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
28, 2007
Commission
File No. 000-16929
DOR
BIOPHARMA, INC.
(Exact
name of small business issuer as specified in its charter)
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DELAWARE
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41-1505029
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(State
or other jurisdiction of incorporation or organization)
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(I.R.S.
Employer Identification Number)
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1101
Brickell Ave., Suite 701 S
Miami,
FL
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33131
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(Address
of principal executive offices)
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(Zip
Code)
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(786)
425-3848
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(Issuer’s
telephone number, including area code)
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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))
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Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment
of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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On
February 28, 2007, the Board of Directors of DOR BioPharma, Inc. (the “Company”)
approved the issuance of 2,700,000 shares of the Company’s common stock to
certain employees and a consultant. Such shares will be issued immediately
prior
to the completion of a transaction, or series or combination of related
transactions, negotiated by the Company’s Board of Directors whereby, directly
or indirectly, a majority of the Company’s capital stock or a majority of its
assets is transferred from the Company and/or its stockholders to a third party
(an “Acquisition Event”). Of the shares of common stock to be issued upon an
Acquisition Event, 1,000,000 shares will be issued to Christopher J. Schaber,
a
director of the Company and its Chief Executive Officer and President; 750,000
shares will be issued to Evan Myrianthopoulos, a director of the Company and
its
Chief Financial Officer; and 300,000 shares will be issued to James Clavijo,
the
Company’s Controller, Treasurer, and Corporate Secretary.
The
Company expects to enter into agreements with Mr. Schaber, Mr. Myrianthopoulos
and Mr. Clavijo with regard to the arrangement described above. The Company
expects that such agreements will include terms and conditions customary to
agreements of such type.
SIGNATURE
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.
DOR
BIOPHARMA, INC.
By:
/s/
Christopher J. Schaber
Name:
Christopher J. Schaber
Title:
Chief Executive Officer
Date:
March 7 2007