UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No. 1)

 

Cytori Therapeutics, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

23283K204

(CUSIP Number)

December 31, 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:

o

Rule 13d-1(b)

x

Rule 13d-1(c)

o

Rule 13d-1(d)

 

*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 aler disclsoures 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).

 



 

 

Item 1.

 

(a)

Name of Issuer
Cytori Therapeutics, Inc.

 

(b)

Address of Issuer’s Principal Executive Offices
3020 Callan Road

San Diego, CA 92121

 

Item 2.

 

(a)

Name of Person Filing
Azaya Therapeutics, Inc.

 

(b)

Address of Principal Business Office or, if none, Residence
250 W. Nottingham, Suite 120

San Antonio, TX 78209

 

(c)

Citizenship
Unites States

 

(d)

Title of Class of Securities
Common Stock

 

(e)

CUSIP Number
23283K204

 

Item 3.

If this statement is filed pursuant to Secs. 240.13d-1(b) or (c), check whether the person filing is a:

 

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

 

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

 

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

 

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

 

(e)

o

An investment adviser in accordance with Sec. 240.13d-1(b)(1)(ii)(E);

 

(f)

o

An employee benefit plan or endowment fund in accordance with Sec. 240.13d-1(b)(1)(ii)(F);

 

(g)

o

A parent holding company or control person in accordance with Sec. 240.13d-1(b)(1)(ii)(G);

 

(h)

o

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

o

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);

 

(j)

o

Group, in accordance with Sec. 240.13d-1(b)(1)(ii)(J).

 

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Item 4.

Ownership.

 

 

(a)

Amount beneficially owned

293,310

 

(b)

Percent of class

1.2

 

(c)

Number of shares as to which such person has:

 

 

 

(i)

Sole power to vote or to direct the vote   

293,310

 

 

(ii)

Shared power to vote or to direct the vote    

none

 

 

(iii)

Sole power to dispose or to direct the disposition

293,310

 

 

(iv)

Shred power to dispose or to direct the disposition of   

none

 

Item 5.

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   x.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not applicable

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being reported on By the Parent Holding Company.

Not applicable

 

Item 8.

Identification and Classification of Members of the Group.

Not applicable

 

Item 9.

Notice of Dissolution of the Group.

Not applicable

 

 

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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.

 

SIGNATURE

 

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: January 4, 2018

AZAYA THERAPEUTICS, INC.

 

 

 

 

 

 

 

By:

/s/ John C. Kerr

 

Name: John C. Kerr

 

Title: President

 

 

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