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TOPIC: New SEC Filing Explains Recent Weakness

New SEC Filing Explains Recent Weakness 27 Aug 2015 08:39 #5054

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Second leg of recent financing at a terrible price:

As previously disclosed, on May 5, 2015, Cytori Therapeutics, Inc., a Delaware corporation (the “Company”), entered into a securities purchase agreement with certain institutional investors (the “Purchase Agreement”) pursuant to which the Company agreed to sell up to $25,000,000 of units in two closings, with each unit (the “Units”) consisting of one share of its common stock (the “Shares”) and one warrant to purchase one share of its common stock (the “Warrants”), in a registered direct offering (the “Offering”). The initial closing for the sale Units having an aggregate offering price of approximately $19.4 million occurred on May 8, 2015. The second closing (the “Second Closing”) for additional Units having an aggregate offering price of approximately $5.6 million was subject to the Company’s receipt of stockholder approval, which occurred on August 13, 2015.

Pursuant to the terms of the Purchase Agreement, the Company anticipates the Second Closing will occur on August 27, 2015, subject to the satisfaction or waiver of certain closing conditions. At the Second Closing, the Company will issue up to 14,999,993 Units at a purchase price of $0.3263 per Unit. Each Warrant will have an initial exercise price of $0.401 per share, will be immediately exercisable and will expire five years from the date of issuance. The Shares and the Warrants are immediately separable and will be issued separately. If all 14,999,993 Units are purchased at the Second Closing, the Company expects to raise up to $4.4 million, net of the placement agency fee and other estimated offering expenses. In order to complete the Second Closing, the Company must receive the waiver of certain conditions to closing insofar as they relate to the Company’s previously publicly disclosed receipt of a letter from NASDAQ indicating that the Company does not currently meet NASDAQ’s minimum bid price requirement and to the Company’s current market capitalization and public float being under $100 million. There is no guarantee that the Company will receive such waiver from all of the investors on a timely basis and as such, there is no assurance that the Company will complete the sale of all of the 14,999,993 offered Units at the Second Closing.

Mizuho Securities USA Inc., Roth Capital Partners, LLC, Maxim Group, LLC and WBB Securities, LLC (collectively, the “Placement Agents”) acted as the Company’s placement agents for the Offering pursuant to a placement agency agreement entered into with the Company on May 5, 2015 (the “Placement Agency Agreement”). Under the Placement Agency Agreement, the Company agreed to pay the Placement Agents an aggregate fee equal to 7% of the gross proceeds of the Offering. The Placement Agency Agreement contains customary representations, warranties, and indemnification by the Company.

The Offering was made pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-195846), which was declared effective by the Securities and Exchange Commission on May 22, 2014. The Company, pursuant to Rule 424(b) under the Securities Act of 1933, as amended, will file with the Securities and Exchange Commission a prospectus supplement relating to the Offering. The legal opinion, including the related consent, of DLA Piper LLP (US) is filed as Exhibit 5.1 to this Current Report.

The foregoing is only a summary of the material terms of the Purchase Agreement, the Warrants and the Placement Agency Agreement and does not purport to be a complete description of the rights and obligations of the parties thereunder. The foregoing description is qualified in its entirety by reference to the Purchase Agreement, the forms of Warrants and the Placement Agency Agreement, which are filed as Exhibits 10.1, 4.1, 4.2, 4.3 and 10.2, respectively, to the Company’s Current Report on Form 8-K filed May 5, 2015, and incorporated herein by reference.

This Current Report contains forward-looking statements that involve risk and uncertainties, such as statements related to the anticipated Second Closing and the amount of net proceeds expected from the Second Closing. The risks and uncertainties involved include the investors decision to waive certain condition to closing on a timely basis or at all, as well as other risks detailed from time to time in the Company’s Securities and Exchange Commission filings

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New SEC Filing Explains Recent Weakness 27 Aug 2015 09:46 #5056

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One word. Wow.

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New SEC Filing Explains Recent Weakness 27 Aug 2015 09:52 #5057

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retroactive short, and get paid now? then repeat... Easy money for the ruthless and the :evil:

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New SEC Filing Explains Recent Weakness 27 Aug 2015 11:17 #5058

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Yes- its clear what happened.. :puke:

But the initial error must have been made in the Girao financial rule period, when after the October secondary they called the special shareholders meeting in January, which I believe had an agenda point in increasing the number of shares allowed to be issued to the public.

Obviously that number was insufficient and only 4 months after the fact, the new bottleneck was created, which allowed some folks to make a lot of money.

