U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2000
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________ to ___________
Commission file number 0-28443
CYTOMEDIX, INC.
- --------------------------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
Delaware 23-3011702
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Three Parkway North, Deerfield, Illinois 60015
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(Address of principal executive offices)
(847) 405-7800
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(Issuer's telephone number, including area code)
- --------------------------------------------------------------------------------
(Former name, former address, and former fiscal year,
if changed since last report)
Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. YES [ X ] NO [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:
COMMON STOCK, $.0001 PAR VALUE: 10,538,875
AS OF NOVEMBER 14, 2000
Transitional Small Business Disclosure Format (check one): YES [ ] NO [X]
CYTOMEDIX, INC.
TABLE OF CONTENTS
Page
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements 3
Condensed Balance Sheets as of September 30, 2000 (unaudited) and December 31, 1999 3
Condensed Statements of Operations for the three months and nine months ended September 30, 4
1999 and 2000 (unaudited) and for the period December 11, 1998 (date of inception) through
September 30, 2000 (unaudited)
Condensed Statements of Cash Flows for the nine months ended September 30, 1999 and 2000 5
(unaudited) and for the period December 11, 1998 (date of inception) through September 30,
2000 (unaudited)
Notes to Condensed Financial Statements (unaudited) 6
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 10
Overview 10
Results of Operations 11
Liquidity and Capital Resources 14
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 17
Item 2. Change in Securities and Use of Proceeds 17
Item 3. Default Upon Senior Securities 17
Item 4. Submission of Matters to a Vote of Security Holders 17
Item 5. Other Information 17
Item 6. Exhibits and Reports on Form 8-K 18
2
PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CYTOMEDIX, INC.
(A DEVELOPMENT STAGE ENTITY)
Condensed Balance Sheets
ASSETS
------
December 31, September 30,
1999 2000
------------ ------------
(Unaudited)
Current Assets
Cash $ 123,795 $ 4,198,266
Receivables and prepaid expenses 66,876 417,855
Note receivable - related party 5,500 195,445
------------ ------------
Total Current Assets 196,171 4,811,566
Property and Equipment, Net 65,616 494,031
Prepaid Expenses and Deposits 16,166 150,567
------------ ------------
$ 277,953 $ 5,456,164
============ ============
LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY
----------------------------------------------
Current Liabilities
Short-term borrowings and current portion of long-term debt $ 39,640 $ 110,902
Notes payable and advances - related party 125,052 87,083
Accounts payable and accrued expenses 214,460 496,664
Deferred revenue 30,000 30,000
------------ ------------
Total Current Liabilities 409,152 724,649
Long-Term Liabilities 90,545 45,397
------------ ------------
Total Liabilities 499,697 770,046
------------ ------------
Commitment and Contingencies -- --
Mandatorily redeemable Series A 5% cumulative preferred stock;
$.0001 par value; $1 liquidation value; authorized, issued and
outstanding - 1,625,000 shares 1,625,000 1,625,000
------------ ------------
Stockholders' (Deficit) Equity
Series B preferred stock
$.0001 par value; $.0001 liquidation value; authorized
7,500,000 shares; at September 30, 2000 issued and
outstanding - 5,115,000 shares 600 512
Common stock; $.0001 par value; authorized - 40,000,000
shares; at September 30, 2000 issued and
outstanding - 10,538,875 shares 861 1,054
Additional paid-in capital 10,005,641 44,881,211
Stock subscription note receivable (55,500) (1,000)
Deferred compensation (5,575,833) (20,745,210)
Deficit accumulated in the development stage (6,222,513) (21,075,449)
------------ ------------
Total Stockholders' (Deficit) Equity (1,846,744) 3,061,118
------------ ------------
$ 277,953 $ 5,456,164
============ ============
See notes to condensed financial statements
3
CYTOMEDIX, INC.
(A DEVELOPMENT STAGE ENTITY)
Condensed Statements of Operations
December 11,
1998
Three Months Ended Nine Months Ended (Date of Incep-
September 30, September 30, tion) through
------------------------------------------------------------ September 30,
1999 2000 1999 2000 2000
------------ ------------ ------------ ------------ ------------
(Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited)
Revenues $ -- $ 73,264 $ 1,100 $ 237,601 $ 246,201
Cost of Sales -- 15,840 -- 52,167 78,037
------------ ------------ ------------ ------------ ------------
Gross Profit -- 57,424 1,100 185,434 168,164
Operating Expenses
Salaries and wages 300,944 2,421,999 746,952 5,267,464 6,282,977
Consulting expense 928,581 1,802,937 928,581 7,834,335 9,800,698
Professional fees 54,882 492,420 54,882 1,091,603 1,373,530
Merger costs -- -- -- -- 2,678,700
General and administrative expenses 2,949 435,169 118,387 927,604 1,174,750
------------ ------------ ------------ ------------ ------------
Total Operating Expenses 1,287,356 5,152,525 1,848,802 15,121,006 21,310,655
------------ ------------ ------------ ------------ ------------
Loss from Operations (1,287,356) (5,095,101) (1,847,702) (14,935,572) 21,142,491
------------ ------------ ------------ ------------ ------------
Other (Income) Expense
Interest expense 2,641 3,107 2,641 9,141 12,034
Interest income (802) (61,234) (802) (152,715) (153,148)
------------ ------------ ------------ ------------ ------------
Total Other (Income) Expense, Net 1,839 (58,127) 1,839 (143,574) (141,114)
------------ ------------ ------------ ------------ ------------
Net Loss (1,289,195) (5,036,974) (1,849,541) (14,791,998) (21,001,377)
Preferred Dividend on Series A
Preferred Stock -- 20,314 -- 60,938 74,072
------------ ------------ ------------ ------------ ------------
Net loss to common stockholders $ (1,289,195) $ (5,057,288) $ (1,849,541) $(14,852,936) $(21,075,449)
============ ============ ============ ============ ============
Basic and Diluted Loss Per Common
Share $ (0.38) $ (.48) $ (0.45) $ (1.46)
============ ============ ============ ============
Weighted Average Shares Outstanding 3,382,050 10,538,875 4,156,250 10,140,238
============ ============ ============ ============
See notes to condensed financial statements
4
CYTOMEDIX, INC.
