UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Cytori Therapeutics, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
23283K204
(CUSIP Number)
February 15, 2017
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
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* |
The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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(1) |
Names of reporting persons
Azaya Therapeutics, Inc. |
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(2) |
Check the appropriate box if a member of a group (see instructions)
(a) ☐ (b) ☐ |
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(3) |
SEC use only
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(4) |
Citizenship or place of organization
Delaware |
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Number of |
(5) |
Sole voting power
1,173,241 |
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shares beneficially owned by |
(6) |
Shared voting power
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each reporting person |
(7) |
Sole dispositive power
1,173,241 |
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with: |
(8) |
Shared dispositive power
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(9) |
Aggregate amount beneficially owned by each reporting person
1,173,241 |
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(10) |
Check if the aggregate amount in Row (9) excludes certain shares (see instructions)
☐ |
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(11) |
Percent of class represented by amount in Row (9)
5.0% |
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(12) |
Type of reporting person (see instructions)
CO |
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Item 1.
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(a) |
Name of Issuer: |
Cytori Therapeutics, Inc.
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(b) |
Address of Issuer’s Principal Executive Offices: |
3020 Callan Road
San Diego, CA 92121
Item 2.
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(a) |
Name of Person Filing |
Azaya Therapeutics, Inc.
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(b) |
Address of Principal Business Office or, if None, Residence |
250 W Nottingham Pl #120
San Antonio, TX 78209
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(c) |
Citizenship |
Delaware
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(d) |
Title of Class of Securities |
Common Stock
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(e) |
CUSIP Number |
23283K204
Item 3. If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:
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(a) |
☐ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
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(b) |
☐ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
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(c) |
☐ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
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(d) |
☐ Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C 80a–8); |
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(e) |
☐ An investment adviser in accordance with §240.13d–1(b)(1)(ii)(E); |
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(f) |
☐ An employee benefit plan or endowment fund in accordance with §240.13d–1(b)(1)(ii)(F); |
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(g) |
☐ A parent holding company or control person in accordance with §240.13d–1(b)(1)(ii)(G); |
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(h) |
☐ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
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(i) |
☐ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a–3); |
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(j) |
☐ A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J); |
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(k) |
☐ Group, in accordance with §240.13d–1(b)(1)(ii)(K). |
If filing as a non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J), please specify the type of institution:
Item 4. Ownership.
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(a) |
Amount beneficially owned: 1,173,241 (1) |
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(b) |
Percent of Class: 5.0% |
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(c) |
Number of shares as to which the person has: |
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(i) |
Sole power to vote or to direct the vote: 1,173,241 |
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(ii) |
Shared power to vote or to direct the vote: None |
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(iii) |
Sole power to dispose or to direct the disposition of|: 1,173,241 |
(1) Represents 879,931 shares held by Azaya Therapeutics, Inc. (“Azaya”) and 293,310 shares issued in Azaya’s name and deposited into escrow in connection with the acquisition by Cytori Therapeutics, Inc. of substantially all of the assets of Azaya.
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6.Ownership of More Than Five Percent on Behalf of Another Person.
Not applicable.
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Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
Not applicable.
Item 8.Identification and Classification of Members of the Group.
Not applicable.
Item 9.Notice of Dissolution of Group.
Not applicable.
Item 10.Certifications.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 24, 2017 AZAYA THERAPEUTICS, INC.
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By:/s/ John C. Kerr |
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Name: John C. Kerr Title: President |