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) May 6, 2005
ALFACELL CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 0-11088 22-2369085
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(State or other jurisdiction of (Commission (IRS Employer
incorporation) File Number) Identification)
225 BELLEVILLE AVENUE, BLOOMFIELD, NEW JERSEY 07003
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(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code: (973) 748-8082
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(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:
(__) 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 3.02. Unregistered Sales of Equity Securities
Alfacell Corporation, a leader in the research and development of ribonucleases
for anti-cancer and other therapeutic applications, today issued 1,199,890
shares of restricted common stock and five-year warrants to purchase an
aggregate of 1,399,890 shares of common stock with an exercise price of $1.00
per share upon the conversion of notes payable and accrued interest in the
amount of $239,978 by an unrelated party.
The securities issued have not been registered under the Securities Act of 1933,
as amended (the "Securities Act") and were issued in reliance upon the exemption
from the registration requirements of the Securities Act provided by Section
4(2) thereof. The securities may not be offered or sold in the United States
absent registration or an applicable exemption from registration requirements.
This Form 8-K shall not constitute an offer to sell or a solicitation of an
offer to buy nor shall there be any sale of these securities in any state in
which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state.
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.
Dated: May 6, 2005
By: /s/ ANDREW SAVADELIS
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Andrew Savadelis
Chief Financial Officer