(A DEVELOPMENT STAGE ENTITY)
Condensed Statements of Cash Flows
December 11,
Nine Months Ended 1998 (Incep-
September 30, tion) through
---------------------------- September 30,
1999 2000 2000
------------ ------------ ------------
(Unaudited) (Unaudited) (Unaudited)
Cash Flows from Operating Activities
Net loss $ (1,849,541) $(14,791,998) $(21,001,377)
------------ ------------ ------------
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities
Depreciation and amortization 3,978 47,790 51,845
Consulting expense recorded for issuance of warrants
and options under service agreement 872,850 7,508,000 9,361,801
Compensation expense recorded for issuance of stock
options under stock option plan - employees and officer 556,875 4,249,566 4,992,066
Compensation expense recorded for the assumption of
debt of an officer - related party 67,000 -- 67,000
Merger expenses recorded for issuance of common stock
in connection with merger with Informatix -- -- 2,678,700
Changes in assets 4,448 (668,587) (726,233)
Changes in liabilities 7,861 204,632 438,564
------------ ------------ ------------
Total Adjustments 1,513,012 11,341,401 16,863,743
------------ ------------ ------------
Net Cash Used in Operating Activities (336,529) (3,450,597) (4,137,634)
------------ ------------ ------------
Cash Flows from Investing Activities
Purchase of equipment -- (476,205) (494,281)
Cash acquired in merger with Informatix -- -- 398,934
(Advances to) repayment from employees/related parties (6,470) (6,739) (13,759)
------------ ------------ ------------
Net Cash Used in Investing Activities (6,470) (482,944) (109,106)
------------ ------------ ------------
Cash Flows from Financing Activities
Proceeds from line of credit -- 76,276 100,000
Repayments on long-term debt (7,092) (14,528) (25,296)
Proceeds from notes payable - stockholders 123,375 -- 193,324
Repayment of notes payable - stockholders -- (56,969) (271,469)
Proceeds from sale of common stock, net of offering costs paid 354,687 8,003,233 8,448,447
------------ ------------ ------------
Net Cash Provided by Financing Activities 470,970 8,008,012 8,445,006
------------ ------------ ------------
Net Increase in Cash 127,971 4,074,471 4,198,266
Cash, Beginning of Period 92 123,795 --
------------ ------------ ------------
Cash, End of Period $ 128,063 $ 4,198,266 $ 4,198,266
============ ============ ============
Cash Paid for Interest $ 2,641 $ 9,141 $ 13,399
============ ============ ============
Cash Paid for Income Taxes $ -- $ -- $ --
============ ============ ============
See notes to condensed financial statements
5
CYTOMEDIX, INC.
(A DEVELOPMENT STAGE ENTITY)
Notes to Condensed Financial Statements
(Unaudited)
NOTE 1 - BASIS OF PRESENTATION
The financial statements included herein have been prepared by Cytomedix,
without audit, pursuant to the rules and regulations of the Securities and
Exchange Commission. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to such rules and
regulations. These financial statements should be read in conjunction with the
financial statements and notes thereto included in the Cytomedix's Annual Report
on Form 10-KSB for the fiscal year ended December 31, 1999.
In the opinion of Cytomedix's management, the accompanying unaudited
condensed financial statements contain all adjustments, consisting solely of
those adjustments which are of a normal recurring nature, necessary to present
fairly its financial position as of September 30, 2000 and the results of its
operations and its cash flows for the interim periods presented and the period
from December 11, 1998 (inception) through September 30, 2000.
The results of operations for the interim periods presented herein are not
necessarily indicative of the results to be expected for the entire fiscal year.
Cytomedix is a development stage enterprise, and accordingly, certain
additional financial information is required to be included in the financial
statements from the inception of Cytomedix to the current balance sheet date.
The combination of Cytomedix and AuTologous Wound Therapy, Inc. in November
1999 has been treated as a recapitalization of Cytomedix. Cytomedix was the
legal acquirer in the merger. AuTologous Wound Therapy, Inc. was the accounting
acquirer since its shareholders acquired a majority ownership interest in
Cytomedix. Consequently, the historical financial information included in these
financial statements prior to November 1999 is that of AuTologous Wound Therapy,
Inc. All significant intercompany transactions and balances have been
eliminated. Pro forma financial information is not presented since the
combination is a recapitalization and not a business combination.
Basic and diluted loss per share was calculated based upon the net loss
available to common shareholders divided by the weighted average number of
shares of common stock outstanding during the period. Options and warrants to
purchase common stock are not included in the computation of diluted loss per
share because the effect of these instruments would be anti-dilutive for loss
periods presented.
NOTE 2 - COMMITMENTS AND CONTINGENCIES
On January 12, 2000, Cytomedix and The Kriegsman Group entered into a
three-year consulting agreement, whereby Kriegsman agreed to assist Cytomedix in
recruiting members for its Board of Directors, Advisory Board and senior
executives to complete Cytomedix's management team. In consideration for these
services, Kriegsman received a non-refundable consulting fee of $25,000 and is
entitled to additional consulting fees up to a maximum of $25,000 per month if
certain conditions of the agreement are met. The monthly consulting fee will
commence once these conditions are met and continues over the term of the
agreement. For signing the agreement in January 2000, Kriegsman received options
to purchase 150,000 shares of common stock of Cytomedix. The options have a term
of five years and an exercise price of $4.00 per share. Cytomedix has agreed to
register the common stock underlying these options under certain conditions as
outlined in the agreement. Kriegsman is also entitled to receive additional
options to purchase up to a maximum of 450,000 shares of common stock with a
term of five to eight years and an exercise price of $4.00, based on Kriegsman
meeting certain performance criteria as outlined in the agreement, or
alternatively, upon the first and second anniversary dates of the agreement.
6
CYTOMEDIX, INC.
(A DEVELOPMENT STAGE ENTITY)
Notes to Condensed Financial Statements
(Unaudited)
NOTE 2 - COMMITMENTS AND CONTINGENCIES (CONTINUED)
Cytomedix agreed that Kriegsman met certain of his performance obligations and
in March 2000 issued to him options to purchase 275,000 shares of its common
stock. In September 2000, Cytomedix agreed that Kriegsman's remaining
contractual conditions have been met and therefore issued 175,000 options to
Kriegsman as required by the agreement (see Note 4).
