Welcome, Guest
Username: Password: Remember me
The Company
  • Page:
  • 1
  • 2

TOPIC: Cytori KK sold to Shirahama

Cytori KK sold to Shirahama 23 Apr 2019 07:09 #12820

  • fas
  • fas's Avatar Topic Author
  • Offline
  • Moderator
  • Moderator
  • May the fat be with you
  • Posts: 3356
  • Thank you received: 1116
On April 19, 2019, Cytori Therapeutics, Inc. (the “ Company ”) entered into an Asset and Share Sale and Purchase Agreement (the “ Purchase Agreement ”), dated as of April 19, 2019, with Seijirō Shirahama, pursuant to which, among other things, Mr. Shirahama agreed to purchase the Company’s Japanese subsidiary, Cytori Therapeutics, K.K. (the “ Japan Subsidiary ”), and substantially all of the Company’s Cell Therapy assets used in Japan.
Under the terms of the Purchase Agreement, the Company will receive $3,000,000 for the Japan Subsidiary and Cell Therapy assets. Both the Company and Mr. Shirahama have made customary representations, warranties and covenants in the Purchase Agreement, which is subject to termination by either the Company or Mr. Shirahama upon the occurrence of specified events. The transaction is expected to close on or before April 30, 2019, subject to the satisfaction or waiver of various conditions.
The Purchase Agreement has been filed with this Current Report on Form 8-K to provide investors and security holders with information regarding its terms. It is not intended to provide any other factual information about the Company or Mr. Shirahama. The representations, warranties and covenants contained in the Purchase Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such Purchase Agreement, and may be subject to important limitations agreed upon by the contracting parties, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of the Purchase Agreement. The representations and warranties may have been made for the purposes of allocating contractual risk between the parties to the agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors.
The foregoing description of the Purchase Agreement and the transactions contemplated thereby is subject to and qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is attached as Exhibit 2.1 hereto and the terms of which are incorporated herein by reference.

Please Log in or Create an account to join the conversation.

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:

Cytori KK sold to Shirahama 23 Apr 2019 07:15 #12821

  • fas
  • fas's Avatar Topic Author
  • Offline
  • Moderator
  • Moderator
  • May the fat be with you
  • Posts: 3356
  • Thank you received: 1116
The announcement (the above was the filed 8K)

Strategic focus on building a leading oncology company; Two transactions this month yielding $7MM
SAN DIEGO, April 23, 2019 (GLOBE NEWSWIRE) -- Cytori Therapeutics (NASDAQ: CYTX) (“Cytori” or the “Company”) today announced a transaction to divest certain cell therapy assets to Seijirō Shirahama of Tokyo, Japan yielding $3MM in non-dilutive funding to the Company, before related transaction expenses.

“This cell therapy asset sale strengthens the company’s ability to achieve a number of important objectives including – enabling us to focus on our clinical stage oncology pipeline while bringing in additional non-dilutive capital,” said Dr. Marc Hedrick, Cytori President & Chief Executive Officer.

This announcement follows an April 1, 2019 announcement stating that Cytori was to divest certain cell therapy assets to Lorem Vascular of Melbourne, Australia yielding $4MM in non-dilutive funding to the Company, before related transaction expenses.

Building our clinical stage oncology business

Our lead clinical stage asset, ATI-0918, is an important potential therapy for breast and ovarian cancer, multiple myeloma and Kaposi’s sarcoma. Our current development program is focused in Europe where we believe there is a potential market opportunity of $120 million annually. In Q1 2019, Cytori submitted a letter of intent to file a Marketing Authorization Application (MAA) to the European Medicines Agency (EMA) for ATI-0918. ATI-0918 is being developed as a generic version of Janssen’s Caelyx pegylated liposomal doxorubicin. The Company continues to evaluate potential development and commercialization partnering opportunities for ATI-0918 with a focus on Europe and China. European approval and launch of ATI-0918 is projected to be in late 2020.

Our second clinical stage oncology focused asset is ATI-1123, a phase II ready, patented, albumin-stabilized pegylated liposomal docetaxel. In 2018, the Company received an orphan drug designation from the U.S. FDA for the indication of small cell lung cancer and is pursuing a 505(b)(2) new drug application (NDA) pathway in the U.S. which may offer an accelerated clinical timeline and lower development cost. The Company is exploring near term development strategies and intends to advance this program aggressively in 2019.

Please Log in or Create an account to join the conversation.

