On March 9, 2009, Cytori Therapeutics, Inc., a Delaware corporation (the “Company”), entered into subscription agreements with certain institutional investors (the “Subscription Agreements”) relating to the offering and sale of a total of 4,771,174 shares of its common stock (the “Shares”) and warrants to purchase up to a total of 6,679,644 additional shares of its common stock (the “Warrants”) at a purchase price of $2.10 per unit, with each unit consisting of one (1) Share and one and four-tenths (1.4) Warrants (the “Offering”). The Warrants will not be exercisable until six months after the date of issuance and will expire five years after the date the warrants are first exercisable. The Warrants will have an exercise price of $2.59 per share, which was the consolidated closing bid price of the Company’s common stock on March 9, 2009, as reported by NASDAQ. The Shares and the Warrants are immediately separable and will be issued separately.
Piper Jaffray & Co. (“Piper Jaffray”) acted as the Company’s placement agent for the Offering pursuant to a placement agency agreement entered into with the Company on March 9, 2009 (the “Placement Agency Agreement”). Under the Placement Agency Agreement, the Company agreed to pay Piper Jaffray an aggregate fee equal to 6.0% of the gross proceeds from the offering. The Company also agreed to pay the fees, disbursements and other charges of counsel to Piper Jaffray.
The Company expects to complete the Offering on or about March 13, 2009, subject to the satisfaction of customary closing conditions, and expects to raise approximately $9.3 million, net of the placement agency fee and other estimated offering expenses, from the sale of the units. The Company may raise up to an additional $17.3 million in connection with Warrant exercises from time to time during the period the Warrants are exercisable.
The Offering was made pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-157023), which was declared effective by the Securities and Exchange Commission on February 11, 2009. The Company, pursuant to Rule 424(b) under the Securities Act of 1933, 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 brief description of the material terms of the Subscription Agreements, 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 form of Subscription Agreement, the form of Warrant and the Placement Agency Agreement, which are filed as Exhibits 10.63, 4.2 and 10.64, respectively, to this Current Report and incorporated herein by reference. This Current Report contains forward-looking statements that involve risk and uncertainties, such as statements related to the anticipated closing of the Offering and the amount of net proceeds expected from the Offering. The risks and uncertainties involved include the Company’s ability to satisfy certain conditions 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, including its annual report on Form 10-K for the year ended December 31, 2008.
Item 9.01 Financial Statements and Exhibits.