The agreement also calls for Kriegsman to receive a fee of 8% of the
proceeds raised from any equity or debt placement initiated by Kriegsman (see
Note 3). In the first quarter of 2000, Kriegsman raised $2,650,000 and
consequently received a fee of approximately $213,000. Cytomedix has also agreed
to issue Kriegsman warrants representing the rights to purchase 10% of the
shares issued in the equity placement (or shares into which debt is
convertible). Thus, Cytomedix, Inc. issued to Kriegsman warrants for 26,500
shares of Cytomedix's common stock with an exercise price equal to the offering
price of $10.00 per share. The warrants will have a term of five years. In the
event Kriegsman arranges for the merger, sale or acquisition of Cytomedix, then
all remaining outstanding options shall immediately vest and Kriegsman will be
paid a success fee on the closing of the transaction equal to 6% of the value of
the consideration received in such transaction by Cytomedix or its stockholders.
In September 2000, Cytomedix and BDR Consulting, Inc. ("BDR") amended their
consulting agreement. The parties agreed to place an upper limit on the
consulting fees payable to BDR of $10,000 per month if the Company attains
rolling gross annual revenues over $7.5 million. In consideration for agreeing
to the maximum limit on the consulting fee, Cytomedix granted to BDR an
immediately exercisable option to purchase 72,056 shares of its common stock,
with an exercise price of $7.69 per share. The option expires on October 31,
2004. Cytomedix recorded deferred compensation cost of $500,000 for the value of
the option, which it will amortize on a straight-line basis through October 31,
2004. At September 30, 2000, $490,000 of this amount was included in deferred
compensation.
NOTE 3 - CAPITAL STOCK ACTIVITY
In February 2000, Cytomedix completed a private placement offering to one
accredited investor. The private placement offering was for 250,000 shares of
Cytomedix's common stock at $3.00 per share, raising gross proceeds of $750,000.
Costs paid for investment banking fees relating to this offering amounted to
$75,000.
In March 2000, Cytomedix completed another private placement offering of
its common stock. Cytomedix sold 771,500 shares of its common stock at $10.00
per share, raising gross proceeds of $7,715,000. In connection with this private
placement, Cytomedix paid investment banking fees of approximately $441,267. In
addition, 20,000 shares of Cytomedix's common stock were issued to two separate
investment bankers as placement fees; and warrants for 26,500 shares of common
stock were issued as a placement fee pursuant to an agreement between Kriegsman
(see Note 2) and Cytomedix, based on gross funds raised by Kriegsman. This
private placement also completed the requirements of the Agreement of Merger and
Reorganization between Cytomedix and old AuTologous Wound Therapy, whereby
Cytomedix was required to raise gross proceeds of $1,200,000 in a series of
private placements over one year following the merger. The merger agreement
called for the conversion of three shares of Series B preferred stock into three
shares of Cytomedix's common stock for each share of common stock sold in
private placements to raise the $1,200,000. Therefore, Cytomedix, issued 885,000
shares of its common stock in conversion of 885,000 shares of Series B preferred
stock.
Cytomedix has 1,625,000 shares of Series A 5% cumulative preferred stock
outstanding, with a par value of $.0001, a liquidation preference of $1.00 per
share and pays a 5% cumulative dividend on the liquidation value. The Series A
preferred stock has a mandatory redemption feature, whereby at the earlier of
seven years after
7
CYTOMEDIX, INC.
(A DEVELOPMENT STAGE ENTITY)
Notes to Condensed Financial Statements
(Unaudited)
NOTE 3 - CAPITAL STOCK ACTIVITY (CONTINUED)
issuance or Cytomedix meeting certain performance criteria, Cytomedix is
obligated to redeem the shares in cash at the liquidation value plus all
accrued and unpaid dividends. Cytomedix may, in its sole discretion, pay the
dividends in cash or in common stock of Cytomedix. Each share of Series A
preferred stock has one vote in all matters voted on by holders of the common
stock of Cytomedix. As of September 30, 2000, Cytomedix had accrued cumulative
preferred dividends in the amount of $74,071.
NOTE 4 - OPTIONS AND WARRANTS GRANTED
During the quarter ended March 31, 2000, Cytomedix issued 425,000 options
to Kriegsman according to the terms of the agreement (See Note 2). Cytomedix
recorded consulting expense in the amount of $4,985,000 in connection with the
issuance of these options. In addition, Kriegsman was issued warrants for 26,500
shares of Cytomedix's common stock as per the agreement (See Note 2). The
issuance of these warrants was considered to be a cost of raising capital.
Therefore, the warrants were recorded by an increase and corresponding decrease
to additional paid in capital.
Cytomedix recorded consulting expense in the amount of $338,500 in
connection with the issuance of options to purchase 50,000 shares of common
stock granted to Sigma Healthcare Consulting in January 2000. The options have
an exercise price of $4.00 per share and a term of five years.
In March 2000, Cytomedix issued options to purchase 1,600,000 shares of
Cytomedix's common stock to four new executives under their respective
employment agreements with Cytomedix. In addition, in June 2000, Cytomedix
issued options to purchase 400,000 shares of Cytomedix's common stock to two new
executives under their respective employment agreements with Cytomedix. All the
aforementioned options have an exercise price of $7.00 per share. The deferred
compensation related to the options will be amortized ratably over the three
year vesting periods, ending on either December 31, 2002 or June 30, 2003,
according to the respective agreements. However, all options shall become
immediately exercisable at such time that certain criteria are met as set forth
in the respective agreements.
The 2,000,000 options issued to Cytomedix's executives have anti-dilution
provisions, which will prevent the value of the options from being reduced
should Cytomedix issue any type of equity security, or act in any other way that
would immediately reduce the value of the options. Therefore, as a result of the
March 2000 private placement, Cytomedix was required under the anti-dilution
provisions to issue 173,440 additional options to four of the six new
executives. The options to purchase shares expire ten years from the date each
option becomes exercisable. Cytomedix recorded $19,326,628 of deferred
compensation in connection with the 2,173,440 options issued to the six new
executives. As of September 30, 2000 Cytomedix had amortized approximately
$3,480,563 of the above deferred compensation.
