EXHIBIT 99.02
FOR IMMEDIATE RELEASE
CONTACTS:
CEPTOR CORPORATION WOLFE AXELROD WEINBERGER ASSOC. LLC
Donald W. Fallon, (410) 527-9998 Donald C. Weinberger, (212) 370-4500
Fax (410) 527-9867 Fax (212) 370-4505
dfallon@ceptorcorp.com don@wolfeaxelrod.com
CEPTOR REDEEMS 2.9 MILLION SHARES FROM XECHEM
- CANCELLED SHARES REPRESENT 24% ACCRETION TO CEPTOR SHAREHOLDERS -
HUNT VALLEY, MD - JUNE 20, 2005 - CEPTOR CORPORATION, INC. (OTC BB: CEPO) today
announced that it has redeemed 85% of the shares held by Xechem International,
Inc. which will subsequently be cancelled, representing, on an issued and
outstanding basis, an anti-dilution of approximately 24%. CepTor purchased
2,886,563 shares of CepTor stock from Xechem for cash at a discount to market.
The Agreement cancels any obligations by CepTor to use proceeds from future
financings to redeem Ceptor shares held by Xechem. As part of the Agreement,
William Pursley, Chairman and CEO of CepTor, surrendered 43,000,000 personally
owned options to purchase Xechem shares at $0.0025 per share. Xechem will retain
just 500,000 restricted shares of CepTor stock, representing about 4% of CepTor
shares outstanding, that can only be sold under Rule 144 volume restrictions.
Regarding the transaction, Mr. Pursley stated, "This represents a very healthy
long-term move for the Company. We believe our current and future shareholders
will benefit in many ways: shareholders enjoy an immediate 24% accretion on
their ownership positions; the elimination of nearly a 3.4 million share
overhang held by a non-strategic owner provides stability; it terminates over
$700,000 of redemption obligations the Company had with Xechem related to future
financings; and it eliminates a reportable beneficial owner.
"As far as the return of my own options to Xechem," Pursley continued, "it
reveals my willingness to put CepTor's best interests before my own and should
be viewed as an indication of my confidence in CepTor's current and future
prospects."
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ABOUT CEPTOR
CEPTOR CORPORATION is a development-stage biopharmaceutical company engaged in
the discovery, development, and commercialization of proprietary, cell-targeted
therapeutic products for the treatment of neuromuscular and neurodegenerative
diseases with a focus on orphan diseases. The Company's mission is to increase
the quality and quantity of life of people suffering with these diseases. An
orphan disease is defined in the United States as a serious or life-threatening
disease that affects less than 200,000 people and for which no definitive
therapy currently exists. CepTor Corporation seeks to create an efficient orphan
drug platform by taking advantage of the legislative, regulatory and commercial
opportunities common to these rare diseases. CepTor's primary efforts are
currently being focused on moving its lead product, MYODUR, into phase I/II
clinical trials for Duchenne's muscular dystrophy. The Company's broad platform
technology also includes the development of products for multiple sclerosis,
retinal degeneration and epilepsy.
THIS NEWS RELEASE CONTAINS FORWARD-LOOKING STATEMENTS. SUCH STATEMENTS ARE VALID
ONLY AS OF TODAY, AND WE DISCLAIM ANY OBLIGATION TO UPDATE THIS INFORMATION.
THESE STATEMENTS ARE SUBJECT TO KNOWN AND UNKNOWN RISKS AND UNCERTAINTIES THAT
MAY CAUSE ACTUAL FUTURE EXPERIENCE AND RESULTS TO DIFFER MATERIALLY FROM THE
STATEMENTS MADE. THESE STATEMENTS ARE BASED ON OUR CURRENT BELIEFS AND
EXPECTATIONS AS TO SUCH FUTURE OUTCOMES. DRUG DISCOVERY AND DEVELOPMENT INVOLVE
A HIGH DEGREE OF RISK. FACTORS THAT MIGHT CAUSE SUCH A MATERIAL DIFFERENCE
INCLUDE, AMONG OTHERS, UNCERTAINTIES RELATED TO THE ABILITY TO ATTRACT AND
RETAIN PARTNERS FOR OUR TECHNOLOGIES, THE IDENTIFICATION OF LEAD COMPOUNDS, THE
SUCCESSFUL PRECLINICAL DEVELOPMENT THEREOF, THE COMPLETION OF CLINICAL TRIALS,
THE FDA REVIEW PROCESS AND OTHER GOVERNMENT REGULATION, OUR PHARMACEUTICAL
COLLABORATOR'S ABILITY TO SUCCESSFULLY DEVELOP AND COMMERCIALIZE DRUG
CANDIDATES, COMPETITION FROM OTHER PHARMACEUTICAL COMPANIES, PRODUCT PRICING AND
THIRD PARTY REIMBURSEMENT.
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