X0304 4 2011-12-01 0 0000889428 Pathfinder Cell Therapy, Inc. pfnd 0001252874 FRANKLIN RICHARD L C/O PATHFINDER CELL THERAPY, INC. 12 BOW STREET CAMBRIDGE MA 02138 1 1 0 0 President, CEO Common Stock 2011-12-01 4 A 0 365056 A 43901794 D 1. On December 1, 2011, the reporting person became entitled to receive 365,056 shares of the issuer's common stock pursuant to an anti-dilution provision of the merger agreement with Pathfinder, LLC. Under the merger agreement, the members of Pathfinder, LLC would receive, pursuant to an agreed formula, additional shares of common stock of the issuer, for no additional consideration, if within three months' following the merger the issuer restructures a particular polymer technology agreement, and in connection therewith issues shares of its common stock. The provision was triggered on December 1, 2011 when the issuer restructured the polymer technology agreement. The reporting person's right to receive additional shares became fixed and irrevocable on September 2, 2011, the date of the merger. The closing price of the issuer's common stock on the merger date was $.06 per share. No stand-alone valuation of Pathfinder, LLC was determined in connection with the merger. Richard L. Franklin, by Keith Moskowitz, attorney-in-fact 2011-12-13