During the first quarter, Cytomedix issued options to purchase 45,000
shares of Cytomedix's common stock to other employees. These options have
exercise prices ranging from $4.00 to $5.00 per share. The options all carry
terms of five years from the date of issuance, and vest 12 months after
issuance. Cytomedix recorded $478,063 of deferred compensation in connection
with the issuance, $106,417 of which was expensed as compensation during the
third quarter. The remaining balance of $140,185 will be ratably expensed over
the vesting period. In August and September 2000, certain employees resigned and
their options cumulatively totaling 10,000 shares were cancelled, in accordance
with the terms of their option grants. As a result, Cytomedix reversed related
deferred compensation and expense amounts.
8
CYTOMEDIX, INC.
(A DEVELOPMENT STAGE ENTITY)
Notes to Condensed Financial Statements
(Unaudited)
NOTE 4 - OPTIONS AND WARRANTS GRANTED (CONTINUED)
During the third quarter, Cytomedix determined that the remaining
conditions in the Kriegsman consulting agreement have been satisfied and
therefore issued 175,000 options to Kriegsman pursuant to the terms of the
agreement. Cytomedix recorded consulting expense on the amount of $1,424,500 in
connection with the Balance of these options. These options have an exercise
price of $4.00 per share, have a term of 5 years from the date of issuance, and
vest at 150,000 options on January 22, 2001 and at 25,000 options on January
2002 (see Note 2).
NOTE 5 - LOSS PER SHARE
As of September 30, 1999 and 2000 Cytomedix had issued and issuable
warrants and options to acquire 1,250,000 and 4,704,546 shares of common stock
of Cytomedix, respectively, with exercise prices ranging from $.0002 to $10.00
per share. These options and warrants were not included in the calculation of
weighted average common stock outstanding as of September 30, 1999 and 2000
because the effect would have been anti-dilutive to the presentation of loss per
share.
NOTE 6 - LONG-TERM INCENTIVE PLAN
Cytomedix has amended and restated its original non-qualified stock option
plan to a long-term incentive plan covering its employees, directors, officers,
consultants and independent contractors. The plan provides for the compensation
committee of the board of directors to have authority over all aspects of the
plan and for each award granted. All options and grants made under the former
non-qualified plan are now subject to the new plan, which provides for awards of
stock appreciation rights, options and incentive options, unit grants, dividend
equivalents and restricted stock. The plan is limited to making awards up to 15%
of the fully diluted common stock of Cytomedix as of the effective date of board
approval of the plan.
NOTE 7 - CURATIVE TRANSACTION
On October 12, 2000, Cytomedix and its affiliates executed a definitive
asset purchase agreement with Curative Health Services, Inc. ("Curative") to
acquire the intellectual property rights related to development and production
of Curative's chronic wound treatment agent, Procuren, to purchase from Curative
all production equipment, leasehold improvements and certain other assets, and
to hire Curative employees associated with Procuren production (the "Procuren
Acquisition"). The purchase price is approximately $3.9 million payable at the
date of closing.
Simultaneouly with the execution of the asset purchase agreement, the
affiliates of Cytomedix expect to enter into supply and royalty agreements with
Curative. Under the supply agreement, the affiliates of Cytomedix would be
responsible for supplying all of Curative's requirements for Procuren. Curative
would have the exclusive right to sell Procuren to third party end-users in the
United States; the affiliates of Cytomedix would have the unrestricted right to
sell Procuren outside of the United States. Cytomedix would sell Procuren to
Curative at fixed prices based on the number of units sold to Curative, plus a
certain percentage of its facility lease costs and expenses. The supply
agreement would remain in effect until the affiliates of Cytomedix receive
approval from the U.S. Food and Drug Administration ("FDA") to market and sell
the Procuren product. Under the royalty agreement, the affiliates of Cytomedix
would pay a royalty to Curative for sales to customers other than Curative equal
to a fixed percentage of sales of Procuren in certain countries, so long as the
affiliates of Cytomedix retain patent rights for Procuren in those countries.
The affiliates of Cytomedix would also make royalty payments to Curative for
sales made to customers other than Curative equal to a slightly higher
percentage of net sales of products newly developed through the intellectual
property purchased under the asset purchase agreement, up to a maximum amount of
sales of the newly developed products, after which the royalty decreases by a
percentage point. The decreased royalty would also apply to sales by Curative of
the Procuren product, if and after the affiliates of Cytomedix receive FDA
approval for Procuren.
NOTE 8 - WORKING CAPITAL MATTERS
Based on Cytomedix's current levels of working capital, it will require
additional financing in order to complete the Procuren Acquisition on December
1, 2000 and to meet its operating needs for the next twelve months. At current
cash usage rates, the Company will need to raise approximately 5 million dollars
to meet its operational and acquisition requirements. Management has entered
into a number of agreements with broker-dealers to obtain the required debt
and/or equity financing. These firms will assist the Company on a best efforts
or agency basis with obtaining bridge financing or the private placement of the
Company's equity or equity related securities. Management is committed to the
goal of raising additional funds over and above these amounts to fund the
operations of Cytomedix over the coming twelve months. There can be no assurance
that management will be successful in raising these funds. If management is
unable to secure this financing, it would need substantially to curtail its
current operations. This could include delaying the closing of the Procuren
Acquistion, upon failure of which Cytomedix could be found to be in material
default of its contractual obligations.
9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion should be read in conjunction with our condensed
financial statements and related notes thereto included in Item 1 above and our
audited financial statements and related notes thereto, and management's
discussion and analysis for the year ended December 31, 1999, included in our
annual report filed on Form 10-KSB for such period.
The terms "Cytomedix," "our" and "we," as used in this quarterly report,
refer to Cytomedix, Inc.
When used in this Form 10-QSB and in other filings by Cytomedix with the
Securities and Exchange Commission, the words "believes," "plans,"
"anticipates", "will likely result," "will continue," "projects," "expects," and
similar expressions are intended to identify "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995. Such
statements are subject to certain risks and uncertainties, which could cause
actual results to differ materially from those projected.