I always get very suspicious when such blunders are made- either by Girao or the "experts from the BOD" :evil: :bash:

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Board moderator and Site-owner. I still regret the day I started analysing the prospects of MacroPore (now Cytori) back in 2004- a left-over from the tech-bubble at that time from the century change in my portfolio- and became addicted to Cytori´s fat cell technology. :cry:

New SEC Filing Explains Recent Weakness 27 Aug 2015 11:42 #5059

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Fas, at the time when such a decision was made, it might not be considered a blunder. It could be a gamble with the prospect of a much higher PPS and other considerations. Indeed, there had been many good PRs, but the PPS had not moved up.

Now, things look so different.

I am wondering what is Sabby and other big holders are thinking now? Are they going to hold on and sell at a much higher price, with another repeat from earlier this year? Or, are they selling now and keeping the warrant?

I am wondering why so many insides buying lately . They should know the second offering goes for 33 cents.

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New SEC Filing Explains Recent Weakness 27 Aug 2015 12:06 #5060

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Don't you mean the old filing explains the weakness? We all knew, or should have known, that the warrant pricing mechanism would be disastrous. At least it is only another 30 million shares.

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New SEC Filing Explains Recent Weakness 27 Aug 2015 13:12 #5061

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agamemnus, yes you are correct the old filing explains the weakness and this filing reminds us of the recent reality of operating from weakness. Not much to be said here except this sucks and Cytori management has failed shareholders.

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New SEC Filing Explains Recent Weakness 27 Aug 2015 13:25 #5062

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Giro is a bigger crook then Saad and Hedrik is a bigger liar then CC. This company could care less about it's loyal long term shareholders or any shareholders for that matter. it's all about the shorts and the goniff's that are getting shares for free. The damage that is being done is irreversible but who cares. If anyone believed in the tech or the company then a partnership would be done and we would not be tortured every day. Class action coming. :bash: Hate this friggin company and it's entire BOD and management team completely worthless.

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New SEC Filing Explains Recent Weakness 27 Aug 2015 13:27 #5063

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Riddle me this, all of my batmen on here. How in the hell did CC manage to keep this thing afloat during his tenure - when most of us bought heaps of shares? Was it the fistful of lies and the cheesedlck persona he continually displayed that kept us believing? Did he really have us all fooled into inevitable position in which we all sit today? Marc has tightened the ship, but he has gotten us nowhere with regards to shareholder value, in fact, quite the exact opposite --- and to the extreme with ridiculous amounts of dilution. Is it really all CC and Saad's fault??! NO!!

I remember the email months back that stated verbatim "It will take several quarters to turn the situation around. IR will pick back up over the next few weeks and will be proactive and transparent." HA!

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New SEC Filing Explains Recent Weakness 27 Aug 2015 14:04 #5064

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Half of the signers of the secondary balked at the offering... :whistle:

On August 27, 2015, Cytori Therapeutics, Inc., a Delaware corporation (the “Company”) completed the second closing pursuant to that certain a securities purchase agreement, dated May 5, 2015 with certain institutional investors (the “Purchase Agreement”) filed with the Company’s Current Report on Form 8-K on May 5, 2015, selling 7,499,993 units (the “Units”), with each Unit consisting of one share of its common stock (the “Shares”) and one warrant to purchase one share of its common stock (the “Warrants”), at a purchase price of $0.3263 per Unit. The Company raised approximately $2.2 million, net of the placement agency fee and other estimated offering expenses, from the sale of Units in the Second Closing. Each Warrant will have an initial exercise price of $0.401 per share, will be immediately exercisable and will expire five years from the date of issuance.


What´s up?

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Board moderator and Site-owner. I still regret the day I started analysing the prospects of MacroPore (now Cytori) back in 2004- a left-over from the tech-bubble at that time from the century change in my portfolio- and became addicted to Cytori´s fat cell technology. :cry:

New SEC Filing Explains Recent Weakness 27 Aug 2015 14:25 #5065

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According the the release this morning, purchasers needed to sign a waiver related to the desisting notice and some apparently declined to do so. They've MUST hit on osteoarthritis of knee trial as the first step in turning this around. Nothing else good to say except that this doesn't appear to effect the loan covenants.

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New SEC Filing Explains Recent Weakness 27 Aug 2015 14:32 #5066

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Fas, I think this may be good for the current stockholders, as the dilution would be less.

I guess the situation is as follow.

1. Right after the 2014 annual stockholders meeting, many people commented that if the second offering would go through, the deal may be horrific, because the offering price would be below 77 cents as proposed earlier this year. Because of a delay in completing this current deal, many people thought CYTX might not need the proposed $ 5 million. Well the second offering comes today. I think the company may not really like the deal, as the offering price is bad. With only half the offering is accepted, I think the unloading of these shares and just keeping the warrant may not be too depressing for the PPS.

2. The fact that the several insiders bought the shares from 35 to 40 cents may suggest the bad taste from this limited offering may not last.

