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):
December 19, 2007
CYTORI
THERAPEUTICS, INC.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
000-32501
|
33-0827593
|
|
(State
or Other Jurisdiction of Incorporation)
|
(Commission
File
Number)
|
(I.R.S.
Employer Identification Number)
|
3020
Callan Road, San Diego, California 92121
(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):
| o |
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
|
| o |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
| o |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR
240.14d-2(b))
|
| o |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR
240.13e-4(c))
|
Item
5.02 Departure
of Directors or Certain Officers; Election of Directors; Appointment
of Certain
Officers; Compensatory Arrangements of Certain Officers
[d] On
December 19, 2007, pursuant to the recommendation of our Governance and
Nominating Committee, our Board of Directors appointed Richard J. Hawkins
to
serve as an independent member on our Board of Directors. We
anticipate that our Board of Directors will name Mr. Hawkins to our Audit
Committee and to our Governance and Nominating Committee.
In
connection with his services as a director, Mr. Hawkins will be entitled
to the
customary compensatory arrangements for outside directors, namely an
annual
retainer of $20,000; $2,000 for each Board meeting and $2,000 for each
committee
meeting he attends in person; and $500 for each Board meeting he attends
telephonically. In addition, on December 19, 2007, Mr. Hawkins was
granted an option to purchase fifty thousand (50,000) shares of our
common stock
pursuant to the terms of our 2004 Equity Incentive Plan, at an exercise
price
per share of $5.13, which was the fair market value of our common stock
on the
date of grant. The option vests in equal monthly installments over a
period of four years, subject to Mr. Hawkins’ continued service to the
Company.
Mr.
Hawkins is currently the Chairman and CEO of LabNow Inc., a diagnostic
device
company developing rapid, point-of-care, physician office-based diagnostic
testing systems. Mr. Hawkins previously founded and guided the growth
of
Pharmaco, a clinical drug development services company, where he served
as
Chairman, President, and Chief Executive Officer. In addition,
Mr. Hawkins was a founder of id2, a pharmaceutical and biotechnology
research
management company, Sensus Drug Development Corp., a biotechnology
company that
was sold to Pfizer, and Covance Biotechnology Services, and served
as Chairman
of the Board for LoopOne, Inc., a shipping and logistics software company.
In
addition to his role as Chairman of the Board for LabNow Inc., Mr.
Hawkins also
currently serves on the Board of Directors of Synarc, Inc. and SciClone
Pharmaceuticals Inc.
A
copy of
the press release announcing Mr. Hawkins’ appointment is attached hereto as
Exhibit 99.1.
Item
9.01 Financial
Statements and Exhibits
[d] Exhibits
Exhibit
99.1 Press release issued
by Cytori Therapeutics, Inc. on December 20, 2007.
2
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: December 21, 2007 | By: /s/ Christopher J. Calhoun |
| Christopher J. Calhoun | |
| Chief Executive Officer |
3
Exhibit
99.1
Cytori
Appoints Richard J Hawkins, Senior Life Science Executive, to Board of
Directors
San
Diego, CA, December 20, 2007 -- Cytori Therapeutics, Inc. (NASDAQ: CYTX)
announces appointment of Richard J. Hawkins, Chairman and CEO of LabNow Inc.,
to
serve as an independent member on Cytori’s Board of Directors. Mr. Hawkins
brings over 30 years experience as a founder, Chief Executive Officer, and
strategic advisor in the drug development industry.
“Rick’s
strong and proven track record of building and managing life science companies
will further strengthen Cytori and its board of directors,” said Christopher J.
Calhoun, CEO for Cytori. “We look forward to his contributions as we now
transition from a development-stage to a commercial-stage company.”
“Cytori’s
innovative Celution™ System is designed to bring stem cell-based treatments to
patients suffering from a variety of serious, unmet medical needs,” said Mr.
Hawkins. “I am excited by how significant an impact the CelutionTM System
can have on
both the near- and long-term future in medicine.”
Mr.
Hawkins is currently the Chairman and CEO of LabNow Inc., a diagnostic device
company developing rapid, point-of-care, physician office-based diagnostic
testing systems. Mr. Hawkins previously founded and guided the growth of
Pharmaco, a clinical drug development services company, where he served as
Chairman, President, and Chief Executive Officer.
In
addition, Mr. Hawkins was a founder of id2, a pharmaceutical and biotechnology
research management company, Sensus Drug Development Corp., a biotechnology
company that was sold to Pfizer, and Covance Biotechnology Services, and served
as Chairman of the Board for LoopOne, Inc., a shipping and logistics software
company. In addition to his role as Chairman of the Board for LabNow Inc.,
Mr.
Hawkins also currently serves on the Board of Directors of Synarc, Inc. and
SciClone Pharmaceuticals Inc.
Cytori
Therapeutics
Cytori
Therapeutics’ (NASDAQ: CYTX) goal is to be the global leader in regenerative
medicine. The company is dedicated to providing patients with new options for
reconstructive surgery, developing treatments for cardiovascular disease, and
banking patients’ adult stem and regenerative cells. To reach its goal, Cytori
is developing its innovative Celution™ System to separate and concentrate a
patient’s own adult stem and regenerative cells from adipose (fat) tissue for
these cells to be delivered back to the patient during the same surgical
procedure. The Celution™ System will be introduced in 2008 in Europe for
reconstructive surgery and launched in Japan for cryopreserving a patient’s own
stem and regenerative cells. Clinical trials are ongoing or planned in
cardiovascular disease, spinal disc degeneration, gastrointestinal disorders,
and other unmet medical needs. www.cytoritx.com
Cautionary
Statement Regarding Forward-Looking Statements
This
press release includes forward-looking statements regarding events, trends
and
prospects of our business, which may affect our future operating results and
financial position. Such statements are subject to risks and uncertainties
that
could cause our actual results and financial position to differ materially.
Some
of these risks and uncertainties include our history of operating losses, the
need for further financing, regulatory uncertainties, dependence on performance
of third parties, and other risks and uncertainties described (under the heading
"Risk Factors") in Cytori Therapeutics' Form 10-K annual report for the year
ended December 31, 2006. We assume no responsibility to update or revise any
forward-looking statements to reflect events, trends or circumstances after
the
date they are made.
###