Cytomedix cautions the readers not to place undue reliance on any forward
looking statements, which are based on certain assumptions and expectations
which may or may not be valid or actually occur, and which involve risks of
product demand, market acceptance, economic conditions, competitive products and
pricing, difficulties in product development, adequacy and availability of
reimbursement or other payments from private and public insurance programs,
adverse changes in government regulation or policy, commercialization, and
technology and other risks. In addition, sales and other revenues may not
commence and/or continue as anticipated due to delays or otherwise. As a result,
our actual results for future periods could differ materially from those
anticipated or projected.
These forward-looking statements speak only as of the date hereof. We do
not intend to update the forward-looking statements contained in this report, so
as to reflect events or circumstances after the date hereof or to reflect the
occurrence of unanticipated events, except as may occur as part of our ongoing
periodic reports filed with the Securities and Exchange Commission.
OVERVIEW
We are a Delaware corporation formed on April 29, 1998. Prior to November
4, 1999, we were known as Informatix Holdings, Inc., which was originally a
public shell company, defined as an inactive, publicly-traded company with
nominal assets and liabilities. On November 4, 1999, AuTologous Wound Therapy,
Inc., an Arkansas corporation formed on December 11, 1998, merged with and into
Informatix Holdings. In the merger, each share of issued and outstanding common
stock of AuTologous Wound Therapy was converted into fifty shares of common
stock and fifty shares of Series B convertible preferred stock of Informatix
Holdings after giving effect to a one-for-two reverse stock split of Informatix
Holdings' common stock effective November 8, 1999. Simultaneously with the
consummation of the merger, the name of the surviving corporation, Informatix
Holdings, was changed to AuTologous Wound Therapy, Inc. We subsequently changed
our name to Cytomedix, Inc., effective March 30, 2000.
Prior to the above merger, we had no products or services and we were not
conducting any viable enterprise. By virtue of the merger, we acquired the
business of AuTologous Wound Therapy. We are continuing this business, which
involves the development, marketing and sale of a proprietary system and related
disposable treatment packs for the treatment of chronic, non-healing wounds. Our
proprietary system is based upon the use of a process for the application of an
autologous platelet-rich concentrated gel, known as AuTolo-Gel, to chronic,
non-healing wounds. To date, we have realized minimal revenues. Since its
inception, our predecessor, and since the merger, we have been engaged in
research and testing of AuTolo-Gel, the development of the system and a
single-use license agreement, which we have made an integral part of the sale of
the disposable treatment packs. Our goal is to become a leading provider of
cellular therapies. We have initially made investments in bioactive wound care
products, but we continue to explore opportunities in the full range of cellular
therapies and molecular biotechnology.
10
Our most important current activities include or will include:
1. acquisition from Curative of technology and other assets relating to
Curative's Procuren wound therapy product and bioactive peptides derived
from platelet factor four referred to herein as the Procuren Acquisition;
2. integration of the Curative personnel we will hire as a result of the
Procuren Acquisition;
3. developing sales and marketing programs for the Procuren and AuTolo-Gel
products;
4. developing protocols for, and beginning the processes preliminary to,
submitting an investigational new drug application to carry out clinical
trials on the Procuren and AuTolo-Gel products in accordance with
regulations of the FDA;
5. sale and distribution of the disposable treatment packs, subject to the
single-use license;
6. additional research and testing of Procuren and AuTolo-Gel;
7. filing additional patent and trademark applications with the relevant
government agencies;
8. raising working capital;
9. developing our marketing plan and distribution methods;
10. recruiting key management and sales representatives;
11. developing reimbursement and third party payor strategies;
12. developing the next generation of disposable treatment packs and packaging;
13. evaluating a broader range of opportunities in the cellular therapy and
molecular biotechnology market;
14. evaluating our corporate structure with the goal of positioning Cytomedix
in the international biotechnology market place and enhancing stockholder
values; and
15. developing our corporate web site.
For the next twelve months, we plan to continue to engage in the activities
enumerated above. We expect to incur additional costs for the continued
development of our proprietary system, legal and professional fees for
licensing, patent and trademark services, streamlining and rationalizing
existing operations, to expand the promotion and marketing of the use of
AuTolo-Gel through the sale of the disposable treatment packs, and to
manufacture and sell Procuren through Curative's numerous wound care centers. In
addition, we are seeking to expand our operations through internal growth and
acquisitions. We and our affiliates have recently signed a definitive
acquisition agreement to purchase certain assets from Curative in the Procuren
Acquisition. Pursuant to the terms of a supply agreement, which our affiliates
plan to conclude in the near future, we expect to manufacture and sell
exclusively to Curative all of its requirements for Procuren in the United
States at a fixed price, subject to adjustment under certain circumstances.
However, we would have an unrestricted right to manufacture and sell Procuren
outside of the United States. Based on Curative's projected product needs, we
expect to manufacture and sell to Curative approximately 311,000 doses of
Procuren in 2001. We expect to generate revenues of approximately $6,666,000
from such sales. Based on the pricing terms of the supply agreement, which would
remain in effect until our receipt of FDA approval for Procuren, our costs to
manufacture and supply Curative with these units would be approximately
$6,666,000. However, there can be no assurance that we will achieve these
projected results. For each sale of Procuren above the 311,000 dose level, we
would generate a profit; for each sale below the 311,000 dose level, we would
generate a loss.
We will continue to focus on strengthening our intellectual property
portfolio by integrating the patents and other intellectual property rights we
will acquire in the Procuren transaction.
RESULTS OF OPERATIONS
This discussion and analysis of our results of operations utilizes our
financial statements which, for the period prior to November 4, 1999, are those
of AuTologous Wound Therapy, Inc., since the merger that occurred as of that
date has been treated as a recapitalization for accounting purposes, and not as
a business combination.
