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):
February 29, 2008
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
1.01 Entry
Into A Material Definitive Agreement
On
February 29, 2008, we amended the Common Stock Purchase Agreement
with Green
Hospital Supply, Inc., dated February 8, 2008, which relates to
the sale of
2,000,000 shares of unregistered Cytori common stock to Green Hospital
Supply,
Inc. for $12,000,000 cash. The original Common Stock Purchase
Agreement provided for a single closing of the investment
transaction. The amendment to Common Stock Purchase Agreement
provides for two separate closings, the first on February 29, 2008,
and the
second on April 30, 2008. At each closing we are to receive
$6,000,000 cash and issue 1,000,000 shares of unregistered Cytori
common stock
to Green Hospital Supply, Inc. All other provisions of the Common
Stock Purchase Agreement remain unchanged.
Item
9.01 Financial
Statements and Exhibits
(c) Exhibits
10.51.1 Amendment
No. 1 to Common Stock Purchase Agreement, dated as of February 29,
2008, between
us and Green Hospital Supply, Inc.
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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: February 29, 2008 | By: /s/ Christopher J. Calhoun |
| Christopher J. Calhoun | |
| Chief Executive Officer |
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Exhibit
10.51.1
AMENDMENT
NO. 1
TO
COMMON
STOCK PURCHASE AGREEMENT
This
Amendment No. 1 to Common Stock Purchase Agreement (the “Amendment”) is made as
of February 29, 2008, by and between Cytori Therapeutics, Inc., a Delaware
corporation (the “Company”), and Green Hospital Supply, Inc., located at 3-20-8
Kasuga Suita-City, Osaka 565-0853, Japan (“Purchaser”).
WHEREAS,
Company and Purchaser entered into that certain Common Stock Purchase Agreement
dated as of February 8, 2008 (the “Agreement”) (capitalized terms used in this
Amendment but not defined herein shall have the meaning assigned to them in
the
Agreement); and
WHEREAS,
Company and Purchaser desire to amend the Agreement as provided
below.
NOW,
THEREFORE, in consideration of the foregoing premises and the
mutual covenants and conditions set forth below, and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the parties to
this
Amendment hereby agree as follows:
1. Amendment. Section
2 (Purchase) of the Agreement shall be deleted in its entirety and the following
inserted in its place:
“2. Purchase. The
purchase and sale of the Shares under Section 1 of this Agreement shall occur
at
the principal office of the Company in a series of two closings, as
follows:
Closing
I shall occur on
February 29, 2008; and
Closing
II shall occur on April
30, 2008.
At
each
closing, the Company shall deliver one million (1,000,000) Shares into the
account specified by Purchaser, and Purchaser shall immediately deliver the
Purchase Price ($6,000,000) therefor to Company by wire transfer, or by
alternate means agreed between the Parties.”
2. Effect
of Amendment. Except as and to the extent expressly
modified by this Amendment, the Agreement shall remain in full force and effect
in all respects. In the event of a conflict or inconsistency between
this Amendment and the Agreement, the provisions of this Amendment shall
govern.
3. Counterparts. This
Amendment may be executed in several counterparts, each of which shall
constitute an original and all of which, when taken together, shall constitute
one instrument. Delivery of an executed counterpart of a signature page of
this
Amendment by facsimile or other electronic means shall constitute effective
delivery.
1
The
parties have executed this Amendment No. 1 to Common Stock Purchase Agreement
as
of the date first set forth above.
COMPANY:
CYTORI
THERAPEUTICS,
INC.
By:
/s/
Seijiro
Shirahama
Title:
President,
Asia-Pacific
Address:
3020
Callan
Road
San
Diego, CA
92121
Fax: US
858-458-0994
PURCHASER:
GREEN
HOSPITAL
SUPPLY, INC.
By:
/s/
Kunishisa
Furukawa
Title:
President
Address:
3-20-8
Kasuga
Suita-City
Osaka
565-0853,
Japan
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