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: April 27, 2005 CYTOMEDIX, INC. (Exact name of registrant as it appears in its charter) Delaware 0-28443 23-3011702 (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 416 Hungerford Drive, Suite 330 Rockville, Maryland 20850 (Address of principal executive offices and zip code) 240-499-2680 (Registrant's telephone number, including area code) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Section 1 - Registrant's Business and Operations Item 1.01 Entry into a Material Definitive Agreement Cytomedix, Inc. has agreed to settle its patent infringement lawsuit against Medtronic, Inc. which was filed on November 10, 2004, in the United States District Court for the District of Maryland, Case No. 04-3593. In connection with the settlement, Cytomedix entered into a license agreement with Medtronic for all applications of Cytomedix's autologous platelet releasate therapy. Cytomedix issued the attached press release announcing that it had agreed to settle the patent dispute and had entered into a license agreement. The press release is filed as Exhibit 99.1 and incorporated herein by reference. Section 9--Financial Statements and Exhibits Item 9.01 Financial Statements and Exhibits. (c) Exhibits. The following Exhibit is furnished with this Current Report on Form 8-K: Exhibit No. Description - ----------- ----------- Exhibit 99.1 Press Release of Cytomedix, Inc., dated April 26, 2005. 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 hereunto duly authorized. CYTOMEDIX, INC. By: /s/ Kshitij Mohan ------------------------------- Kshitij Mohan Chief Executive Officer Date: April 27, 2005