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Capital Stock (Tables)
3 Months Ended 12 Months Ended
Mar. 31, 2013
Dec. 31, 2012
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block]

The Company had the following outstanding warrants and options:

 

    # Outstanding  
             
Equity Instrument   March 31, 2013     December 31, 2012  
             
Fitch/Coleman Warrants(1)     975,000       975,000  
August 2009 Warrants(2)     1,070,916       1,070,916  
April 2010 Warrants(3)     1,295,138       1,295,138  
October 2010 Warrants(4)     1,488,839       1,488,839  
Guarantor 2011 Warrants(5)     916,665       916,665  
February 2012 Inducement Warrants(6)     1,180,547       1,180,547  
February 2012 Aldagen Warrants(7)     2,115,596       2,115,596  
February 2013 MidCap Warrants(8)     1,079,137        
February 2013 Subordination Warrants(9)     800,000        
February 2013 Worden Warrants(10)     250,000        
February 2013 RDO Warrants(11)     6,363,638        
February 2013 PA Warrants(12)     136,364        
Other warrants(13)     200,000       200,000  
Options issued under the Long-Term Incentive Plan(14)     8,162,952       7,866,953  

 

(1) These warrants were issued in connection with the August 2, 2007 Term Sheet Agreement and Shareholders’ Agreement with the Company’s then outside patent counsel, Fitch Even Tabin & Flannery and The Coleman Law Firm, and have a 7.5 year term. The strike prices on the warrants are: 325,000 at $1.25 (Group A); 325,000 at $1.50 (Group B); and 325,000 at $1.75 (Group C). The Company may call up to 100% of these warrants, provided that the closing stock price is at or above the following call prices for ten consecutive trading days: Group A — $4/share; Group B — $5/share; Group C — $6/share. If the Company exercises its right to call, it shall provide at least 45 days notice for one-half of the warrants subject to the call and at least 90 days notice for the remainder of the warrants subject to the call.

 

(2) These warrants were issued in connection with the August 2009 financing, are voluntarily exercisable at $0.51 per share and expire in February 2014. These amounts reflect adjustments for an additional 420,896 warrants due to anti-dilutive provisions. These warrants were previously accounted for as a derivative liability through January 28, 2011. At that time, they were modified to remove non-standard anti-dilution clauses and the associated derivative liability and related deferred financing costs were reclassified to APIC.

 

(3) These warrants were issued in connection with the April 2010 Series D preferred stock offering, are voluntarily exercisable at $0.54 per share and expire on April 9, 2015.

 

(4) These warrants were issued in connection with the October 2010 financing. They have an exercise price of $0.60 and expire on April 7, 2016. These warrants were previously accounted for as a derivative liability through January 28, 2011. At that time, they were modified to remove non-standard anti-dilution clauses and the associated derivative liability and related deferred financing costs were reclassified to APIC.

 

(5) These warrants were issued pursuant to the Guaranty Agreements executed in connection with the Promissory Note issued in April 2011. These warrants have an exercise price of $0.50 per share and expire on April 28, 2016.

 

(6) These warrants were issued in connection with the February 2012 warrant exercise agreements executed with certain existing Cytomedix warrant holders. These warrants have an exercise price of $1.42 per share and expire on December 31, 2014.

 

(7) These warrants were issued in February 2012 in connection with the warrant exchange agreements between Cytomedix and various warrant holders of Aldagen. These warrants have an exercise price of $1.42 per share and expire on December 31, 2014.

 

(8) These warrants were issued in connection with the February 2013 financing. They are voluntarily exercisable, have an exercise price of $0.70 per share and expire on February 19, 2020.

 

(9) These warrants were issued in connection with the February 2013 financing, have an exercise price of $0.70 per share, and expire on February 19, 2018. They are only exercisable if the JPNT Note remains outstanding on or after 04-28-2015 (50% of total) and 04-15-2016 (remainder).

 

(10) These warrants were issued in connection with the February 2013 financing. They are voluntarily exercisable, have an exercise price of $0.70 per share, and expire on February 19, 2020.