3. I think Girao has further tightened the CYTX expenses with expected expenditures going lower to $ 24 Million in the next 12 months. The secondary offering may not be needed, but the company is obligated to go through for obvious reasons.

4. CYTX needs some kind of business deal. Hayden has just arrived and if there is any deal coming, it may take 6 months of work. In the mean time, controlled expenditures and proper management of the whatever cash is on hand (including the current $ 2.2 million) would buy company time to make things better.

Just my thoughts.

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New SEC Filing Explains Recent Weakness 27 Aug 2015 14:48 #5067

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Franshei,

1. I don't think it was the company's option. The investor's had the right to back out and 50% did so, Not so bad for Cytori at these prices but it wasn't in their control.

2. In retrospect, I now think the reason the insiders were buying was to try and get the share price moving for this offering. Can't criticise them for putting up their own money for a change.

3. I think Giaro is doing a great job on the expense side and he is a pro.

4. They need a score on Osteoarthritis that will extend the debt out and attract a partner.

I do agree that while the failure to complete the entire second tranche is embarrassing, at these levels it isn't bad for shareholders.

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New SEC Filing Explains Recent Weakness 27 Aug 2015 16:03 #5068

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WST, now that the second offering comes and goes with some bad taste lingering around for a few days, may we revisit OA and scleroderma again. The success in these two clinicals in the US is now crucial for the company regardless what past sins they may be.

1. Scleroderma - completed phase 2 in France, leading to phase 3 here and in the EU. Possible earlier registration in EU and possibly a business deal there (I think the potential partner would also ask for a US deal). Question: is there any other clinical safety and efficacy data beyond the French? I mean for adipose derived cells from either culture or machines.

2. What is basis for optimism for the OA outcome? Obviously Fas has a link for a completed eastern European trial. Beside that is there any other universal clinical data?

Talking about the earlier cardio trials, it appears that no one in the stem cells therapy area has convincing clinical data that it may work statistically (though there is success in small trials).

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New SEC Filing Explains Recent Weakness 27 Aug 2015 18:07 #5069

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CC had lots of help from those that believed they had an inside track with there direct lines to management. Some not all knew exactly what was going on and because of the credibility they has established with there friends ,family et el: continued to taut CC and the technology. They perpetuated the lie. Some knowing some unknowingly while the bailed and shorted. Some believed and lost warrants and shares as they expired worthless. I always questioned what was going on. I had many debates on the issue but the one thing that I was not able to do was to look CC or Saad in the eye. Others did and the credibility they had with me ,led me to trust there assessment . They were had and have suffered.
The total lack of regard displayed by CC,Saad,Hedrik, Shade,Llyod ten times your wildest dreams, double down COB. Rickey all of them have failed us and continue to bs us, taking soft ball questions from analysts the likes of Jason Kolbert who underwites the secondaries as opposed to shareholders with real concerns that are in the Que ,knowing they will never be called upon. This situation is ridiculous, management and the BOD must be held accountable. I do not want to see this tech. picked up for pennies on a Chapt 11 or management making a sweet golden parachute deal with the company that takes them out for nothing while the greedy loan sharks that have stolen the company for pennies and the management team that gave it to them. Only in America will the SEC sit idle when public companies piss on shareholders.

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New SEC Filing Explains Recent Weakness 27 Aug 2015 19:29 #5070

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I've never posted on this board before but, I read the post daily. In this case we should stop complaining about the past and look to the future. We all have lost tons of money so far. I say it's not worth bailing yet. Come first quarter we will have a clear view of the future. As retail investors we chose to invest in this company and now I believe most of us will choose to go or stay after the first quarter. So, I say during this time we must look at both the good and bad but, think positive. Hopefully in the near future we'll look back at this buying opportunity and smile, if not we already lost it all. We have nothing else to lose. Within 8 months we'll know what to do..

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New SEC Filing Explains Recent Weakness 27 Aug 2015 19:35 #5071

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Just got in but saw the news today and then the poor fulfillment of $2.2 million in the raise. About a month or so worth of cash.

Skimmed the post in this thread.
Obviously few could be sold on the BS aspects, the stupid PPS targets being pumped by "analyst" and perhaps the realization that the PPS can be controlled with little fear and at this point, little cash.
Not surprised at all as when reading the filing from the first close everyone should have known the door was left wide open for manipulation.

They will go into OA negotiations in their usual zero leverage with a weak balance sheet.

In a few more days we likely get our second SEC delisting notice for market cap.

Such is the life of a Cytori Shareholder :yawn:

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New SEC Filing Explains Recent Weakness 27 Aug 2015 21:07 #5074

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***In a few more days we likely get our second SEC delisting notice for market cap***

"F"

d9

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