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:

Cytori KK sold to Shirahama 23 Apr 2019 07:52 #12822

  • b767cpt
  • b767cpt's Avatar
  • Offline
  • Gold Boarder
  • Gold Boarder
  • Posts: 303
  • Thank you received: 4
Well Fas, it’s clear now that they feel the very survival of the company depends on ATI-0918.
Hopefully they will not let go of BARDA.

Please Log in or Create an account to join the conversation.

Cytori KK sold to Shirahama 23 Apr 2019 08:41 #12823

  • rodney.strongg
  • rodney.strongg's Avatar
  • Offline
  • Platinum Boarder
  • Platinum Boarder
  • Posts: 1361
  • Thank you received: 19

b767cpt wrote: Well Fas, it’s clear now that they feel the very survival of the company depends on ATI-0918.
Hopefully they will not let go of BARDA.

/

Unlikely now that BARDA will be long-term - hopefully, the contract can be sold.

Please Log in or Create an account to join the conversation.

Cytori KK sold to Shirahama 23 Apr 2019 09:50 #12824

  • Wall Street Titan
  • Wall Street Titan's Avatar
  • Offline
  • Platinum Boarder
  • Platinum Boarder
  • Posts: 898
  • Thank you received: 148
I guess the Avaya synergy of nanoencapsulation of extracellular vesicles is now a pipe dream? #disingenuous

Please Log in or Create an account to join the conversation.

Cytori KK sold to Shirahama 23 Apr 2019 10:11 #12825

  • myownhedgefund
  • myownhedgefund's Avatar
  • Offline
  • Platinum Boarder
  • Platinum Boarder
  • Posts: 2858
  • Thank you received: 204
I guess my comments are:

1. Not surprised at the pricing of this deal or the Lorem deal.
2. Seems Cytori did want more money this year RS....next up reverse split...LOL
3. Oh, and lets not forget the current $0.02 added to the PPS !!!!!!!

Please Log in or Create an account to join the conversation.

Cytori KK sold to Shirahama 23 Apr 2019 11:34 #12826

  • fas
  • fas's Avatar Topic Author
  • Offline
  • Moderator
  • Moderator
  • May the fat be with you
  • Posts: 3356
  • Thank you received: 1116

rodney.strongg wrote:

b767cpt wrote: Well Fas, it’s clear now that they feel the very survival of the company depends on ATI-0918.
Hopefully they will not let go of BARDA.

/

Unlikely now that BARDA will be long-term - hopefully, the contract can be sold.


Yes- the delay in commencing the clinic might be an indication that BARDA will be sold off too i.e cell tech bye bye.

One could argue, that once the buck starts rolling selling chemo therapy products, the obvious path to new developments would be the druggable nano-vesicle encapsulation products- we will have answers to that soon- if folks like John Fraser and Min Zhu are still employed by the Company, if not, that is not a very likely option. Those folks and Hedrick have the know-how.

Assuming this tech is superior, divestiture of CCT would make sense.

Note- the fact that insiders have been taken over the assets (Kerastem etc- former employees) must have some meaning....

Please Log in or Create an account to join the conversation.

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:

Cytori KK sold to Shirahama 23 Apr 2019 13:10 #12827

  • Wall Street Titan
  • Wall Street Titan's Avatar
  • Offline
  • Platinum Boarder
  • Platinum Boarder
  • Posts: 898
  • Thank you received: 148
No one in their right mind would purchase the BARDA Burn contract unless they want to burn $$$$. I expect Cytori will be forced to shut this down. Avita Medical already has FDA approval for a simplistic regenerative medicine burn treatment that is not only very effective, but SUBSTANTIALLY less expensive than any other burn treatment on the market. No lipo needed.

Please Log in or Create an account to join the conversation.

Cytori KK sold to Shirahama 23 Apr 2019 13:24 #12828

  • fas
  • fas's Avatar Topic Author
  • Offline
  • Moderator
  • Moderator
  • May the fat be with you
  • Posts: 3356
  • Thank you received: 1116

Wall Street Titan wrote: No one in their right mind would purchase the BARDA Burn contract unless they want to burn $$$$..


Your bashing exceed the boundaries of common sense, since the contract is a cost plus reimbursement program. How would that burn dollars? Assuming the acquisition price is as low as the other divestitures, with decent odds of success due to extensive pre-clinical evidence that it works.

Please Log in or Create an account to join the conversation.

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:

Cytori KK sold to Shirahama 23 Apr 2019 14:18 #12829

  • rodney.strongg
  • rodney.strongg's Avatar
  • Offline
  • Platinum Boarder
  • Platinum Boarder
  • Posts: 1361
  • Thank you received: 19

fas wrote:

Wall Street Titan wrote: No one in their right mind would purchase the BARDA Burn contract unless they want to burn $$$$..


