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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) March 1, 2005
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Puradyn Filter Technologies Incorporated
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
(State or Other Jurisdiction of Incorporation)
0-29192 14-1708544
(Commission File Number) (IRS Employer Identification No.)
2017 High Ridge Road, Boynton Beach, Florida 33426
(Address of Principal Executive Offices) (Zip Code)
(561) 547-9499
(Registrant's Telephone Number, Including Area Code)
N/A
(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 (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 133-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
On February 28, 2006, Puradyn Filter Technologies Inc. (the Company,)
executed subscription agreements with five accredited investors of $910,000 for
the purchase of 3,033,334 shares of common stock at $0.30 per share.
The purchase price of $0.30, previously agreed upon and approved by the
Board of Directors, is discounted as part of the June 2005 Equity Placement
Offering, wherein these investors funded 50% of their total predetermined
contribution at that time. The 2005 funds were contributed with the
understanding that the 50% balance of investment would be offered at the same
purchase price as the initial offering.
Inasmuch each of the investors had a preexisting relationship with the
issuer, are stockholders and/or are members of management, are accredited and
sophisticated investors, the issuance of the securities was exempt from
registration pursuant to Section 4(2) of the Securities Act of 1933.
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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.
PURADYN FILTER TECHNOLOGIES INCORPORATED
By: /s/ RICHARD C. FORD
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Richard C. Ford,
Chief Executive Officer
DATED: March 1, 2006
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