8-K 1 cytori_8k05072009equity.htm CYTORI THERAPEUTICS FORM 8-K FILED 05-07-2009 EQUITY PLACEMENT cytori_8k05072009equity.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):  May 7, 2009


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))

 
 

On May 7, 2009, Cytori Therapeutics, Inc. (the “Company”) entered into a Securities Purchase Agreement with certain institutional investors (the “Institutional Investors” or  the “Purchasers”), relating to the private offering and sale of a total of 1,864,783 unregistered shares of the Company’s common stock (the “Shares”) with 175% warrant coverage at a purchase price of $2.28 per unit (the “Private Placement”).  The warrants will be exercisable for up to a total of 3,263,380 unregistered shares of the Company’s common stock at an exercise price of $2.62 per share (the “Warrant Shares”). The warrants will have a five year term after their date of issuance.  The closing is expected to take place on or about May 11, 2009, subject to the satisfaction of customary closing conditions.

In connection with the Private Placement, the Company also entered into a Registration Rights Agreement dated May 7, 2009, with the Purchasers (the “Registration Rights Agreement”) pursuant to which it has agreed to file, within 30 days of the closing of the Private Placement, a registration statement with the Securities and Exchange Commission (“SEC”) to register the Shares and Warrant Shares for resale, which registration statement is required to become effective within 90 days following the closing (or in the event the SEC reviews and has written comments to the registration statement or any document incorporated by reference therein, then within 120 days following the closing). The Company will be required to pay certain cash as liquidated damages if it does not meet its registration obligations under the Registration Rights Agreement.

The Securities Purchase Agreement, the form of Warrant and the Registration Rights Agreement are attached hereto as Exhibits 10.63, 10.64 and 10.65 respectively, and incorporated herein by reference. The press release announcing the Private Placement is attached hereto as Exhibit 99.1 and incorporated herein by reference. The foregoing description of the Securities Purchase Agreement, the form of Warrant and the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Securities Purchase Agreement, the form of Warrant and the Registration Rights Agreement attached hereto.

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 unregistered sale of equity securities is incorporated by reference into this Item 3.02.

The aggregate offering price of the units to be sold in the Private Placement is approximately $4.25 million.

The sale of the units has not been registered under the Securities Act of 1933, as amended (the “Securities Act”). These securities will be 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. These securities may not be offered or sold in the United States absent registration under or exemption from the Securities Act and any applicable state securities laws.

(d)           Exhibits.  The following material is filed as an exhibit to this Current Report on Form 8-K:

 
10.63
  
Securities Purchase Agreement, dated May 7, 2009, by and among Cytori Therapeutics, Inc. and the Purchasers identified on the signature pages thereto. 
10.64
  
Form of Warrant to Purchase Common Stock to be issued on or about May 11, 2009
10.65
  
Registration Rights Agreement, dated May 7, 2009, by and among Cytori Therapeutics, Inc. and the Purchasers identified on the signature pages thereto.
99.1 
  
Cytori Therapeutics, Inc. Press Release, dated May 7, 2009. 
     

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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:  May 7, 2009  By:  /s/ Mark E. Saad                 
      Mark E. Saad
      Chief Financial Officer



 
 
 

 
 
 
 
 
 
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