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TOPIC: $5 Million Deal With Lincoln Park

$5 Million Deal With Lincoln Park 21 Sep 2018 17:26 #12262

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$5 million deal with Lincoln Park - see SEC filing after the close registering shares..

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$5 Million Deal With Lincoln Park 23 Sep 2018 05:49 #12265

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rodney.strongg wrote: $5 million deal with Lincoln Park - see SEC filing after the close registering shares..


Interesting deal which should obviously raise some questions, but apparently so far nobody seems to care :grin:

I still do- so here the main text from the 8K- as a starter.

On September 21, 2018 , Cytori Therapeutics, Inc. (the “Company”) entered into a purchase agreement (the “Purchase Agreement”) and a registration rights agreement (the “Registration Rights Agreement”), with Lincoln Park Capital Fund, LLC (“Lincoln Park”), an Illinois limited liability company.
Under the terms and subject to the conditions of the Purchase Agreement, the Company has the right to sell to Lincoln Park and Lincoln Park is obligated to purchase up to $5.0 million in amounts of shares, as described below, of the Company’s common stock (“Common Stock”), subject to certain limitations, from time to time, over the 24-month period commencing on the date that a registration statement, which the Company agreed to file with the Securities and Exchange Commission (the “SEC”) pursuant to the Registration Rights Agreement, is declared effective by the SEC (such date, the “Commitment Date”). The Company may direct Lincoln Park, at its sole discretion and subject to certain conditions, to purchase up to 250,000 shares of Common Stock on any business day (such purchases, “Regular Purchases”), provided that at least one business day has passed since the most recent purchase, and provided that the amount the Company may sell to Lincoln Park under a single Regular Purchase may increase under certain circumstances as described in the Purchase Agreement but in no event will the amount of a single Regular Purchase exceed $1.0 million. The purchase price of shares of Common Stock related to the Regular Purchases will be based on the prevailing market prices of such shares at the time of sales. The Company may also direct Lincoln Park to purchase other amounts as accelerated purchases or additional accelerated purchases if the closing sale price of the Common Stock is not below the threshold prices as set forth in the Purchase Agreement. The Company’s sales of shares of Common Stock to Lincoln Park under the Purchase Agreement are limited to no more than the number of shares that would result in the beneficial ownership by Lincoln Park and its affiliates, at any single point in time, of more than 4.99% of the then outstanding shares of the Common Stock. There are no trading volume requirements or restrictions under the Purchase Agreement. There is no upper limit on the price per share that Lincoln Park must pay for Common Stock under a Regular Purchase or an accelerated purchase and in no event will shares be sold to Lincoln Park on a day the Company’s closing price is less than the floor price as set forth in the Purchase Agreement.
Within five days of the date of the Purchase Agreement, the Company must pay to Lincoln Park a commitment fee of $100,000 in consideration for entering into the Purchase Agreement. Additionally, on the Commitment Date, Lincoln Park has agreed to purchase 380,000 shares of Common Stock as the initial purchase amount at a price of the lower of (i) the closing price of the Common stock on the business day immediately preceding the Commencement Date or (ii) the arithmetic average of the closing prices for the Common stock on the ten consecutive business days ending the business day immediately preceding the Commencement Date.


Besides having to pay the cost of 100.000$ for the deal- one of the blocks ( i.e. 380.000 shares) to be sold to Lincoln is fixed to be on the effective date i.e. when the SEC declares the S-1 effective.

Now we should move to the S-1 :whistle:

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Board moderator and Site-owner. I still regret the day I started analysing the prospects of MacroPore (now Cytori) back in 2004- a left-over from the tech-bubble at that time from the century change in my portfolio- and became addicted to Cytori´s fat cell technology. :cry:

$5 Million Deal With Lincoln Park 23 Sep 2018 06:12 #12266

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The S-1 filing-

This is where the surprise comes in- the total number of shares to be sold to Lincoln is limited to 3.7 Mio shares, which at rock-bottom market prices of 25 cents (the minimum price level) would generate less than 1 Mio $ minus of course the cost of the deal.

Still the S-1 contains - for example- the following text

We estimate that the net proceeds to us from the sale of our common stock to Lincoln Park pursuant to the Purchase Agreement will be up to $4.8 million over an approximately 24-month period, assuming that we sell the full amount of our common stock that we have the right, but not the obligation, to sell to Lincoln Park under that agreement and other estimated fees and expenses. See “Plan of Distribution” elsewhere in this prospectus for more information.
Common stock to be offered by the selling stockholder: 3,727,387 shares consisting of shares we may sell to Lincoln Park under the Purchase Agreement from time to time.
Common stock outstanding prior to this offering 11,192,666 shares - Common stock to be outstanding after giving effect to the issuance of 3,727,387 shares under the Purchase Agreement registered hereunder 14,920,053 shares

[/b]

Their expectations appear to be quite lofty and unrealistic when compared to past performance. Especially since it can be expected that the first block of 380.000 shares will go to Lincoln at a price between 41 cents and 25 cents.

The next weeks/months should be interesting- personally, I would only have the cheek of filing this document, if I was certain that I would have very very decent news to report. But than again- we know what our "team" in SD is capable of. :bash:

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Board moderator and Site-owner. I still regret the day I started analysing the prospects of MacroPore (now Cytori) back in 2004- a left-over from the tech-bubble at that time from the century change in my portfolio- and became addicted to Cytori´s fat cell technology. :cry:

$5 Million Deal With Lincoln Park 09 Oct 2018 14:27 #12289

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I just saw that the S-1 filing on October 5th was declared "Effective" on the same date, so (hopefully) Lincoln Park will receive their first batch of 380.000 shares at a price of >0,40 cents, with which they can recoup their losses soon? :bye:

Lets hope so.

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Board moderator and Site-owner. I still regret the day I started analysing the prospects of MacroPore (now Cytori) back in 2004- a left-over from the tech-bubble at that time from the century change in my portfolio- and became addicted to Cytori´s fat cell technology. :cry:
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