Plus Therapeutics (PSTV) 8-K Entry into a Material Definitive Agreement

Exhibit 2.1

Pro-Forma Financial Information

Unaudited Pro Forma Condensed Financial Statements

 The unaudited pro forma condensed balance sheet has been prepared to reflect the disposition of our HYDROSORB™ surgical implant product line, a part of our MacroPore Biosurgery division, as if it occurred on March 31, 2007. The unaudited pro forma condensed statements of operations reflect the results of operations of Cytori Therapeutics for the year ended December 31, 2006 and the three months ended March 31, 2007 as if the disposition occurred on January 1, 2006.

 The unaudited pro forma condensed financial statements are presented for illustrative purposes only and are not necessarily indicative of the condensed financial position or results of operations in future periods or the results that actually would have been realized had the disposition actually occurred on January 1, 2006. The unaudited pro forma condensed financial statements, including the notes thereto, are qualified in their entirety by reference to, and should be read in conjunction with, the historical financial statements of Cytori Therapeutics, Inc. included in its: (a) Annual Report on Form 10-K for the year ended December 31, 2006; and (b) Quarterly Report on Form 10-Q for the quarter ended March 31, 2007.

CYTORI THERAPEUTICS, INC.
PRO FORMA CONDENSED BALANCE SHEET
MARCH 31, 2007
(UNAUDITED)
													Pro Forma
		Cytori Therapeutics, Inc.			MacroPore Biosurgery			Pro Forma Adjustments					Cytori Therapeutics, Inc.
Assets
Current assets:
Cash and cash equivalents	$	21,701,000		$	301,000		$	(3,175,000	)	(a	)	$	24,575,000
Short-term investments, available-for-sale		2,761,000			-			-					2,761,000
Accounts receivable, net of allowance for doubtful accounts of $3,000		233,000			204,000			-					29,000
Inventories, net		212,000			205,000			-					7,000
Other current assets		742,000			70,000			-					672,000
Total current assets		25,649,000			780,000			(3,175,000	)				28,044,000
Property and equipment held for sale, net		460,000			460,000			-					-
Property and equipment, net		4,028,000			4,000			-					4,024,000
Investment in joint venture		74,000			-			-					74,000
Other assets		417,000			59,000			-					358,000
Intangibles, net		1,244,000			-			-					1,244,000
Goodwill		4,387,000			465,000			-					3,922,000
Total assets	$	36,259,000		$	1,768,000		$	(3,175,000	)			$	37,666,000
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable and accrued expenses	$	5,059,000		$	83,000		$	-				$	4,976,000
Current portion of long-term obligations		949,000			142,000			-					807,000
Total current liabilities		6,008,000			225,000			-					5,783,000
Deferred revenues, related party		23,906,000			-			-					23,906,000
Deferred revenues		2,389,000			-			-					2,389,000
Option liability		1,100,000			-			-					1,100,000
Long-term deferred rent		692,000			45,000			-					647,000
Long-term obligations, less current portion		956,000			143,000			-					813,000
Total liabilities		35,051,000			413,000			-					34,638,000
Commitments and contingencies
Stockholders' equity:
Preferred stock; $0.001 par value; 5,000,000 authorized; -0- shares issued
and outstanding		-			-			-					-
Common stock; $0.001 par value; 95,000,000 shares authorized; 25,428,778
shares issued and 22,555,944 shares outstanding		25,000			-			-					25,000
Additional paid-in capital		123,726,000			20,915,000			(20,915,000	)	(b	)		123,726,000
Accumulated deficit		(112,129,000	)		(19,560,000	)		17,740,000		(b	)		(110,309,000	)
Treasury stock, at cost		(10,414,000	)		-			-					(10,414,000	)
Total stockholders' equity		1,208,000			1,355,000			(3,175,000	)				3,028,000
Total liabilities and stockholders' equity	$	36,259,000		$	1,768,000		$	(3,175,000	)			$	37,666,000