 

(11) These warrants were issued in connection with the February 2013 registered direct offering. They are voluntarily exercisable, have an exercise price of $0.75 per share, and expire on February 22, 2018.

 

(12) These warrants were issued to the placement agent in connection with the February 2013 registered direct offering. They are exercisable on or after August 21, 2013, have an exercise price of $0.66 per share, and expire on February 22, 2018.

 

(13) These warrants were issued to a consultant in exchange for services provided. They are voluntarily exercisable, have an exercise price of $1.50 per share, and expire on February 24, 2014. There is no call provision associated with these warrants.

 

(14) These options were issued under the Company’s shareholder approved Long-Term Incentive Plan.

The Company had the following outstanding warrants and options at December 31:

 

 

 
   
  # Outstanding
Equity Instrument   December 31, 2012   December 31,
2011
Fitch/Coleman Warrants(1)     975,000       975,000  
August 2008 Warrants(2)           1,000,007  
August 2009 Warrants(3)     1,070,916       1,489,884  
April 2010 Warrants(4)     1,295,138       4,128,631  
Guarantor 2010 Warrants(5)           1,333,334  
October 2010 Warrants(6)     1,488,839       1,863,839  
Guarantor 2011 Warrants(7)     916,665       2,500,000  
February 2012 Inducement Warrants(8)     1,180,547        
February 2012 Aldagen Warrants(9)     2,115,596        
Other warrants(10)     200,000       360,149  
Options issued under the Long-Term Incentive Plan(11)     7,866,953       6,275,555  
 
(1) These warrants were issued in connection with the August 2, 2007 Term Sheet Agreement and Shareholders’ Agreement with the Company’s outside patent counsel, Fitch Even Tabin & Flannery and The Coleman Law Firm, and have a 7.5 year term. The strike prices on the warrants are: 325,000 at $1.25 (Group A); 325,000 at $1.50 (Group B); and 325,000 at $1.75 (Group C). The Company may call up to 100% of these warrants, provided that the closing stock price is at or above the following call prices for ten consecutive trading days: Group A — $4/share; Group B — $5/share; Group C — $6/share. If the Company exercises its right to call, it shall provide at least 45 days notice for one-half of the warrants subject to the call and at least 90 days notice for the remainder of the warrants subject to the call.
(2) These warrants were issued in connection with the August 2008 financing and were voluntarily exercisable at $1.00 per share, provided that the exercise does not result in the holder owning in excess of 9.99% of the outstanding shares of the Company’s Common stock. Warrants to purchase 415,335 shares expired without exercise on August 29, 2012.
(3) These warrants were issued in connection with the August 2009 financing, are voluntarily exercisable at $0.51 per share and expire in February 2014. These amounts reflect adjustments for an additional 420,896 warrants due to anti-dilutive provisions. These warrants were previously accounted for as a derivative liability through January 28, 2011. At that time, they were modified to remove non-standard anti-dilution clauses and the associated derivative liability and related deferred financing costs were reclassified to APIC.
(4) These warrants were issued in connection with the April 2010 Series D preferred stock offering, are voluntarily exercisable at $0.54 per share and expire on April 9, 2015.
(5) These warrants were issued in April 2010 pursuant to the Guaranty Agreements executed in connection with the Promissory Note payable to Sorin existing at that time. These warrants had an exercise price of $0.54 per share and were fully exercised as of June 30, 2012.
(6) These warrants were issued in connection with the October 2010 financing. They have an exercise price of $0.60 and expire on April 7, 2016. These warrants were previously accounted for as a derivative liability through January 28, 2011. At that time, they were modified to remove non-standard anti-dilution clauses and the associated derivative liability and related deferred financing costs were reclassified to APIC.
(7) These warrants were issued pursuant to the Guaranty Agreements executed in connection with the Promissory Note issued in April 2011. These warrants have an exercise price of $0.50 per share and expire on April 28, 2016.
(8) These warrants were issued in connection with the February 2012 warrant exercise agreements executed with certain existing Cytomedix warrant holders. These warrants have an exercise price of $1.42 per share and expire on December 31, 2014.
(9) These warrants were issued in February 2012 in connection with the warrant exchange agreements between Cytomedix and various warrant holders of Aldagen. These warrants have an exercise price of $1.42 per share and expire on December 31, 2014.
(10) These warrants were issued to consultants and other professional service providers in exchange for services provided. As of December 31, 2012, they have term of 10 years with an expiration date of February 24, 2014 and exercise price of $1.50. They are vested and voluntarily exercisable. There is no call provision associated with these warrants.
(11) These options were issued under the Company’s Long-Term Incentive Plan approved by shareholders. See Note 17 for a full discussion regarding these options.
Schedule Of Proceeds From Stock Issuances [Table Text Block]

