cytori_8k03122008.htm
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): March 12, 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
2.02 Results
of Operations and Financial Condition
On
March 12, 2008, Cytori Therapeutics, Inc. issued a press release announcing its
financial results for the fourth quarter and year ended December 31, 2007. A
copy of the press release is attached hereto as Exhibit 99.1. The attached
exhibit is provided under Item 2.02 of Form 8-K and is furnished to, but not
filed with, the Securities and Exchange Commission.
Item
9.01 Financial
Statements and Exhibits
(d) Exhibits
Exhibit
No. Description
99.1 Cytori Therapeutics, Inc. Press
Release, dated March 12, 2008
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: March 12, 2008 |
By: /s/ Mark E.
Saad |
|
Mark E.
Saad |
|
Chief Financial Officer |
exhibit991_pressrelease.htm
Exhibit
99.1
Cytori
Reports 4th Quarter
and Year End Results; Provides Update on Commercialization Progress
San Diego, CA, March 12, 2008
- -- Cytori Therapeutics (NASDAQ: CYTX) reports financial results for the year and
quarter ended December 31, 2007, reviews 2007 highlights, and provides update on
Celution™ System commercialization progress.
“In 2007,
we established the foundation for the commercial introduction of the Celution™
System family of products which was our largest priority for the year,” said
Christopher J. Calhoun, chief executive officer for Cytori. “As a result, we
received our first orders for the Celution™ 800 CRS into the European
reconstructive surgery market and commercialization efforts are well underway in
Japan for StemSource™ Cell Banks.
“For 2008
we look forward to expanding adoption of the Celution™ 800 and initiating breast
reconstruction studies for partial mastectomy defects; receiving the first of
multiple StemSource™ orders in Japan by Green Hospital Supply; and advancing our
product pipeline. Based on anticipated product orders, we are maintaining our
2008 revenue guidance of $10 million to $12 million.”
Reconstructive
Surgery Market Introduction
Cytori
received orders for 11 Celution™ 800 Systems in the first quarter of 2008. The
Company’s goal for 2008 is to introduce the device to select surgeons and
hospitals in Europe and Asia-Pacific to build familiarity with the device ahead
of the broader market launch anticipated to follow the completion of the planned
clinical studies. Current efforts are being supported by a training facility in
Europe, where physicians can observe live cases utilizing the Celution™
800.
Cytori is
planning two European clinical studies for partial mastectomy defect
reconstruction. One study, RESTORE II, will take place at multiple
centers. The other, VENUS, will be at a single center in patients with more
severe damage from radiation therapy. Trial designs have been completed and
Cytori is currently working through final, customary details with participating
hospitals and country-specific review process.
Positive
results from an investigator initiated study in Japan on partial mastectomy
defect reconstruction using the Celution™ System were reported in December 2007.
Key findings showed safety, a statistically significant increase in tissue
thickness, and 79% patient satisfaction. More importantly, the reported clinical
results suggest this novel product is easy to use for surgeons.
StemSource™
Launch
The
StemSource™ Cell Bank commercialization efforts are ongoing by Green Hospital
Supply, our exclusive cell bank distribution partner in Japan. Green Hospital
Supply, with the support of Cytori, is working closely with a targeted selection
of large private and academic hospitals to receive the first StemSource™ orders.
Regulatory clearance for use of the Celution™ 900 for cell banking was achieved
in the fourth quarter of 2007; commercial-scale manufacturing process has been
validated; the software application and patient database has been developed; and
supply agreements for Cytori-sourced equipment have been finalized.
Product
Pipeline
Cytori’s
most advanced pipeline product is in cardiovascular disease, for which two
double-blind, randomized, dose-escalating, placebo controlled clinical trials
are underway in Europe. Our PRECISE trial in patients with chronic heart disease
was initiated in the first quarter of 2007 and enrollment is now well into the
second of three 12-patient cohorts. The APOLLO trial in heart attack patients
was initiated in the fourth quarter of 2007 and enrollment is now well into the
first of four 12-patient cohorts. Preclinical progress has been made in other
therapeutic applications, including spinal disc disease, and we expect to
advance one or more applications into clinical trials in the next six to 18
months.
