OLSHAN
OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
PARK AVENUE TOWER
65 EAST 55TH STREET
NEW YORK, NEW YORK 10022
TELEPHONE: 212.451.2300
December 7, 2005 FACSIMILE: 212.451.2222
WWW.OLSHANLAW.COM
DIRECT DIAL: 212-451-2259
EMAIL: HKESNER@OLSHANLAW.COM
Ms. Sonia Barros
Division of Corporation Finance
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549-0404
Re: Response of CepTor Corporation to Comment Letter
to Pre-Effective Amendment No. 1 to Registration
Statement on Form SB-2 filed December 1, 2005 (File No. 333-129070)
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Dear Ms.Barros:
We are counsel to CepTor Corporation (the "Company"). We hereby submit, on
behalf of the Company a response to the letter of comment dated December 5, 2005
from the Division of Corporation Finance to the Company's Pre-Effective
Amendment No. 1 to Registration Statement on Form SB-2 filed with the Securities
and Exchange Commission (the "Commission") on December 1, 2005 (the "Form
SB-2"). Our responses are numbered to correspond to the Commission's comments
and are filed in conjunction with the Pre-Effective Amendment No. 2 to the Form
SB-2.
GENERAL
1. Please withdraw your acceleration request filed as CORRESP on EDGAR
requesting acceleration of the effective date of this registration
statement on December 1, 2005.
The Company has withdrawn its acceleration request by letter to the
Commission, dated December 6, 2005 and filed as CORRESP on EDGAR.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
2. We note your response to our prior comment 4 and reissue that comment.
Please revise your disclosure to explain further what you mean by
"will be accounted for when issued at par value with a corresponding
charge to paid-in capital." Please disclose if the additional
commitment shares and the number of shares purchased will be combined
and valued equally. Please also disclose if the net proceeds received
from the offering will be included in the equity section of the
company's balance sheet, and if the costs associated with the issuance
of shares to Fusion Capital, including the additional commitment
December 7, 2005
Page 2
shares, will be treated as offering costs and netted against the
proceeds received.
The requested disclosure has been made on page 26.
DESCRIPTION OF THE TRANSACTIONS
3. We note your response to our prior comments 5 and 6 and reissue those
comments. Please provide tabular disclosure of the number of equity
line shares and additional commitment fee shares that would be issued
under various pricing scenarios. At a minimum, the tabular disclosure
should illustrate the dilutive effect and provide the effective price
per share taking into account the additional commitment fee shares.
The requested disclosure has been made in tabular format on pages 48
through 52.
UNDERTAKINGS
4. Please provide the appropriate undertaking as required by amended Item
512 of Regulation S-B, amended as of December 1, 2005.
The appropriate undertaking has been added to Part II, Item 28 as
required by amended Item 512 of Regulation S-B.
The Company acknowledges that staff comments or changes to disclosure in
response to staff comments do not foreclose the Commission from taking any
action with respect to the filing; do not relieve the Company from its full
responsibility for the adequacy and accuracy of the disclosure in the filing;
and that it may not assert staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of
the United States.
Please direct any questions or comments concerning this response to Nancy
Brenner at (212) 451-2217 or the undersigned at (212) 451-2259.
Sincerely,
/s/ Harvey J. Kesner
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Harvey J. Kesner
cc: William H. Pursley
Donald W. Fallon
