The Xmark Opportunity Funds React to Motion to Dismiss Filed by CepTor
26 Agosto 2005 - 1:43PM
PR Newswire (US)
STAMFORD, Conn., Aug. 26 /PRNewswire/ -- The Xmark Opportunity
Funds will vigorously oppose the motion to dismiss filed by CepTor
Corporation (OTC Bulletin Board: CEPO) and its Chairman and CEO,
William H. Pursley. Xmark characterizes this motion as a desperate
and ill-conceived act. Mr. Pursley asserts in the Company's press
release that "Xmark's actions speak for themselves" because Xmark
has not converted its preferred stock into common stock, and thus
was never even positioned to take advantage of the long-delayed
registration of that common stock. This statement lacks any
understanding of the capital markets, as no intelligent investor
would trade the rights and preferences of preferred stock for
untradable common stock, let alone do so at a loss. Xmark is
confused as to how the CEO of a public company would approve such
an ignorant statement. The primary reason Xmark did not recently
position itself to sell its stock once the registration statement
became effective is because the Company's legal counsel disclosed
to it -- without any accompanying public announcement -- that the
Company is seeking additional financing, and thereby gave Xmark --
without its prior permission -- material non-public information,
together with a securities law warning not to trade on that
information. Whether or not this disclosure was true or just a
further manipulative ploy by the Company to keep Xmark out of the
market, Xmark steadfastly complies with its securities law
obligations and refrained from any trading in CepTor common stock.
The news of the impending financing was independently confirmed to
Xmark earlier this week by one of the founders of, and investors
in, CepTor -- Mr. David Blech -- who offered Xmark "hush money" in
the form of 100,000 shares of his own common stock if Xmark agreed
to refrain from trading CepTor common stock for 90 days and drop
the lawsuit. The Company had initially sought to keep its
settlement discussions with Xmark confidential. Now that the
Company has seen fit to publicize those discussions, the public
record of those discussions should be corrected. In the course of
those settlement discussions, Xmark sought a rescission of its
preferred stock investment at par; it never requested a premium of
any kind. Indeed, Xmark's rescission proposal represented a
discount to the market price of the common stock. Despite the
Company's desperate attempts to shift the focus of this lawsuit
with red herrings, this lawsuit is not about Xmark. This lawsuit is
about a Company and its CEO who breached their obligations to
investors by extraordinarily and unjustifiably delaying the
registration of those investors' shares. DATASOURCE: The Xmark
Opportunity Funds CONTACT: Mitchell D. Kaye, Chief Investment
Officer of The Xmark Opportunity Funds, +1-203-653-2500
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