2007
Financials
Development
revenues for the quarter and year ended December 31, 2007 were $25,000 and $5.3
million, respectively, compared to $5.2 million and $6.5 million, respectively,
for the same periods in 2006. The majority of these revenues were recognized as
performance milestones linked to the Olympus-Cytori Joint Venture were met. 2007
milestones included completion of a pre-clinical study in the second quarter and
achieving a development milestone in the third quarter. Development revenues
will fluctuate until the remaining $18.7 million in deferred revenue, related
party stemming from the Olympus-Cytori Joint Venture is recognized.
Product
revenues for the year ended December 31, 2007 were $792,000, compared to $1.5
million for 2006. All of the 2006 and 2007 product revenues came from Cytori’s
non-core HYDROSORB™ surgical implant product line, which the Company sold to
Kensey Nash Corporation in May 2007 for $3.2 million.
Research
and development expenses for the quarter and year ended December 31, 2007 were
$5.4 million and $20.0 million, respectively, compared to $5.2 million and $22.0
million, respectively, in the same periods in 2006. Sales and marketing expenses
for the quarter and year ended December 31, 2007 were $1.0 million and $2.7
million, respectively, compared to $0.5 million and $2.0 million, respectively,
for the same periods in 2006. General and administrative expenses for the
quarter and year ended December 31, 2007 were $4.4 million and $14.2 million,
respectively, compared to $2.5 million and $12.5 million, respectively, for the
same periods in 2006.
Total
operating expenses for the year and quarter ended December 31, 2007 increased
over the same periods in 2006 due in part to expenses associated with initial
setup for Celution™ System manufacturing, accounting and legal expenses,
clinical trial costs, and sales and marketing expenses for increased
commercialization activities. This was partially offset by a decline in expenses
for preclinical studies.
Net loss
for the quarter and year ended December 31, 2007 was $10.7 million, or $(0.44)
per common share, and $28.7 million, or $(1.25) per common share, respectively,
compared to a net loss of $1.9 million, or $(0.10) per common share, and $25.4
million or $(1.53) per common share, respectively, for the same periods in
2006.
Cash,
cash equivalents and short term investments were $11.5 million as of December
31, 2007, compared to $12.9 million at the end of 2006. Subsequent to the end of
the year, Cytori entered into an equity agreement with Green Hospital Supply,
who purchased 2.0 million shares of unregistered Cytori common stock at $6.00
per share. Cytori received a $6.0 million payment for the first million shares
on February 29, 2008 and will receive a $6.0 million payment for the second
million shares on or before April 30, 2008.
2008
Financial Projections
For 2008,
Cytori currently anticipates the following: $10-$12 million in total product
revenues; $1.5 million in development revenues; $22-$24 million in research and
development expenses; greater sales and marketing expenses compared to 2007
primarily to expanding commercialization activities; and a reduction in general
administrative expenses to $10-$12 million.
Management
Discussion
Cytori’s
management will host a conference call at 10:00 a.m. Eastern Standard Time today
to discuss these results and the Company’s outlook for 2008. The audio webcast
of the conference call may be accessed under “Events & Webcasts” in the
Investor Relations section of the Company’s website at www.cytoritx.com. The
webcast will be available live and by replay two hours after the call on the
company’s website and archived for 90 days. A telephone replay will
be available for one week. To access the replay, please call +1 (303)
590-3000 (PIN: 11109084#).
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. The Celution(TM) 800 System
is being introduced in Europe into the reconstructive surgery market while the
Celution(TM) 900 System will be launched in Japan for cryopreserving a patient's
own stem and regenerative cells. Clinical trials are ongoing in cardiovascular
disease and planned for 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
business prospects, 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 regarding the collection and
results of, clinical data, dependence on third party performance, and other
risks and uncertainties described under the "Risk Factors" in Cytori
Therapeutics' Securities and Exchange Commission Filings. We assume no
responsibility to update or revise any forward-looking statements to reflect
events, trends or circumstances after the date they are made.
