8-K

UNITED STATES

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): December 14, 2016

Taxus Cardium Pharmaceuticals Group, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-33635	27-0075787
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
11568 Sorrento Valley Rd., Suite 14, San Diego, California		92121
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (858) 436-1000

(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):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 14, 2016, Lon Otremba and Tyler Dylan-Hyde resigned from our Board of Directors.  Each director resigned to pursue other interests, and not as a result of any disagreement with the Company.  Tyler Dylan-Hyde is a co-founder of the Company and served as our General Counsel and Chief Business Officer from December 2003 until December 2014. Lon Otremba had served on our Board of Directors, including our Nominating Committee, since January 2006.  

We do not intend to appoint replacement directors.  Following the resignations and in accordance with provisions of our Bylaws, our Board of Directors adopted a resolution to reduce the size of the board from ten directors to eight.  We currently have eight directors serving on our board, including seven directors that meet the definition of an “independent director” under the Nasdaq marketplace rules.

We issued a press release relating to the resignations with is attached as Exhibit 99.1 to this report.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.	Description of Exhibit
99.1	Press Release issued December 14, 2016.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Taxus Cardium Pharmaceuticals Group, Inc.
By:	/s/ Christopher J. Reinhard
	Christopher J. Reinhard
	Chief Executive Officer

Date: December 14, 2016

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EX-99.1

Exhibit 99.1

Press / Investor Contact:

Taxus Cardium Pharmaceuticals Group Inc.

Tel: (858) 414.1477

Email: InvestorRelations@cardiumthx.com

TAXUS CARDIUM ANNOUNCES TWO DIRECTOR RETIREMENTS

FOLLOWING A DECADE OF DISTINGUISHED SERVICE

SAN DIEGO, CA – December 14, 2016 – Taxus Cardium Pharmaceuticals Group Inc. (Trading Symbol: CRXM) today announced that Tyler Dylan-Hyde, Ph.D. and Mr. Lon Otremba have retired as directors of the Company’s Board of Directors after a decade of service.

“We all thank Dr. Dylan-Hyde and Mr. Otremba for their long service and many contributions to the development of our Company,” said Mr. Christopher Reinhard, Chairman of the Board of Directors.  “We wish them every success in their future endeavors.”

Dr. Dylan-Hyde co-founded the Company and served on its Board of Directors beginning in 2003.  Lon Otremba joined the Board of Directors in 2006, and served on its Nominating Committee.  

Mr. Reinhard noted that during their years of distinguished service the Company successfully (1) acquired Innercool Therapies, secured FDA clearance for the RapidBlue™ endovascular therapeutic hypothermia system, built a 30,000 square foot cGMP manufacturing facility in San Diego, before selling the business to Royal Philips, the Dutch conglomerate (2) initiated clinical studies and secured FDA 510(k) clearance to market and sell the Excellagen® advanced wound healing dermal matrix in the United States, (3) acquired the San Diego-based To Go Brands® nutraceutical company, which was subsequently sold to Healthy Brands Collective company, and (4) acquired the Generx® [Ad5FGF-4] angiogenic gene therapy product candidate from Schering AG (now Bayer Healthcare) for the treatment of patients with myocardial ischemia and refractory angina, which has recently received FDA-clearance to advance forward into a new U.S.-based Phase 3 clinical study.

Taxus Cardium Pharmaceuticals Group

      Taxus Cardium Pharmaceuticals Group Inc. is an operating company that manages a portfolio of equity-based and potential royalty-driven investments as follows: (1) Angionetics, Inc. focused on the late-stage clinical development and commercialization of Generx®, an angiogenic gene therapy product candidate designed for medical revascularization for the potential treatment of patients with myocardial ischemia and refractory angina due to advanced coronary artery disease; (2) Activation Therapeutics, Inc. developing the Excellagen® technology platform, with broad potential applications as a delivery platform for small molecule drugs, proteins and biologics

and as an FDA-cleared flowable dermal matrix for advanced wound care; (3) LifeAgain Insurance Solutions Inc., with an advanced medical data analytics (ADAPT®) technology platform focused on developing new and innovative products for the life insurance and healthcare sectors; and (4) a minority investment in Healthy Brands Collective, a functional food and nutraceutical company which acquired Taxus Cardium’s To Go Brands® business.

Copyright 2016 Taxus Cardium Pharmaceuticals Group Inc.  All rights reserved.

For Terms of Use Privacy Policy, please visit www.cardiumthx.com.

Cardium^®, Generx^®, Medical Revascularization™, Activation Therapeutics™,Excellagen®, LifeAgain™, ADAPT®, are trademarks of Taxus Cardium Pharmaceuticals Group Inc.. Other trademarks belong to their respective owners.

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