UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 20, 2001
Cytomedix, Inc.
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(Exact name of registrant as specified in charter)
Delaware 0-28443 23-3011702
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(State of (Commission (IRS Employer
Organization) File Number) Identification No.)
Three Parkway North
Deerfield, Illinois 60015
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(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number, including area code: (847) 405-7800
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Former name or former address, if changed since last report: Not Applicable
Item 5. OTHER EVENTS
Effective January 2, 2001, we acquired certain technology and other
assets of Curative Health Services, Inc. and CHS Services, Inc. pursuant to an
amended and restated asset purchase agreement. The technology and other assets
acquired by us include the intellectual property rights related to the
development and production of Curative's proprietary wound treatment agent,
Procuren, and related production equipment, leasehold improvements and certain
other fixed assets. The consideration paid by us to Curative and CHS at closing
included $3,782,571 in the form of cash and a promissory note. We financed the
purchase price through a combination of a loan from Curative evidenced by a 10%
convertible secured promissory note, issued by us to Curative in the aggregate
principal amount of $1,682,571, and loans from three lenders in the aggregate
principal amount of $2,100,000, also evidenced by convertible secured promissory
notes. We also issued warrants to Curative and the lenders.
The convertible secured promissory notes matured on April 15, 2001. We
did not make payments on the notes on the maturity date; however, on April 20,
2001, we entered into a Consent, Waiver, Payoff and Exchange Agreement with
Curative and each of the three lenders providing for the partial pay-off of the
notes and the extension of the maturity date of the notes until April 15, 2002.
Under the terms of this agreement, we paid to Curative and the lenders a total
of $1,325,000 from the proceeds of an offering of 12% convertible promissory
notes described below, reducing the outstanding amount of the notes. One of the
lenders also elected to convert $100,000 principal amount of its note into
100,000 shares of our common stock. In addition, a group of third-party
investors purchased the remaining outstanding convertible secured promissory
notes from the lenders, and agreed to subordinate these notes to our newly
issued 12% convertible promissory notes. This same group of investors also
loaned Cytomedix an additional $312,000 by increasing the outstanding principal
amount of the assigned notes. As consideration for subordinating the assigned
notes and for extending the maturity date of these notes, we issued to certain
of these third-party investors warrants representing the right to purchase an
aggregate of 364,140 shares of our common stock on the same terms and conditions
as the warrants issued to the original note holders. We have agreed to register
with the Securities and Exchange Commission the shares of common stock
underlying the warrants.
On April 23, 2001, we completed a private placement of 12% convertible
secured promissory notes referred to above, maturing April 23, 2005, for
aggregate net proceeds of $1,325,000. We used all of these proceeds to pay down
the 10% convertible secured promissory notes as described above. We may issue
additional debt securities, although we cannot assure you that we will be able
to raise any additional financing. We will use any proceeds received from
additional borrowings to pay off the remaining outstanding balance on the note
held by Curative; to pay off the remaining outstanding balance on the notes
held by the third party investors; and to provide funds for general corporate
operating needs. We have agreed to register with the Securities and Exchange
Commission the shares of common stock underlying the 12% convertible promissory
notes.
On April 20, 2001, we entered into a common stock purchase agreement
with Fusion Capital Fund II, LLC. Under this agreement, Fusion Capital has
committed to purchase up to $14.7 million of our common stock over a five
hundred sixty trading day period, subject to a one
time extension of one hundred and twenty trading days at our election. Upon
satisfaction of certain conditions, including having a registration statement
declared effective by the SEC covering the resale of these shares, for each
successive 20 trading day period during the term of the agreement, Fusion will
purchase from us an aggregate of $525,000 of our common stock, subject to
aggregate beneficial ownership limitations, at a purchase price equal to the
lesser of (i) the lowest sale price of our common stock on the purchase date or
such other date of determination, or (ii) the arithmetic average of any two
closing sale prices for our common stock, as selected by Fusion Capital, during
the 12 consecutive trading days preceding the purchase date or other date of
determination. In consideration for Fusion Capital's purchase commitments, we
have issued to Fusion Capital a warrant representing the right to purchase
1,189,320 shares of our common stock. The warrant has an exercise price of $1.00
per share and remains exercisable for 5 years. Subject to certain exceptions,
upon exercise of the warrant, Fusion Capital has committed not to transfer or
sell any shares issued to it during the term of the common stock purchase
agreement. We have agreed to register with the Securities and Exchange
Commission all of the shares issuable to Fusion Capital under this Common Stock
Purchase Agreement. The net proceeds from this equity line of credit arrangement
will be used primarily to refinance short-term indebtedness incurred in
connection with our purchase from Curative as described above; to fund our
current operations; to meet our working capital needs in connection with
expanding our sales and marketing programs for our therapies; and to apply for
and obtain governmental regulatory and reimbursement approvals for our platelet
based growth factor therapies. Fusion Capital has the right to terminate this
Common Stock Purchase Agreement upon the occurrence of certain events of default
as set forth in the agreement.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired.
Not applicable.
(b) Unaudited Pro Forma Combined Financial Information.
Not applicable.
(c) Exhibits.
10.1 Consent, Waiver, Payoff and Exchange Agreement dated
April 20, 2001, by and among Cytomedix, Inc.,
Curative Health Services, Inc., Bel-Cap Delaware,
LLC, Bristol Investment Fund, Ltd. and TSENVI, LLC.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Cytomedix, Inc.
By: /s/ James A. Cour
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James A. Cour
Chief Executive Officer and President
Date: April 27, 2001