Your bashing exceed the boundaries of common sense, since the contract is a cost plus reimbursement program. How would that burn dollars? Assuming the acquisition price is as low as the other divestitures, with decent odds of success due to extensive pre-clinical evidence that it works.

/

Fas, you are absolutely correct - also, I believe the Avita product was developed through BARDA and if it's so great, why would BARDA continue to fund the CYTX product.

Please Log in or Create an account to join the conversation.

Cytori KK sold to Shirahama 23 Apr 2019 15:44 #12830

  • Wall Street Titan
  • Wall Street Titan's Avatar
  • Offline
  • Platinum Boarder
  • Platinum Boarder
  • Posts: 898
  • Thank you received: 148
Fas,

Wasn't intending to bash but aking on a program that has little chance of commercial success is going to result in cash burn, starting with the initial investment. Cytori has seen the writing on the wall and abandoned its cell therapy model. The chart below is from an article I wrote in 2014,. Notice the timeline. There is no guarantee that this program will continue to get funding given Cytori's financial position and the success of Avita's FDA approved burn treatment. I could be wrong but the bottom line is that, IMHO, this program dies and no one steps up to take it over.
Attachments:

Please Log in or Create an account to join the conversation.

Cytori KK sold to Shirahama 23 Apr 2019 20:36 #12831

  • myownhedgefund
  • myownhedgefund's Avatar
  • Offline
  • Platinum Boarder
  • Platinum Boarder
  • Posts: 2858
  • Thank you received: 204
Yes, BARDA pays, mid single digit area if I am remembering correctly.
I do agree that if it has a positive finish , usage will be quite limited. A point I used to discuss at length with DOV back in the day.
My question is how do they fulfill a BARDA order now ? I know they said they still would have supplies post Lorem deal but enough celutions to fill a BARDA stocking order ? Will they have to contract with Lorem for the build ?

Please Log in or Create an account to join the conversation.

Cytori KK sold to Shirahama 24 Apr 2019 02:09 #12832

  • rongside
  • rongside's Avatar
  • Offline
  • Platinum Boarder
  • Platinum Boarder
  • Posts: 388
  • Thank you received: 196
Accessing supplies of machines and consumables for the US market/BARDA was one of the questions I posed to Cytori, for which I have yet to receive a reply.

The sale of Cytori Japan to an insider would/should normally raise serious conflict of interest issues.........?? If you read the agreement and in particular the section concerning how Shirahama (while still being CEO of CYTX Japan) is to seperately negotiate a supply contract with Lorem (clause 9 and 10) one gets the impression that all the ''good old boys'' got together and partitioned out the cellular business amongst themselves. No shock, this is par for the course eg. Bimini/Puregraft.

Here is a question for the Board of Directors : As stewards of our capital, what actions did you undertake to ensure that the proceeds from the sale of the company's major income earning subsidiary was the best that could have been achieved? Did you factor in the impending SUI data from the phase 3 trial ? Did you consider selling the global business to a single independent bidder instead of breaking it up between Lorem and Shirahama? Did you solicit any indications of interest for the business from outside LOREM and Shirahama?

Bear in mind that on 1st April (what a joke) at the time of the announcement of the Lorem deal Hedrick stated : “This transaction sale accomplishes a number of important objectives for the company,” said Dr. Marc Hedrick, Cytori President & Chief Executive Officer. “Most critically it allows us to further increase the focus on our clinical stage oncology pipeline while bringing in non-dilutive capital. We also are able to maintain our most valuable cell therapy assets, including Japan that has a forthcoming trial readout in our ADRESU trial.”

What happened in the last 22 days to make Shirahama decide to buy the company? What made made Hedrick accept it?

WST , my questions to you are : If ADRC and the Celution system were so useless, why did Shirahama, an insider cough up $3m to buy it ???????
and, Why did Lorem which had effectively sold most of its shares a long time ago, and had supposedly been fooled by Calhoon into investing so much money in a failure choose to front up with an additional $3M .......... I guess he must be a fool for throwing good money after bad............. not.

If CYTX is divesting out of the regenerative medicine space why not get rid of the US market ????? If money is important to go forward in the cancer treatment space why not sell it all. Transfer the BARDA contract, and sell the rights to the most lucrative market of all, the USA. Surely they could have commanded a higher price ? Of course given the TOTALLY UNACCEPTABLE QUALITY copy of the sales agreement between Lorem and Cytori it is impossible to determine exactly what has been sold !!!!! Perhaps the USA market has already been sold, and we just don't know it yet. I asked, no response yet.