11
We are a development stage company as defined in Statement of Financial
Accounting Standards No. 7 and had only limited operations through September 30,
2000. In addition to negotiating the Procuren Acquisition as discussed above,
our main activities during this start-up phase have consisted of recruiting and
hiring a new management team and corresponding personnel, developing the
licensing strategy for, and market expansion of, AuTolo-Gel and related
disposable treatment packs and proprietary system, and positioning ourselves to
take advantage of opportunities in the global cellular therapy and biotechnology
market. We generated minimal revenues from inception through September 30, 2000.
NINE MONTHS ENDED SEPTEMBER 30, 2000 COMPARED TO NINE MONTHS ENDED
SEPTEMBER 30, 1999
Our revenues for the nine months ended September 30, 2000 were $237,601, as
compared to $1,100 for the same period in 1999. The increase in revenue in 2000
compared to 1999 was due to our entering into seven license agreements, which
were not in effect during 1999.
Our cost of sales for the nine months ended September 30, 2000 was $52,167,
as compared to $0 for the same period in 1999. The increase in cost of sales in
2000 compared to 1999 was due to increased sales of disposable treatment packs.
Our gross profit for the nine months ended September 30, 2000 was $185,434,
as compared to $1,100 for the same period in 1999. The increase in gross profit
in 2000 compared to 1999 was due to the reasons stated above.
Our total operating expenses for the nine months ended September 30, 2000
were $15,121,006, as compared to $1,848,802 for the same period in 1999. The
increase in the total operating expenses in 2000 as compared to 1999 was due
primarily to an increase in our wage and consulting expenses, and also due to
increases in both professional fees and general and administrative expenses.
Our compensation expense for the nine months ended September 30, 2000 was
approximately $5,267,464, as compared to $746,952 for the same period in 1999.
The increase in the compensation expense in 2000 compared to 1999 was primarily
due to $4,249,566 of non-cash amortization expense of deferred compensation
generated from the granting of options to the new executives and our employment
of additional personnel. We expect compensation expense to grow as we amortize
our deferred compensation and retain additional employees to help us with
administrative, marketing and support efforts as we continue to grow our
business. During the nine months ended September 30, 2000, we granted 2,173,440
options (including anti-dilutive options issued) to our new executives with an
exercise price of $7.00, which was less than the fair market value of our common
stock on the respective dates. Consequently, we recorded deferred compensation
expense for the difference between the stock purchase price and the fair market
value of our common stock on the date of this grant. As of September 30, 2000,
we had approximately $16,172,000 of deferred compensation expense. We expect to
amortize this deferral into stock based non-cash compensation expense as
follows: $2,023,152 in the remainder of our fiscal year 2000, $7,049,900 in
fiscal year 2001, $7,003,407 in fiscal year 2002 and $95,417 in fiscal 2003. As
of September 30, 2000, we have approximately $4,573,335 of deferred consulting
fees, which will be amortized ratably to expense through September 2004.
Our consulting expenses for the nine months ended September 30, 2000 were
approximately $7,834,335 as compared to $928,581 for the same period in 1999.
The increase in the consulting expenses in 2000 compared to 1999 was primarily
due to the costs incurred from the issuance of stock and options to acquire our
common stock, which amounted to $7,508,000 of non-cash costs in addition to the
cash costs of $326,335 in the nine months ended September 30, 2000. These
expenses were mainly related to services provided to us in the areas of
marketing, investor relations and management placement.
During the nine-month period ended September 30, 2000, we incurred
professional fees of approximately $1,091,603 as compared to $54,882 for the
same period in 1999. The increase in the professional fees in 2000 compared to
1999 was primarily due to an increase in legal and accounting fees. We have
incurred significant professional fees with respect to the Procuren Acquisition,
efforts to implement our goal of positioning the Company to take advantage of
opportunities in the international cellular therapy and biotechnology market,
and the related costs of complying with all regulatory and governmental
requirements.
12
Our general and administrative expenses for the nine months ended
September 30, 2000, were $927,604 compared to $118,387 for the same period in
1999. The increase was primarily due to an increase in most components of our
general and administrative expenses, such as rent, insurance, utilities,
supplies, marketing and travel.
Our interest income for the nine months ended September 30, 2000, was
$152,715 compared to $802 for the nine months ended September 30, 1999. The
increase in our interest income in the 2000 period was primarily due to an
increase of cash.
Our net loss to common stockholders for the nine months ended September
30, 2000 was $14,852,936, as compared to a net loss of $1,849,541 for the same
period in 1999. The increase in the net loss in 2000 compared to 1999 was
primarily due to higher salaries, $4,249,566 of which was from non-cash costs
incurred from the issuance of options to acquire our common stock, higher
consulting expenses, $7,508,000 of which was from non-cash costs incurred from
the issuance of stock and options to acquire our common stock, and higher
professional fees, and other general and administrative expenses.
THREE MONTHS ENDED SEPTEMBER 30, 2000 COMPARED TO THREE MONTHS ENDED
SEPTEMBER 30, 1999
Our revenues for the three months ended September 30, 2000 were $73,264,
as compared to $0 for the same period in 1999. The increase in revenue in the
2000 compared to 1999 was due to our entering into seven license agreements,
which were not in effect during 1999.
Our cost of sales for the three months ended September 30, 2000 was
$15,840, as compared to $0 for the same period in 1999. The increase in cost of
sales in 2000 compared to 1999 was due to increased sales of disposable
treatment packs.
Our gross profit for the three months ended September 30, 2000 was
$57,424, as compared to $0 for the same period in 1999. The increase in gross
profit in 2000 compared to 1999 was due to the reasons stated above.
Our total operating expenses for the three months ended September 30, 2000
were $5,152,525, as compared to $1,287,356 for the same period in 1999. The
increase in the total operating expenses in 2000 as compared to 1999 was due to
an increase in our salaries and wages, consulting expenses, professional fees,
and general and administrative expenses.
Our compensation expense for the three months ended September 30, 2000 was
approximately $2,421,999, as compared to $300,944 for the same period in 1999.
The increase in the compensation expense in 2000 compared to 1999 was primarily
due to $1,981,234 of non-cash amortization expense of deferred compensation
generated from the granting of options to the new executives and our employment
of additional personnel. We expect compensation expense to grow as we amortize
our deferred compensation and retain additional employees to help us with
administrative, marketing and support efforts as we continue to grow our
business.
