CYTORI THERAPEUTICS, INC. (NASDAQ:CYTX) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

CYTORI THERAPEUTICS, INC. (NASDAQ:CYTX) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

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On May 23, 2018, Cytori Therapeutics, Inc. (the “Company”) filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation, as amended (the "Amendment"), with the Secretary of State of the State of Delaware to (i) effectuate a one-for-ten (1:10) reverse stock split (the “Reverse Stock Split”) of its common stock, par value $0.001 per share (the "Common Stock"), without any change to its par value, and (ii) increase the number of authorized shares of Common Stock from 75,000,000 to 100,000,000 shares (which amount is not otherwise affected by the Reverse Stock Split).The Amendment became effective on the filing date. The Reverse Stock Split will be effective for trading purposes as of the commencement of trading on the Nasdaq Capital Market on May 24, 2018.There was no change in the Company’s Nasdaq ticker symbol, “CYTX,” as a result of the Reverse Stock Split. In connection with the Reverse Stock Split, the CUSIP number for the Common Stock has been changed to 23283K402. Upon effectiveness, each 10 shares of issued and outstanding Common Stock were converted into one newly issued and outstanding share of Common Stock and the number of authorized shares of Common Stock was increased from 75,000,000 to 100,000,000 shares. The Company’s 5,000,000 shares of authorized Preferred Stock were not affected by the Reverse Stock Split.

No fractional shares were issued in connection with the Reverse Stock Split. Any fractional shares of Common Stock that would have otherwise resulted from the Reverse Stock Split were rounded up to the nearest whole share. Outstanding equity awards and the shares available for future grant under the Company’s Amended and Restated 2004 Equity Incentive Plan, 2011 Employee Stock Purchase Plan, 2014 Amended and Restated Equity Incentive Plan and 2015 New Employee Incentive Plan were proportionately reduced (rounded down to the nearest whole share), and the exercise prices of outstanding equity awards were proportionately increased (rounded up to the nearest whole cent) to give effect to the Reverse Stock Split.

Additionally, the Company’s Series S warrants issued in connection with its rights offering that closed in November 2017 will become tradeable as of the commencement of trading on the Nasdaq Capital Market on May 24, 2018 under the Nasdaq ticker symbol “CYTXZ.”

A copy of the Amendment is attached to this current report on Form 8-K as Exhibit 3.1, and the above summary is qualified in its entirety by reference to the full text of the Amendment.

On May 23, 2018, the Company issued a press release regarding the Reverse Stock Split. A copy of the press release is attached as Exhibit 99.1 hereto and incorporated herein by reference.

Item 9.01Financial Statements and Exhibits.

(d)Exhibits


CYTORI THERAPEUTICS, INC. Exhibit
EX-3.1 2 cytx-ex31_6.htm EX-3.1 cytx-ex31_6.htm Exhibit 3.1 CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CYTORI THERAPEUTICS,…
To view the full exhibit click here

About CYTORI THERAPEUTICS, INC. (NASDAQ:CYTX)

Cytori Therapeutics, Inc. (Cytori) is a biotechnology company engaged in the development of treatments and devices for a range of disorders using cells as a key part of the therapy. The Company develops cellular therapeutics formulated and optimized for specific diseases and medical conditions and related products. It is focused on developing primary product, Cytori Cell Therapy, for patients with scleroderma hand dysfunction, orthopedic disorders, cardiovascular disease, urinary incontinence and thermal burns, including those complicated by radiation. Its cellular therapeutics are collectively known by the name, Cytori Cell Therapy, which consists of a heterogeneous population of specialized cells, including stem cells that are involved in response to injury, repair and healing. These cells are extracted from an adult patient’s own adipose tissue using its automated, enzymatic, sterile Celution System devices and consumable sets at the place where the patient is receiving their care.

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