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): April 30,
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
8.01 Other
Events
On April
30, 2008, we received $6,000,000 cash and issued 1,000,000 shares of
unregistered Cytori common stock to Green Hospital Supply, Inc. pursuant to our
Common Stock Purchase Agreement dated February 8, 2008 and amended February 29,
2008 (the “Purchase Agreement”). As previously reported, the sale of
the first 1,000,000 shares under the Purchase Agreement was consummated on
February 29, 2008. A copy of the press release announcing the April
30 second closing is attached hereto as Exhibit 99.1.
There
were no underwriting discounts or commissions payable in respect of this sale,
and Cytori relied on the Section 4(2) exemption from the Securities Act’s
registration requirements given Green is an existing investor in Cytori and is
the only purchaser under the Purchase
Agreement.
Item
9.01 Financial
Statements and Exhibits
(d) Exhibits
99.1 Cytori
Therapeutics, Inc. Press Release, dated April 30, 2008
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: May 2, 2008 | By: /s/ Christopher J. Calhoun |
| Christopher J. Calhoun | |
| Chief Executive Officer |
3
Exhibit
99.1
April 30, 2008, San Diego, CA
- -- Cytori Therapeutics (NASDAQ: CYTX) received the second $6.0 million payment
from Green Hospital Supply, Inc. (TOKYO: 3360) in exchange for 1 million shares
of Cytori common stock. This was the final installment of a $12 million equity
agreement entered into on February 8, 2008 for the sale of 2.0 million shares of
unregistered Cytori common stock.
Cytori
received the first $6 million payment on February 29, 2008, and issued 1 million
shares to Green Hospital Supply at that time. Under the equity agreement, Green
Hospital Supply was also granted a non-voting observer seat on Cytori’s board of
directors.
Green
Hospital Supply now owns 3.0 million shares of Cytori stock.
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® 800
System is being introduced in Europe into the reconstructive surgery market
while the Celution™ 900 System will be launched in Asia-Pacific 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.
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