Our consulting expenses for the three months ended September 30, 2000 were
approximately $1,802,937, as compared to $928,581 for the same period in 1999.
The increase in the consulting expenses in 2000 compared to 1999 was primarily
due to the costs incurred from the issuance of stock and options to acquire our
common stock, which amounted to $1,684,500 of non-cash expense in the three
months ended September 30, 2000, as compared to $872,850 in the three months
ended September 30, 1999. These expenses were mainly related to services
provided to us in the areas of marketing, investor relations and clinical
support.
During the three-month period ended September 30, 2000, we incurred
professional fees of approximately $492,420, as compared to $54,882 for the
same period in 1999. The increase in the professional fees in 2000 compared to
1999 was primarily due to an increase in legal and accounting fees.
Our general and administrative expenses for the three months ended
September 30, 2000, were $435,169, as compared to $2,949 for the same period in
1999. The increase was primarily due to an increase in most components of our
general and administrative expenses, such as rent, insurance, utilities,
supplies, marketing and travel.
13
Our interest income for the three months ended September 30, 2000, was
$61,234 compared to $802 for the three months ended September 30, 1999. The
increase in our interest income in the 2000 period was primarily due to an
increase of cash.
Our net loss to common stockholders for the three months ended September
30, 2000 was $5,057,288, as compared to a net loss of $1,289,195 for the same
period in 1999. The increase in the net loss in 2000 compared to 1999 was
primarily due to higher salaries, $1,981,234 of which was from non-cash costs
incurred from the issuance of options to acquire our common stock and higher
consulting expenses, $1,684,500 of which was from non-cash costs incurred from
the issuance of stock and options to acquire our common stock, and higher
professional fees, and other general and administrative expenses.
LIQUIDITY AND CAPITAL RESOURCES
As of November 20, 2000, we had available approximately $3.5 million in
cash. In order to fund the Procuren Acquisition, which management will be
required to close on December 1, 2000, and to meet our working capital
requirements over the next twelve months, we need to secure additional financing
of approximately $5 million. In order to attempt to secure this financing and
such additional financing as may be available at this time, which we would
utilize in connection without our overall business plan (see above), we have
engaged four firms, including one of the leading borkerage firms specializing
in the healthcare industry, to assist us on a best efforts or agency basis
with obtaining bridge financing or the private placement of our equity or
equity-related securities. We have agreed to compensate these firms principally
on a success fee basis, involving both cash and warrant-based compensation.
We can offer no assurance that we will be able to raise the funds needed to
close the Procuren Acquisition and to fund our working capital requirements
during the next twelve months. If we secure financing through the issuance of
our equity securities, it is likely that they will be issued at a price less
than the market price of our common stock. If we are unable to secure this
additional financing, we will need to curtail substantially our operations,
which may include: delaying the closing of the Procuren Acquisition
14
or renegotiating terms of the acquisition agreement, upon the failure of which
we may be found to be in material default of our contractual obligations;
delaying the implementation of our business development plans or significantly
reducing their scope; postponing the hiring of new personnel or substantially
reducing the size of our current staff; delaying our plans to position the
company to take advantage of international market opportunities; and delaying
our plans to perform the preliminary work necessary to prepare applications to
the FDA for approval of the Procuren and AuTolo-Gel products. The occurrence of
any or all of these events would have a material adverse effect on our business,
prospects, operating results and financial condition.
As of the date of this report, we have not generated positive cash flow
from our operations. This is primarily due to the development stage nature of
our operations, investment in development and testing of AuTolo-Gel, investment
of time and resources in the negotiations with Curative and building of a
corporate infrastructure to support our future operations. During the first
quarter of 2000, we raised capital through private placements of our common
stock.
In February 2000, we issued an aggregate of 250,000 shares of our common
stock to one accredited investor at a purchase price of $3.00 per share, in a
private placement pursuant to Rule 506 of Regulation D under the Securities Act
of 1933, as amended. We received gross cash proceeds from this placement of
$750,000, from which we paid aggregate advisory and placement fees of $75,000 to
SPH Investments, Inc. and LCP Capital Corporation.
In March 2000, we issued an aggregate of 771,500 shares of our common stock
to 31 accredited investors at a purchase price of $10.00 per share, in a private
placement pursuant to Rule 506 of Regulation D under the Securities Act. We
received gross proceeds from this placement of $7,715,000, from which we paid
aggregate advisory and placement fees of $441,267, and issued 20,000 shares of
our common stock and warrants representing the right to purchase 26,500 shares
of common stock at $10.00 per share as additional placement fees. See Notes 2
and 3 to the condensed financial statements included in Item 1 of Part I of this
report.
As of September 30, 2000, we had cash and cash equivalents of
approximately $4,200,000. Working capital at September 30, 2000 was
approximately $4,100,000. For the three months ended September 30, 2000,
we invested approximately $245,000 in capital and leasehold improvements.
These expenditures represent, primarily, additional investment in office
furniture, fixtures and equipment.
Management believes that the working capital described in this section,
including the prospective financing, revenue from sales of the disposable
treatment packs and sales of Procuren will be sufficient to meet our operating
needs for the next twelve months, provided we do not expand at a higher rate
than currently expected.
While in the past we leased or purchased the sequestration machines
provided to licensees of our product, we intend to require future licensees to
purchase or lease the sequestration machines directly from third-party
manufacturers. In the event that we are unable to impose such requirement on the
licensees, or if we can no longer obtain our own leasing agreements and are
required to purchase the machines, our need for working capital to fund the
acquisition of these machines could increase. However, because we now intend to
require future licensees to purchase the sequestration machines directly from
third-party manufacturers, we anticipate that we will not need significant
working capital for leases or purchases of the sequestration machines.
We currently have 15 employees and expect to employ approximately 50
additional employees engaged in Procuren production. The working capital to fund
the costs related to hiring such additional personnel will be
15
generated through sales of Procuren in the U.S. and overseas markets. Management
also anticipates a short-term need for five to seven additional employees,
including site implementation personnel hired to install and train a licensee's
personnel in connection with the use of our product at the licensee's location,
sales and marketing personnel, and administrative support at the headquarters of
Cytomedix. The timing of the hiring of such site implementation personnel will
be based upon sales activities and on an as needed basis. The working capital to
fund the cost of the site implementation teams would be provided from the sales
of disposable treatment packs to the various sites and current working capital
and is a variable cost to us.