The following table lists the sources of and the proceeds from those issuances:

 

Source   # of Shares     Total
Proceeds
 
             
Sale of shares pursuant to registered direct offering     9,090,911     $ 5,000,001  
Sale of shares pursuant to October 2010 equity purchase agreement     450,000     $ 303,000  
Issuance of shares in lieu of cash for fees incurred pursuant to February 2013 equity purchase agreement     375,000     $  
Issuance of shares for conversion of 4% Convertible Notes     345,580     $  
Issuance of shares for release of security interest in patents     250,000     $  
Issuance of shares in lieu of cash for consultant     17,500     $  
                 
Totals     10,528,991     $ 5,303,001

The Company issued 38,272,094 shares of common stock during 2012. The following table lists the sources of and the proceeds from those issuances:

 

   
Source   # of Shares   Total
Proceeds
Conversion of Series D Convertible Preferred shares     7,460,350     $  
Inducement to remaining shareholders of Series D Convertible Preferred stock to convert all outstanding shares     330,000     $  
Conversion of Series E Convertible Preferred shares     13,399,986     $  
Exercise of August 2008 warrants     584,672     $ 584,672  
Exercise of August 2009 warrants     418,968     $ 213,674  
Exercise of April 2010 warrants     2,833,493     $ 1,521,028  
Exercise of Guarantor 2010 warrants     1,333,334     $ 715,734  
Exercise of October 2010 warrants     375,000     $ 225,000  
Exercise of Guarantor 2011 warrants     1,583,335     $ 791,667  
Exercise of options issued under the Long-Term Incentive Plan     35,602     $ 15,185  
Common stock issued in lieu of cash for dividend payable on
Series D Convertible Preferred shares
    76,461     $  
Partial conversion of 4% Convertible Notes     1,062,500     $  
Sale of shares pursuant to private offering     4,231,192     $ 5,000,000  
Sale of shares pursuant to October 2010 equity purchase agreement     4,350,000     $ 4,493,902  
Common stock issued in lieu of cash for fees incurred pursuant to October 2010 equity purchase agreement     179,701     $  
Common stock issued in lieu of cash for consultant     17,500     $  
Totals     38,272,094     $ 13,560,862  

 

The Company issued 11,432,549 shares of common stock during 2011. The following table lists the sources of and the proceeds from those issuances:

 

   
Source   # of Shares   Total
Proceeds
Conversion of Series D Convertible Preferred shares     34,153     $  
Exercise of August 2009 warrants     374,561     $ 191,026  
Common stock issued in lieu of cash for dividend payable on
Series D Convertible Preferred shares
    714,126     $  
Conversion of 12% Convertible Notes completed in Fourth
Quarter 2011
    1,200,000     $  
Sale of shares pursuant to private offering completed in Second
Quarter 2011
    984,850     $ 325,000  
Sale of shares pursuant to October 2010 equity purchase agreement     7,913,804     $ 3,449,330  
Common stock issued in lieu of cash for fees incurred pursuant to October 2010 equity purchase agreement     211,055     $  
Totals     11,432,549     $ 3,965,356
Schedule of Dividends Payable [Table Text Block]  

At December 31, the following amounts were accrued for dividends payable:

 

   
  2012   2011
Series A Preferred Stock   $     $ 21,388  
Series B Preferred Stock           15,206  
Series D Preferred Stock           68,939  
     $     $ 105,533