CYTORI THERAPEUTICS, INC.
PRO FORMA CONDENSED STATEMENT OF OPERATIONS
QUARTER ENDED MARCH 31, 2007
(UNAUDITED)
													Pro Forma
		Cytori Therapeutics, Inc.			MacroPore Biosurgery			Pro Forma Adjustments					Cytori Therapeutics, Inc.
Product revenues:
Sales to related party	$	280,000		$	280,000		$	-				$	-
Cost of product revenues		225,000			225,000			-					-
Gross profit (loss)		55,000			55,000			-					-
Development revenues:
Development, related party		-			-			-					-
Development		-			-			-					-
Research grants and other		45,000			-			-					45,000
		45,000			-			-					45,000
Operating expenses:
Research and development		4,996,000			104,000			(23,000	)	(c	)		4,915,000
Sales and marketing		546,000			42,000			(42,000	)	(d	)		546,000
General and administrative		3,166,000			-			-					3,166,000
Change in fair value of option liabilities		200,000			-			-					200,000
Total operating expenses		8,908,000			146,000			(65,000	)				8,827,000
Operating loss		(8,808,000	)		(91,000	)		65,000					(8,782,000	)
Other income (expense):
Interest income		197,000			-			-					197,000
Interest expense		(52,000	)		-			-					(52,000	)
Other income (expense), net		(4,000	)		-			-					(4,000	)
Equity loss from investment in joint venture		(2,000	)		-			-					(2,000	)
Total other income (expense)		139,000			-			-					139,000
Net loss	$	(8,669,000	)	$	(91,000	)	$	65,000				$	(8,643,000	)
Basic and diluted net loss per common share	$	(0.43	)									$	(0.43	)
Basic and diluted weighted average common shares		20,063,750											20,063,750

CYTORI THERAPEUTICS, INC.
PRO FORMA CONDENSED STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2006
(UNAUDITED)
													Pro Forma
		Cytori Therapeutics, Inc.			MacroPore Biosurgery			Pro Forma Adjustments					Cytori Therapeutics, Inc.
Product revenues:
Sales to related party	$	1,451,000		$	1,451,000		$	-				$	-
Cost of product revenues		1,634,000			1,634,000			-					-
Gross profit (loss)		(183,000	)		(183,000	)		-					-
Development revenues:
Development, related party		5,905,000			-			-					5,905,000
Development		152,000			151,000			(151,000	)	(e	)		152,000
Research grants and other		419,000			-			-					419,000
		6,476,000			151,000			(151,000	)				6,476,000
Operating expenses:
Research and development		21,977,000			1,229,000			(227,000	)	(c	)		20,975,000
Sales and marketing		2,055,000			267,000			(231,000	)	(d	)		2,019,000
General and administrative		12,547,000			-			-					12,547,000
Change in fair value of option liabilities		(4,431,000	)		-			-					(4,431,000	)
Total operating expenses		32,148,000			1,496,000			(458,000	)				31,110,000
Operating loss		(25,855,000	)		(1,528,000	)		307,000					(24,634,000	)
Other income (expense):
Gain on sale of business								(1,820,000	)	(f	)		1,820,000
Interest income		708,000			-			-					708,000
Interest expense		(199,000	)		-			-					(199,000	)
Other income (expense), net		(27,000	)		-			-					(27,000	)
Equity loss from investment in joint venture		(74,000	)		-			-					(74,000	)
Total other income (expense)		408,000			-			(1,820,000	)				2,228,000
Net loss	$	(25,447,000	)	$	(1,528,000	)	$	(1,513,000	)			$	(22,406,000	)
Basic and diluted net loss per common share	$	(1.53	)									$	(1.35	)
Basic and diluted weighted average common shares		16,603,550											16,603,550

CYTORI THERAPEUTICS, INC.

NOTES TO PRO FORMA CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

1. Basis of Presentation

The accompanying unaudited condensed pro forma financial statements are based on adjustments to Cytori’s historical financial statements to give effect to the disposition through pro forma adjustments described in Note 2 below. The unaudited condensed pro forma balance sheet assumes the disposition had occurred on March 31, 2007. The unaudited condensed pro forma statements of operations assume the disposition had occurred on January 1, 2006. These results of operations are not necessarily indicative of results that would have occurred had the disposition actually occurred on January 1, 2006 or the results that may be attained in the future.

Certain information normally included in financial statements prepared in accordance with generally accepted accounting principles has been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission. The unaudited condensed pro forma financial statements should be read in conjunction with the historical audited financial statements of Cytori Therapeutics, Inc.

The information in the unaudited condensed pro forma statements of operations for the year ended December 31, 2006, and for the three months ended March 31, 2007, has been derived from the audited statement of operations of Cytori for the year ended December 31, 2006 and the unaudited statement of operations of Cytori for the three months ended March 31, 2007. The information in the unaudited condensed pro forma balance sheet as of March 31, 2007 has been derived from the unaudited condensed balance sheet as of March 31, 2007.

2. Use of Estimates

The following unaudited pro forma adjustments have been made to the historical financial statements:

BALANCE SHEET

(a) To reflect the cash received for the business disposed of.

(b) To reflect an estimate of equity adjustments due to the business disposed of.

STATEMENTS OF OPERATIONS

(c) To reflect estimated research and development costs related to our Surgiwrap business.

(d) To reflect estimated sales and marketing costs related to our Surgiwrap business.

(e) To reflect the development revenues related to our Surgiwrap business.

(f) To reflect the estimated gain on the sale of business.