UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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): July
23, 2008
MEDASORB
TECHNOLOGIES CORPORATION
(Exact
name of registrant as specified in its charter)
|
Nevada
|
|
000-51038
|
|
98-0373793
|
|
(State
or other jurisdiction of
incorporation)
|
|
(Commission
File Number)
|
|
(I.R.S.
Employer Identification
Number)
|
7
Deer
Park Drive, Suite K, Monmouth Junction, New Jersey 08852
(Address
of principal executive office) (Zip Code)
Registrant’s
telephone number, including area code: (732)
329-8885
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
240.13c-4(c))
| Item
5.02. |
Departure
of Directors or Principal Officers; Election of Directors; Appointment
of
Certain Officers; Compensatory Arrangements of Certain
Officers.
|
Effective
July 23, 2008, Kurt Katz resigned his position as a member of the Board of
Directors of MedaSorb Technologies Corporation (the “Company”).
Effective
July 24, 2008, James Gunton and Phillip Chan were appointed to the Company’s
Board of Directors and Compensation Committee.
Mr.
Gunton is a General Partner, and Dr. Chan is a Partner of NJTC Venture Fund
SBIC, L.P. (“NJTC”), and were appointed to the Board Directors and Compensation
Committee as nominees of NJTC pursuant to the Certificate of Designation (the
“Certificate of Designation”) designating the Company’s Series
B 10% Cumulative Convertible Preferred Stock (“Series B Preferred Stock”). The
Certificate
of Designation
provides NJTC
with
the right to elect two directors to the Company’s Board of Directors, and two
members of its Compensation Committee, for such time as NJTC owns
25% of the shares of Series B Preferred Stock purchased by it on the “Initial
Closing” held
on
June 25, 2008.
As
previously reported, on June 25, 2008 the Company completed a $4.275 million
private placement of Series
B Preferred Stock
led by
NJTC, which purchased $2.0 million of the Series B Preferred Stock (20,000
shares) sold on such date. In addition, Dr. Chan purchased $10,000 of the Series
B Preferred Stock sold by the Company at the Initial Closing.
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.
| Date:
August 8,
2008 |
|
|
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MEDASORB
TECHNOLOGIES CORPORATION |
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|
|
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By: |
/s/ David
Lamadrid |
| |
David
Lamadrid, |
| |
Chief
Financial Officer |