###
Unaudited
Consolidated Statements of Operations and Comprehensive Loss
|
|
Three
Months Ended December 31,
|
|
|
For the Years Ended December 31,
|
|
|
|
2007
|
|
|
2006
|
|
|
2007
|
|
|
2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Product
revenues, related party
|
|
$ |
— |
|
|
$ |
363,000 |
|
|
$ |
792,000 |
|
|
$ |
1,451,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost
of product revenues
|
|
|
— |
|
|
|
293,000 |
|
|
|
422,000 |
|
|
|
1,634,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross
profit (loss)
|
|
|
— |
|
|
|
70,000 |
|
|
|
370,000 |
|
|
|
(183,000
|
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Development
revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Development,
related party
|
|
|
— |
|
|
|
5,222,000 |
|
|
|
5,158,000 |
|
|
|
5,905,000 |
|
Development
|
|
|
— |
|
|
|
3,000 |
|
|
|
10,000 |
|
|
|
152,000 |
|
Research
grants and other
|
|
|
25,000 |
|
|
|
7,000 |
|
|
|
89,000 |
|
|
|
419,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,000 |
|
|
|
5,232,000 |
|
|
|
5,257,000 |
|
|
|
6,476,000 |
|
Operating
expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Research
and development
|
|
|
5,438,000 |
|
|
|
5,228,000 |
|
|
|
20,020,000 |
|
|
|
21,977,000 |
|
Sales
and marketing
|
|
|
995,000 |
|
|
|
471,000 |
|
|
|
2,673,000 |
|
|
|
2,055,000 |
|
General
and administrative
|
|
|
4,408,000 |
|
|
|
2,542,000 |
|
|
|
14,184,000 |
|
|
|
12,547,000 |
|
Change
in fair value of option liabilities
|
|
|
— |
|
|
|
(917,000
|
) |
|
|
100,000 |
|
|
|
(4,431,000
|
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
operating expenses
|
|
|
10,841,000 |
|
|
|
7,324,000 |
|
|
|
36,977,000 |
|
|
|
32,148,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
loss
|
|
|
(10,816,000
|
) |
|
|
(2,022,000
|
) |
|
|
(31,350,000
|
) |
|
|
(25,855,000
|
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain
on sale of assets
|
|
|
— |
|
|
|
— |
|
|
|
1,858,000 |
|
|
|
— |
|
Interest
income
|
|
|
181,000 |
|
|
|
170,000 |
|
|
|
1,028,000 |
|
|
|
708,000 |
|
Interest
expense
|
|
|
(27,000
|
) |
|
|
(41,000
|
) |
|
|
(155,000
|
) |
|
|
(199,000
|
) |
Other
expense, net
|
|
|
(8,000
|
) |
|
|
(13,000
|
) |
|
|
(46,000
|
) |
|
|
(27,000
|
) |
Equity
loss from investment in joint venture
|
|
|
(9,000
|
) |
|
|
(5,000
|
) |
|
|
(7,000
|
) |
|
|
(74,000
|
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
other income
|
|
|
137,000 |
|
|
|
111,000 |
|
|
|
2,678,000 |
|
|
|
408,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss
|
|
|
(10,679,000
|
) |
|
|
(1,911,000
|
) |
|
|
(28,672,000
|
) |
|
|
(25,447,000
|
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
comprehensive income (loss) - unrealized holding income
(loss)
|
|
|
— |
|
|
|
35,000 |
|
|
|
(1,000
|
) |
|
|
17,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive
loss
|
|
$ |
(10,679,000
|
) |
|
$ |
(1,876,000
|
) |
|
$ |
(28,673,000
|
) |
|
$ |
(25,430,000
|
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
and diluted net loss per common share
|
|
$ |
(0.44
|
) |
|
$ |
(0.10
|
) |
|
$ |
(1.25
|
) |
|
$ |
(1.53
|
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
and diluted weighted average common shares
|
|
|
24,037,980 |
|
|
|
18,715,967 |
|
|
|
22,889,250 |
|
|
|
16,603,550 |
|