The potential market response to AuTolo-Gel and the system and the timing
of our receipt of the patents necessary to conduct our business could
significantly increase demands on our personnel and resources. While most of the
expenses relating to the system and the sale of the AuTolo-Gel treatment packs
are variable costs based on demand, we could require significant additional
working capital if the response to our product is as anticipated, our pending
patent applications are granted or third party reimbursement is obtained in
relation to the use of AuTolo-Gel and the system.
We do not expect to achieve profitability in the near future. The
continuation of our operating losses, together with the risks associated with
our ability to gain new customers, the sale of disposable treatment packs to
existing customers and other changes in our operating assets and liabilities,
may have a material adverse effect on our liquidity. In addition to the capital
requirements which we must meet in order to close the Procuren Acquisition and
to fund our working capital requirements during the next twelve months, we will
need to raise additional capital in the foreseeable future by way of equity or
debt offerings in order to implement our business, sales or marketing plans, and
take advantage of opportunities that may present themselves in the future, such
as more rapid expansion, acquisitions of or partnerships with complementary
businesses. We may also need to respond to unforeseen difficulties, such as the
decrease in demand for our products and services, meeting applicable regulatory
requirements, or the timing of revenues due to a variety of factors previously
discussed. We may otherwise have to react to unanticipated competitive or other
market pressures. The need to raise additional working capital may require us to
delay, curtail or terminate some of our development and clinical testing, and
sales and marketing efforts and could otherwise have a material adverse effect
on our operations. An additional equity financing required in such event may
involve a significant dilution to the holdings of our shareholders.
16
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 2. CHANGE IN SECURITIES AND USE OF PROCEEDS
For a complete discussion of the private placements of our common stock
during the first quarter of 2000, please see "Liquidity and Capital Resources"
under Item 2 of Part I of this report. Other issuances of unregistered options
and warrants are described in notes 2, 3 and 4 to the condensed financial
statements included in Item 1 of Part I of this report.
We plan to use the proceeds from the above private placements to fund our
operating needs, product development and clinical testing, sales and marketing
efforts, and for general corporate purposes.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
We report that we have completed the relocation of our corporate
headquarters to suburban Chicago, Illinois. Our new corporate address is Three
Parkway North, Deerfield, Illinois, 60015. Our former office located in Little
Rock, Arkansas, has been phased out and is in the process of being closed.
We also report the appointment of two additional directors to fill
vacancies on our Board of Directors. On September 1, 2000 we appointed Mr.
Dennis L. Winger and Dr. R. Douglas Armstrong to our Board of Directors. Mr.
Winger is Senior Vice President and Chief Financial Officer of PE Corporation,
which is engaged in genomics research and development, and manufacture of
equipment for analysis and synthesis of nucleic acids and proteins. Previously,
Mr. Winger was with Chiron Corporation, which conducts research and development
in the fields of biological proteins, gene therapy, and combinatorial chemistry.
At Chiron, Mr. Winger was Chief Financial Officer and Senior Vice President,
Finance and Administration. Dr. Armstrong is President and Chief Executive
Officer of Aastrom Biosciences, a manufacturer of automated clinical systems.
Previously, he served in various capacities including Executive Vice President
and a Trustee, at the La Jolla Cancer Research Foundation, a scientific research
institute located in San Diego, California. Dr. Armstrong received his doctorate
in Pharmacology and Toxicology from the Medical College of Virginia, and has
held faculty positions at Yale University, University of California, San
Francisco, and the University of Michigan.
We finally report that on September 1, 2000, we created an Audit Committee
of the Board of Directors to adopt a financial charter for Cytomedix, and to
oversee its financial reporting obligations and other financial affairs. We have
appointed Mr. Dennis L. Winger, Mr. Arthur F. Staubitz and Dr. R. Douglas
Armstrong to serve on the Audit Committee, with Mr. Winger to serve as Chairman.
Also on September 1, 2000 we created a Compensation Committee of the Board of
Directors to administer awards and other compensation granted under our
Long-Term Incentive Plan. We have appointed Mr. Arthur F. Staubitz, Dr. Fabrizio
Bonanni and Dr. R. Douglas Armstrong to serve on the Compensation Committee,
with Mr. Staubitz serving as Chairman.
17
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit
Number Description
2.1 Asset Purchase Agreement by and among between Cytomedix,
Inc., Cytomedix N.V., Cytomedix GmbH, Curative Health
Services, Inc. and CHS Services, Inc., dated October 12,
2000
10.1 Form of Supply Agreement by and between Cytomedix GmbH and
Curative Health Services, Inc.
10.2 Form of Royalty Agreement by and between Cytomedix GmbH
and Curative Health Services, Inc.
10.3 First Amendment to Consulting Agreement by and between
Cytomedix, Inc. and BDR Consulting, Inc., dated September
15, 2000
27 Financial Data Schedule
18
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934,
the registrant has caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
CYTOMEDIX, INC.
Dated: November 20, 2000 /s/ James A. Cour
---------------------------------------
James A. Cour
President and Chief Executive Officer
(Principal Executive Officer)
Dated: November 20, 2000 /s/ Glenn M. Charlesworth
---------------------------------------
Glenn M. Charlesworth
Chief Financial Officer
(Principal Financial and Accounting Officer)
19
EXHIBIT LIST
2.1 Asset Purchase Agreement by and among between Cytomedix,
Inc., Cytomedix N.V., Cytomedix GmbH, Curative Health
Services, Inc. and CHS Services, Inc., dated October 12,
2000
10.1 Form of Supply Agreement by and between Cytomedix GmbH
and Curative Health Services, Inc.
10.2 Form of Royalty Agreement by and between Cytomedix GmbH
and Curative Health Services, Inc.
10.3 First Amendment to Consulting Agreement by and between
Cytomedix, Inc. and BDR Consulting, Inc., dated September
15, 2000
27 Financial Data Schedule
20