CYTORI THERAPEUTICS, INC. (NASDAQ:CYTX) Files An 8-K Entry into a Material Definitive Agreement
Item1.01Entry into a Material Definitive Agreement
On April11, 2017, Cytori Therapeutics, Inc. (the Company) entered
into an underwriting agreement (the Underwriting Agreement) with
Maxim Group LLC (the Underwriter) relating to the issuance and
sale of 8,600,000 shares of the Companys common stock, par value
$0.001 per share (the Common Stock). The price to the public in
this offering is $1.10 per share. The Underwriter has agreed to
purchase the shares from the Company to the Underwriting
Agreement at a price of $1.0395 per share. The net proceeds to
the Company from the offering are expected to be approximately
$8.7million, after deducting underwriting discounts and
commissions and estimated offering expenses payable by the
Company. The offering is expected to close on or about April17,
2017, subject to customary closing conditions. In addition, under
the terms of the Underwriting Agreement, the Company has granted
the Underwriter a 45-day option to purchase up to 944,000
additional shares of Common Stock.
The offering is being made to the Companys effective registration
statement on Form S-3 (Registration Statement No.333-195846)
previously filed with and declared effective by the Securities
and Exchange Commission (the SEC) and a prospectus supplement and
accompanying prospectus filed with the SEC.
The Underwriting Agreement contains customary representations,
warranties and agreements by the Company, customary conditions to
closing, indemnification obligations of the Company and the
Underwriter, including for liabilities under the Securities Act
of 1933, as amended (the Securities Act), other obligations of
the parties and termination provisions. The representations,
warranties and covenants contained in the Underwriting Agreement
were made only for purposes of such agreement and as of specific
dates, were solely for the benefit of the parties to such
agreement and may be subject to limitations agreed upon by the
contracting parties.
to the terms of the Underwriting Agreement, the Company has
agreed to issue to Maxim Group LLC or its designee a warrant (the
Warrant) to purchase the number of shares of Common Stock equal
to 1.0% of the total number of shares sold in the offering. The
Warrant will be exercisable beginning six (6)months after the
date of issuance and expire five (5)years after the date of the
prospectus supplement filed in connection with the offering (the
Prospectus Supplement). The Warrant will be exercisable at a
price per share of $1.32. The Warrant may be exercised in whole
or in part, and provides for cashless exercise, piggyback
registration rights for seven (7)years from the date of the
Prospectus Supplement, a one-time demand registration right for
five (5)years from the date of the Prospectus Supplement and
customary anti-dilution protection in the event of stock splits,
stock dividends, recapitalizations and the like.
The Warrant and the shares issuable upon exercise of the Warrant
will be issued in reliance on the exemption from registration
provided by Section 4(a)(2) of the Securities Act, as
transactions not involving a public offering and in reliance on
similar exemptions under applicable state laws.
The foregoing descriptions of the Underwriting Agreement and the
Warrant are not complete and are qualified in their entirety by
reference to the full text of the Underwriting Agreement and the
Warrant, copies of which are filed as Exhibits 1.1 and 4.1,
respectively, to this report and are incorporated by reference
herein. A copy of the opinion of Latham Watkins LLP relating to
the legality of the issuance and sale of Common Stock in the
offering is attached as Exhibit 5.1 to this report.
On April10, 2017, the Company issued a press release announcing
the proposed offering, and on April11, 2017, the Company issued a
press release announcing the pricing of the offering. Copies of
the press releases are attached as Exhibits 99.1 and 99.2,
respectively, to this report.
Item3.02Unregistered Sales of Equity Securities
The information contained above in Item 1.01 related to the
Warrant is hereby incorporated by reference into this Item3.02.
Forward-Looking Statements
The Company cautions you that statements included in this Current
Report on Form 8-K that are not a description of historical facts
are forward-looking statements. Words such as expect, anticipate,
intend, plan, believe, seek, estimate, think, may, could, will,
would, should, continue, potential, likely, opportunity and
similar expressions or variations of such words are intended to
identify forward-looking statements, but are not the exclusive
means of identifying forward-looking statements. These statements
are based on the Companys current beliefs and expectations. These
forward-looking statements include statements regarding the
Companys expectations on the completion of the offering and the
expected net proceeds therefrom. The inclusion of forward-looking
statements should not be regarded as a representation by the
Company that any of its plans will be achieved. Actual results
may differ from those set forth in this Current Report on Form
8-K due to the risks and uncertainties associated with market
conditions and the satisfaction of customary closing conditions
related to the offering and other risks and uncertainties
inherent in the Companys business, including those described in
the Companys other periodic filings with the SEC and the
prospectus supplement and related prospectus for this offering
filed with the SEC. You are cautioned not to place undue reliance
on these forward-looking statements, which speak only as of the
date hereof. There may be events in the future that the Company
is unable to predict, or over which it has no control, and the
Companys business, financial condition, results of operations and
prospects may change in the future. The Company assumes no
responsibility to update or revise any forward-looking statements
to reflect events, trends or circumstances after the date they
are made, except as required by applicable law. All
forward-looking statements are qualified in their entirety by
this cautionary statement. This caution is made under the safe
harbor provisions of the Private Securities Litigation Reform Act
of 1995.
Item9.01Financial Statements and Exhibits
(d)Exhibits
|
ExhibitNo. |
Description |
|
|
1.1 |
Underwriting Agreement, dated April11, 2017, by and between |
|
|
4.1 |
Form of Warrant, by and between Cytori Therapeutics, Inc. |
|
|
5.1 |
Opinion of Latham Watkins LLP |
|
|
23.1 |
Consent of Latham Watkins LLP (included in Exhibit 5.1) |
|
|
99.1 |
Cytori Therapeutics, Inc. Press Release, dated April10, |
|
|
99.2 |
Cytori Therapeutics, Inc. Press Release, dated April11, |
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. CYTORI THERAPEUTICS, INC. (NASDAQ:CYTX) Recent Trading Information
CYTORI THERAPEUTICS, INC. (NASDAQ:CYTX) closed its last trading session down -0.03 at 1.09 with 10,522,430 shares trading hands.