XML 82 R50.htm IDEA: XBRL DOCUMENT v2.4.0.6
Capital Stock (Tables)
3 Months Ended 12 Months Ended
Mar. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Aldagen Inc [Member]
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 

 

The Company issued 6,830,115 shares of Common stock during 2010. 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  762,750  $ 
Exercise of August 2009 warrants  274,251  $165,703 
Common stock issued in lieu of cash for dividend payable on Series D Convertible Preferred shares  371,927  $ 
Sale of shares pursuant to registered direct offering completed in Fourth Quarter 2010  3,727,677  $1,506,000 
Sale of shares pursuant to October 2010 equity purchase agreement  1,350,000  $613,920 
Common stock issued in lieu of cash for fees incurred pursuant to October 2010 equity purchase agreement  343,510  $ 
         
Totals  6,830,115  $2,285,623 
The following summarizes the accounting for the December 2006 transaction with existing stockholders:

 

Total cash received and carrying value of securities and instruments exchanged in the Series C Preferred first closing:                
Cash received   $ 6,645,719          
Carrying value of 2005 Notes and accrued interest     4,331,720          
Forbearance of 2005 Notes additional default interest     85,394        
Carrying value of Series A Preferred including accrued dividends     8,741,917          
Carrying value of Series B Preferred including accrued dividends     10,634,303        
Fair value of Series B Preferred warrant liability     3,840,973          
Total cash received and carrying value of securities and instruments exchanged in the first closing           $ 34,280,026  
Fair value of new instruments upon issuance:                
Fair value of Series C Preferred at issuance     10,977,439          
Fair value of Junior Preferred     8,302,580          
Fair value of Series C Preferred warrant liability     482,190          
Total fair value of new instruments upon issuance             19,762,209  
Gain on redemption and exchange of redeemable convertible preferred stock         $ 14,517,817  
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