cytx-8k_20190627.htm

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 27, 2019

 

CYTORI THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

 

 

Delaware

001-34375

33-0827593

(State or Other Jurisdiction of Incorporation)

(Commission File

Number)

(I.R.S. Employer Identification Number)

 

4200 Marathon Blvd., Suite 200, Austin, Texas 78756

(Address of principal executive offices, with 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):

 

 

 □

    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 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.001

CYTX

Nasdaq Capital Market


 Item 8.01. Other Events.

 

On June 27, 2019, Cytori Therapeutics, Inc. (the “Company”) reconvened its 2019 Annual Meeting of Stockholders (the “Annual Meeting”). The Company then adjourned the Annual Meeting before any of the proposals set forth in the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on April 19, 2019 (the “Proxy Statement”), were voted upon. In announcing the adjournment of the Annual Meeting, the chairman of the meeting announced that the Annual Meeting will reconvene on July 11, 2019 at 9:00 a.m., Central Time, at the Company’s offices at 4200 Marathon Blvd., Suite 200, Austin Texas 78756. The Company does not expect any items of business at the reconvened Annual Meeting other than those set forth in the Proxy Statement. 

 

A copy of the press release announcing the adjournment of the Annual Meeting is attached hereto as Exhibit 99.1.

 

 

Item 9.01 Financial Statements and Exhibits.

 

The following exhibits are furnished as part of this Current Report on Form 8-K:

 

(d) Exhibits.

 

99.1Press Release, dated June 27, 2019.


 

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.

 

 

 

 

 

CYTORI THERAPEUTICS, INC.

 

 

Date:  June 27, 2019

By: /s/ Gary Titus

 

Gary Titus

 

Chief Financial Officer

 

 

 

cytx-ex991_6.htm

Exhibit 99.1

 

 

 

Cytori Announces New Annual Stockholders Meeting Date for July 11

Annual Meeting Adjourned to Provide Additional Time to Obtain Approval of Key Business

 

 

 

SAN DIEGO, CA — (GLOBE NEWSWIRE)  Cytori Therapeutics, Inc. (Nasdaq: CYTX) today announced that it reconvened its annual meeting of stockholders on Thursday, June 27, 2019 and adjourned the meeting until Thursday, July 11, 2019, at 9:00 a.m., Central Time. The annual meeting was adjourned to allow the Company’s stockholders an additional opportunity to evaluate Proposal 4, relating to the approval of a reverse stock split of the Company’s common stock.  Although more than 69% of the votes cast were in favor of the reverse stock split (Proposal 4), this constitutes approximately 48% of the Company’s outstanding shares of common stock and approval requires the affirmative vote of a majority of the outstanding shares of common stock.

 

The annual meeting was adjourned until 9:00 a.m., Central Time, on July 11, 2019 at 4200 Marathon Blvd., Suite 200, Austin Texas 78756, the Company’s offices in Austin, Texas. The record date for the annual meeting remains March 29, 2019. Stockholders that have yet to vote are requested to do so prior to the new July 11 meeting date and are encouraged to vote in favor of the reverse stock split as outlined in the Company’s proxy materials.

 

Stockholders who have previously sent in proxy cards or given instructions to brokers do not need to re-cast their votes unless they want to change their vote.  Proxies previously submitted in respect of the meeting will be voted at the adjourned meeting unless properly revoked.

 

 

If stockholders have questions, need help voting shares, or want to change a vote in favor of Proposal 4, please call The Proxy Advisory Group, LLC, which is assisting the Company in this matter at 1-888-557-7699 or 1-888-55PROXY.

 

About Cytori Therapeutics, Inc.

 

Cytori is developing, manufacturing, and commercializing nanoparticle-delivered oncology drugs.  Cytori is focused on the liposomal encapsulation of anti-neoplastic chemotherapy agents or other drugs which may enable the effective delivery of the agents to target sites while reducing systemic toxicity and improving pharmacokinetics.  Cytori’s pipeline consists of ATI-0918 pegylated liposomal doxorubicin hydrochloride for breast cancer, ovarian cancer, multiple myeloma, and Kaposi’s sarcoma, a complex/hybrid generic drug, and ATI-1123 patented albumin-stabilized pegylated liposomal docetaxel for multiple solid tumors.  For more information, please visit www.cytori.com.

 

 

Cytori Therapeutics, Inc.

 

Gary Titus, +1 (858) 458.0900

ir@cytori.com

 

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