Perhaps that was a bridge too far. The transfer/sale of the BARDA contract and US market would undoubtedly have raised too many questions from not only shareholders but quite possibly government agencies, and who needs that................ not management. Much easier to sell/transfer all the IP and production capacity for a pittance and continue to retain the BARDA contract, status quo maintained from a regulatory perspective. Nothing changes for BARDA, everything changes for the shareholder.

I would like to know who owns all the convertible notes CYTX issued and which have not yet been exercised. Perhaps one can have control without even having a significant shareholding.......... the question is who?

Research in the benefits from ADRC continue to excite researchers all over the world. Interesting how Hedrick appears to have lost interest.

Please Log in or Create an account to join the conversation.

Cytori KK sold to Shirahama 24 Apr 2019 03:11 #12833

  • rongside
  • rongside's Avatar
  • Offline
  • Platinum Boarder
  • Platinum Boarder
  • Posts: 388
  • Thank you received: 196
WST, as Fas noted the BARDA contract is effectively cost plus. BARDA determines whether it wants to continue financing the burn trials, not Cytori. Todate every indication is that they do. CYTX will probably continue to conduct the trials. To stop raises too many questions. No doubt our new partners (joke) Lim and Shirahama want the trial to continue, and it will.

As regards the financial prudence in commercialising any burn treatments you may well be correct. With the advent of Recell/Avita and Novosorb/Polynovo both of which have been funded by BARDA the burn/wound space is experiencing a spectacular advance. That does not preclude further significant advances. BARDA funded Cytori because they recognise the potential of ADRC to provide a systemic therapeutic effect that complements the other two treatments. This systemic effect holds promise in many ADDITIONAL indications beyond burns.

If the BARDA trial is succesful and confirmation of a positive effect occurs for burn patients via systemic infusion what are the ramifications? ........... HUGE !!!!! We know that ADRC have a positive clinical effect in a multitude of indications. Do you seriously believe that if ADRC are proven to work that they will not be valuable. ????? An FDA approved safe product opens the way to huge market opportunities in a number of directions and is invaluable.........

My concern is that this management has not been in control of its destiny for years. I fear they have already sold the US market and any benefits accruing from a positive BARDA trial. The question if true is, who bought it, and what are the terms of the supply agreement between CYTX and Lorem Vascular? These are questions that should be posed to the BoD in writing. They will never be posed by an anal(yst) at a conference call. :evil: :bash: :puke:

Please Log in or Create an account to join the conversation.

Cytori KK sold to Shirahama 24 Apr 2019 06:39 #12834

  • fas
  • fas's Avatar Topic Author
  • Offline
  • Moderator
  • Moderator
  • May the fat be with you
  • Posts: 3356
  • Thank you received: 1116
I have very limited time for limited and colored views, which are not supported by science, but would like to remind (again) that wound healing is multi-stage process. The RECELL process strongly supports re-epithelialization of the skin as depicted in the image below-



there is more to it though- the underlying tissue requires angiogenesis (blood flow) and immune modulation after the initial inflammatory process initiating the healing process- the ADRC mix with all its relevant components - endothelial-, smooth muscle cells and pericytes i.e. msc progenitors, is clearly complimentary and would support rapid healing, especially since it is proven that cells below the skin´s surface in subcutaneous tissue are not affected by burns and radiation. I wonder if that is also the case with skin cells of the skin´s surface in case of a nuclear calamity.
Attachments:

Please Log in or Create an account to join the conversation.

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:

Cytori KK sold to Shirahama 24 Apr 2019 08:15 #12835

  • Wall Street Titan
  • Wall Street Titan's Avatar
  • Offline
  • Platinum Boarder
  • Platinum Boarder
  • Posts: 898
  • Thank you received: 148
"WST , my questions to you are : If ADRC and the Celution system were so useless, why did Shirahama, an insider cough up $3m to buy it ???????
and, Why did Lorem which had effectively sold most of its shares a long time ago, and had supposedly been fooled by Calhoon into investing so much money in a failure choose to front up with an additional $3M .......... I guess he must be a fool for throwing good money after bad............. not."

Rongside, $3,000,000? How many hundreds of millions in R&D was invested into the cell therapy business? These numbers are pennies on the dollar. Technically. I stand corrected. These divested businesses were not worthless, Cytori got a few pennies back on the dollar on its close to a half a billion dollar investment.

