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): October 14,
2008
CYTORI THERAPEUTICS,
INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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000-32501
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33-0827593
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(State
or Other Jurisdiction of Incorporation)
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(Commission
File
Number)
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(I.R.S.
Employer Identification Number)
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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):
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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On
October 14, 2008, Cytori Therapeutics, Inc. (the “Company”)
entered into a Loan and Security Agreement (the “Loan
Agreement”) with General Electric Capital Corporation (“GECC”) and
Silicon Valley Bank (together, the “Lenders”),
pursuant to which the Lenders agreed to make term loans (each a “Term Loan”
and collectively, the “Term
Loans”) to the Company in an aggregate principal amount of up to $15.0
million, subject to the terms and conditions set forth in the Loan Agreement
(the “Loan
Facility”). As security for its obligations under the Loan
Agreement, the Company granted a security interest in substantially all of its
existing and after-acquired assets, including its intellectual property
assets.
On
October 14, 2008, the Lenders funded an initial term loan in the principal
amount of $7.5 million (the “Initial Term
Loan”). The Company may request one additional term loan in
the principal amount of $7.5 million on or before December 12, 2008 (the
“Subsequent
Term Loan”), subject to satisfying certain financial
conditions. Each Term Loan shall accrue interest at a fixed rate of
10.58% per annum. The Company is required to repay the Initial Term
Loan over a period of approximately 36 months, and if the Subsequent Term Loan
is made, the Company will be required to repay it over a period of approximately
36 months. At maturity of each Term Loan, the Company will make a
final payment equal to 5% of each Term Loan (the “Final Payment
Fee”).
The Loan
Agreement contains customary representations and warranties and customary
affirmative and negative covenants, including, among others, minimum cash and
cash liquidity requirements. In addition, it contains customary
events of default that entitle the Lenders to cause any or all of the Company’s
indebtedness under the Loan Agreement to become immediately due and
payable. The events of default include any event whereby Olympus
Corporation obtains the right under agreements between the Company and Olympus
(the “Olympus
Agreements”) to require the Company to purchase or sell any shares of its
joint venture subsidiary, and any event of default by the Company under the
Olympus Agreements. The Company may voluntarily prepay the Term Loans in full,
but not in part and any voluntary or mandatory prepayment is subject to
applicable prepayment premiums. The Company will also be required to
pay the Final Payment Fee in connection with any voluntary or mandatory
prepayment.
The
proceeds of the Initial Term Loan, after payment of lender fees and expenses and
the repayment of existing equipment loan indebtedness to GECC, are approximately
$6.8 million. The net proceeds will be used for working capital,
capital expenditures and other general corporate purposes.
On
October 14, 2008, pursuant to the terms and conditions of the Loan Agreement,
the Company issued to each Lender a warrant to purchase up to 89,074 shares of
the Company’s common stock at an exercise price equal to $4.21 per share (the
“Warrants”). The
Warrants are immediately exercisable and will expire on October 14,
2018.
A copy of
the press release announcing the Loan Facility is attached hereto as
Exhibit 99.1 and incorporated herein by reference.
Item
2.03 Creation
of a Direct Financial Obligation or an Off-Balance Sheet Arrangement of
Registrant
The
information set forth in Item 1.01 of this Current Report on Form 8-K that
relates to the creation of a direct financial obligation of the Company is
incorporated by reference into this Item 2.03.
Item
3.02 Unregistered
Sale of Equity Securities
The
information set forth in Item 1.01 of this Current Report on Form 8-K that
relates to the issuance of the Warrants is incorporated by reference into this
Item 3.02.
The offer
and sale of the Warrants have not been registered under the Securities Act of
1933, as amended (the “Securities
Act”). The Warrants were offered and sold to accredited
investors in reliance upon exemptions from registration under Section 4(2)
of the Securities Act and Rule 506 of Regulation D promulgated
thereunder.
Item
9.01 Financial
Statements and Exhibits
(d) Exhibits. The
following material is furnished as an exhibit to this Current Report on
Form 8-K:
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99.1
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Cytori
Therapeutics, Inc. Press Release, dated October 15,
2008.
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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: October 15, 2008 | By: /s/ Mark E. Saad |
| Mark E. Saad | |
| Chief Financial Officer |
Exhibit
99.1
Cytori
Secures $15 Million Loan Facility Led by GE Healthcare Financial
Services
Cytori
Therapeutics (NASDAQ: CYTX) has entered into a $15 million loan facility with GE
Healthcare Financial Services and Silicon Valley Bank. An initial term loan of
$7.5 million, minus fees and expenses, funded October 14, 2008. Cytori will be
able to exercise the additional $7.5 million term loan on or before December 12,
2008, provided the Company meets certain financial prerequisites established by
the lenders.
GE
Healthcare Financial Services’ financing solution will be used to support the
commercialization of Cytori’s recently launched Celution® System
and StemSource® Cell
Bank in Europe and Asia. In addition, the funds will support product pipeline
development and general corporate activities. Securing this loan facility
further demonstrates Cytori’s ability to attract funding from well regarded
sources.
“GE is
very pleased to provide capital in support of Cytori’s growth initiatives,” said
Anthony Storino, senior managing director, GE Healthcare Financial Services'
life science finance group. “Their innovative technologies are shaping the
future of the reconstructive surgery markets.”
For
almost two decades, the life science finance team of GE Healthcare Financial
Services has worked with more than 500 companies throughout the United States,
Canada and Europe. With a dedicated focus on assisting life science
companies large and small, from the first venture round to post-IPO, the team
has provided over $2.5 billion in financing to the market.
About
Cytori
Cytori’s
(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 is being commercialized globally 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.
About
GE Healthcare Financial Services
GE
Healthcare Financial Services is the premier provider of capital, financial
solutions, and related services for the global healthcare market. With
approximately $22 billion in assets, GE Healthcare Financial Services offers a
full range of financing capabilities from equipment leasing and real estate
financing to working capital lending, vendor programs, and acquisition
financing. With a dedicated focus and a deep knowledge of the healthcare
industry, GE Healthcare Financial Services collaborates with customers to create
tailored financial solutions that help them improve their productivity and
profitability. For more information, visit www.gehealthcarefinance.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 ability to satisfy the conditions
precedent to receiving the additional $7.5 million term loan, our need for
further financing, and the availability of such financing on commercially
reasonable terms, if at all, our history of operating losses, 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’s 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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GE Media
Contact
Jeanee Snipes
GE Healthcare Financial
Services
301-634-3210
jeanee.snipes@ge.com
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Cytori Investor & Media
Contact
Tom Baker
Cytori Therapeutics
858-875-5258
tbaker@cytoritx.com
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