
stockholders soliciting approval of an amendment to the Company’s certificate of
incorporation increasing the number of authorized shares of Common Stock (the
“Charter Amendment”) to reserve an sufficient number of shares of Common Stock
for issuance upon the conversion and exercise of the convertible notes and
warrants issued in the Private Placement (the “Shares”) has been extended to
April 1, 2010. The Note Amendment provides that the deadline for the
meeting of the stockholders in which they will consider approval of the Charter
Amendment has been extended to May 1, 2010. The Rights Agreement
Amendment provides that the deadline for the Company to file a registration
statement (the “Registration Statement”) registering the Shares has been
extended to May 1, 2010 (the “Filing Deadline”) and the deadline for when the
Registration Statement must be effective has been extended to the 90th day
following the Filing Deadline or the 120th day
following the Filing Deadline if the SEC reviews and has written
comments.
Additional information regarding the
Private Placement is set forth on a Form 8-K filed by the Company on October 20,
2009 and copies of the Purchase Agreement, the form of Note and the Rights
Agreement are attached as exhibits to such Form 8-K. In addition, the
descriptions of the Purchase Agreement Amendment, the Note Amendment and the
Rights Agreement Amendment (collectively, the "Amendments”) set forth above are
qualified in their entirety by reference to the actual terms of the Amendments,
which are attached hereto as Exhibits 10.1, 10.2 and 10.3 and are incorporated
herein by reference.
Item
9.01 Financial Statements and Exhibits
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Exhibit
Number
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Description
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10.1
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Amendment
to Securities Purchase Agreement by and among Alfacell Corporation and the
investors named therein dated February 26, 2010.
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10.2
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Amendment
to each 5% Senior Secured Convertible Promissory Note by and between
Alfacell Corporation and the holders thereof dated February 26,
2010.
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10.3
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Amendment
to Investor Rights Agreement by and among Alfacell Corporation and the
purchasers named therein dated February 26,
2010.
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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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ALFACELL
CORPORATION
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Date:
March 4, 2010
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By:
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/s/ Charles
Muniz |
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Charles
Muniz
President,
Chief Executive Officer and
Chief
Financial Officer
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