Please Log in or Create an account to join the conversation.

Cytori KK sold to Shirahama 24 Apr 2019 08:27 #12836

  • Wall Street Titan
  • Wall Street Titan's Avatar
  • Offline
  • Platinum Boarder
  • Platinum Boarder
  • Posts: 898
  • Thank you received: 148
Fas, assuming you are correct, RECELL already works on on its own and competitively underpriced existing technologies while achieving better efficacy and no safety concerns. Do you think that an additional lipo procedure and the additional costs would be worth it for more rapid healing? It would be a very hard sell. Angiogenesis is taking place with RECELL system to the extent necessary or the results would not be as good as they are and FDA approval would not have been granted. Anyway, I predict Cytori will not bring the burn BARDA program to fruition and it is a high likelihood that no one else will either. Cytori has moved on from Regmed. They are now clearly a wannabe oncology company with severely limited resources and a large debt that must be paid off.

Please Log in or Create an account to join the conversation.

Cytori KK sold to Shirahama 24 Apr 2019 09:46 #12837

  • myownhedgefund
  • myownhedgefund's Avatar
  • Offline
  • Platinum Boarder
  • Platinum Boarder
  • Posts: 2858
  • Thank you received: 204
Another interesting aspect is why did Cytori keep all the debt ?

Otherwise, the wells of rights offerings and secondaries had run dry.
The ATM was restrained by market cap.
Cytori was in its usual spot of no $ and no leverage.
Talk of reverse mergers has gone on for some time. They even had that European company to explore possibilities. No one else wanted this. Its seems not even CC could find funding....although he didnt last in his shell company (also of "smart" Europeans) Anyone know where CC is now ? Maybe brushing up on oncology...LOL !!!

Please Log in or Create an account to join the conversation.

Cytori KK sold to Shirahama 24 Apr 2019 10:04 #12838

  • rodney.strongg
  • rodney.strongg's Avatar
  • Offline
  • Platinum Boarder
  • Platinum Boarder
  • Posts: 1361
  • Thank you received: 19
Any sale of the BARDA contract will require BARDA approval - if in fact they are still interested in the project, I am sure that they will require a reputable US buyer and neither a Lorem or Shirahama type buyer would fit that bill.

Please Log in or Create an account to join the conversation.

Cytori KK sold to Shirahama 24 Apr 2019 10:58 #12839

  • rongside
  • rongside's Avatar
  • Offline
  • Platinum Boarder
  • Platinum Boarder
  • Posts: 388
  • Thank you received: 196
WST, I am well aware of the hundreds of millions of dollars spent todate, sadly quite a few of them were mine (not millions). My point is not to cry over spilt milk. All I wish is to understand what has been sold and what remains with CYTX in the regenerative medicine space. If I am right and there is a distinct therapeutic response from the administration of ADRC then there is potential that is not reflected in the share price. Perhaps that is what Shimihara and Lim see. Perhaps that is what I see.

Recell is excellent, cheap and effective vis a vis the current standard of care. The SOC however is not set in stone. It can be improved upon.

Case in point the Novosorb product can provide a treament effect in cases where Recell, while effective, may not be optimum.
ADRC and Novosorb can act in a complimentary manner to supercharge wound healing, Recell also has a role to play. This is not an either or choice. All complex illnesses are treated with combinations of drugs, devices and medications. As for the additional cost of a lipo I would suggest that in the case of hospitalised patients suffering severe trauma the incremental cost is relatively inconsequential.

polynovo.com/products/btm/

My point in harping on about the sale of IP etc. is not to cling to some hope of being made whole again. That is unlikely. I simply want to know why this technology is being given away at what I believe are ridiculously low values to what appears to be friends and family. I would also like to know what remains in Cytori's possession. WHAT accrues to CYTX via the BARDA contract.?

I would love to know what sort of supply/pricing agreement they have with Lorem, and how hard the negotiations are/were.? Who is to say that the deal is not structured at a transfer of profits pricing rate, although I rather tend to believe that the US markets will also be given away prior to an meaningfull sales volume.. We have no idea what is going on.......

Please Log in or Create an account to join the conversation.

  • Page:
  • 1
  • 2
Time to create page: 0.495 seconds

Copyright Information

Copyright Fas Kuiters © 2016 young-foxes.com. All Rights Reserved.
This page is made with Joomla CMS and its various templates designed by Fas Kuiters with the excellent Themler tool.

 

 

Shared Spreadsheet Links

DOV´s Revised Projections for the Periods 2017 until 2020

Shareble link : HERE

Fas Kuiters Websites