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): June 30, 2014
CYTORI THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-34375
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33-0827593
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(State or other jurisdiction of incorporation)
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(Commission File
Number)
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(I.R.S. Employer Identification No.)
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3020 Callan Road, San Diego, California 92121
(Address of principal executive offices) (Zip Code)
(858) 458-0900
(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):
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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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 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) Effective July 1, 2014, pursuant to the recommendation of the Governance and Nominating Committee, the Board of Directors (the “Board”) of Cytori Therapeutics, Inc. (the “Company”) appointed Gail K. Naughton, Ph.D. to serve as a director of the Company for a term expiring at the Company’s 2014 annual meeting of stockholders, or until her successor is duly elected and qualified or her earlier resignation or removal.
There are no transactions in which Dr. Naughton has an interest requiring disclosure under Item 404(a) of Regulation S-K.
In connection with her services as a director, Dr. Naughton will be entitled to the customary compensatory arrangements for our outside directors. In addition, on July 1, 2014, Dr. Naughton was granted an option to purchase twenty-one thousand (21,000) shares of our common stock pursuant to the terms of our 2004 Equity Incentive Plan, at an exercise price per share of $2.40, which was the fair market value of our common stock on the date of grant. The option vests fifty percent (50%) on July 1, 2015 with the remaining options vesting in equal monthly installments over the subsequent year thereafter, subject to Dr. Naughton’s continued service to the Company. On July 1, 2014, Dr. Naughton was also granted 21,000 shares of restricted stock pursuant to the terms of our 2004 Equity Incentive Plan. The restricted stock vests fifty percent (50%) on July 1, 2015 and fifty percent (50%) on July 1, 2016, subject to Dr. Naughton’s continued service to the Company.
Dr. Naughton is expected to serve on the Company’s Compensation Committee.
The Company issued a press release announcing the appointment of Dr. Naughton to the Board, a copy of which is filed hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
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99.1 Press Release July 2, 2014
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.
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CYTORI THERAPEUTICS, INC.
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Date: July 2, 2014
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By:
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/s/ Mark E. Saad
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Mark E. Saad
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Chief Financial Officer
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Exhibit Index
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Exhibit No.
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Description
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99.1
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Press Release dated July 2, 2014
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CYTORI THERAPEUTICS CONTACT
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Megan McCormick
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+1.858.875.5279
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mmccormick@cytori.com
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Gail K. Naughton, PhD to Join Cytori Therapeutics’ Board of Directors
SAN DIEGO, July 2, 2014 – Cytori Therapeutics (NASDAQ: CYTX) today announced that the Company’s Board of Directors has appointed Gail K. Naughton, PhD to serve as an independent director, effective July 1, 2014.
“Dr. Naughton has a unique background in both development and commercialization of regenerative medicine and tissue-based products,” said Dr. Marc Hedrick, President and CEO of Cytori. “Her leadership qualities, specialized sector knowledge and deep industry connections will be valuable both in the board room and to our management team.”
“I have been watching Cytori and their progress for the past ten years. The Company is at a pivotal phase of their development,” said Dr. Naughton. “I am honored to be able to provide the benefit of my background and experience to help them grow shareholder value.”
Dr. Naughton is a pioneer in the field of regenerative medicine. She was the co-founder and co-inventor of the technology at Advanced Tissue Sciences where she held key management positions for more than 15 years, including President, Chief Operating Officer and Director. She also served as the Dean of the College of Business Administration at San Diego State University for nine years. Currently, Dr. Naughton serves as the Chief Executive Officer and the Chairman of the Board of Histogen, a regenerative medicine company she founded in 2007. Dr. Naughton also currently serves on the Board of Directors for CR Bard, Inc. Dr. Naughton holds a B.S. in Biology from St. Francis College as well as a Master’s in Histology and a PhD in cell biology from New York University Medical Center. She also holds an EMBA from the Anderson School at the University of California, Los Angeles.
About Cytori Therapeutics
Cytori Therapeutics is developing cell therapies based on autologous adipose-derived regenerative cells (ADRCs™) to treat cardiovascular disease and other medical conditions. Our scientific data suggest ADRCs™ improve blood flow, modulate the inflammatory response and rescue tissue at risk of dying. As a result, we believe these cells can be applied across multiple “ischemic” conditions. These therapies are made available to the physician and patient at the point-of-care by Cytori’s proprietary technologies and products, including the Celution® System product family. www.cytori.com
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