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) October 9, 2006
Puradyn Filter Technologies Incorporated
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(Exact Name of Registrant as Specified in Its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
0-29192 14-1708544
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(Commission File Number) (IRS Employer Identification No.)
2017 High Ridge Road, Boynton Beach, Florida 33426
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(Address of Principal Executive Offices) (Zip Code)
(561) 547-9499
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(Registrant's Telephone Number, Including Area Code)
(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))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
Between September 27 and October 9, 2006, Puradyn Filter Technologies
Inc. (the Company,) received $650,000 for the sale of 928,571 shares of its
common stock at $0.70 per share. The Company has also received commitments for
an additional $570,000 to complete the sale of 1,742,857 shares of its common
stock at $0.70 per share for an aggregate of $1.22 million. In addition, in
connection with the issuance of the sale of the common stock, the Company will
issue warrants to purchase a total of 435,714 shares of common stock with the
completion of the offering, exercisable at a price of $1.25 per share over a
term of five years, assuming that all shares are purchased.
The sales were made directly by the Company and no broker-dealers
participated in the transaction.
Inasmuch as each of the investors were accredited, had a preexisting
relationship with the company, were highly sophisticated and had access to
appropriate information concerning the Company, the issuance of the securities
was exempt from registration pursuant to Section 4(2) of the Securities Act of
1933.
Exhibit
99.1 Form of Stock Purchase Warrant
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: October 10, 2006