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TOPIC: Form 8. Loan covenants-Shores

Form 8. Loan covenants-Shores 19 Sep 2014 16:14 #2267

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Item 1.01 Entry Into a Material Definitive Agreement.
On September 19, 2014, Cytori Therapeutics, Inc. (the “Company”) entered into a Letter Agreement with Oxford Finance LLC and Silicon Valley Bank waiving compliance of Section 6.10 of the Loan and Security Agreement between the parties dated June 28, 2013 (the “Loan Agreement”) from October 1, 2014 through October 31, 2014. Section 6.10 of the Loan Agreement requires the Company to maintain certain minimum cash balances at all times during the term of the Loan Agreement. In exchange for the above waiver of Section 6.10, the Company has agreed to cancel all outstanding warrants issued by the Company to Oxford Finance LLC and Silicon Valley Bank pursuant to the Loan Agreement, which represent warrants to purchase a total of up to 596,553 shares of Company common stock, and to issue new warrants (the “New Warrants”) to purchase the same number of shares of common shares with identical terms, except with respect to the exercise price per share. The exercise price per share of the New Warrants shall be equal to the lower of (i) the closing purchase price per share of Company’s common stock on the NASDAQ stock market for September 30, 2014, or (ii) the average closing price per share of the Company’s common stock on the NASDAQ stock market for October 1, 2 and 3, 2014. The Company has received waivers from its lenders regarding the liquidity requirements under the loan Agreement in the past, and in may require additional waivers in the future in the event it does not raise sufficient capital to comply with such covenants. There is no assurance that the Company will be able to obtain any such waivers in the future should
they required.
Item 3.02 Unregistered Sales of Equity Securities.
The information in Item 1.01 is incorporated herein by reference. The offer and sale of the New Warrants, which was to accredited investors without any general solicitation or general advertising, is exempt from registration under the Section 4(a)(2) of Securities Act of 1933, as amended, as a transaction not involving any public offering.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
The Company is in the process of reducing its headcount from 115 full-time employees as December 31, 2013 to a target of approximately 77 full-time employees. In connection with these efforts, on September 15, 2014, Mr. Clyde Shores, Executive Vice President of Marketing and Sales agreed to resign his employment with the Company in connection with a global restructuring by the Company. Mr. Shores will provide the Company two weeks of transition services and receive a severance payment of $ 25,344 after his employment end date pursuant to a Separation Agreement and General Release of Claims, provided that Mr. Shores does not revoke his signature within the statutorily prescribed period. Mr. Shores’ departure is not related to any disagreement with the Company regarding accounting, financial or other business matters.

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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:

Form 8. Loan covenants-Shores 19 Sep 2014 16:17 #2268

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Some common sense is apparently still prevailing... :cool:

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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:

Form 8. Loan covenants-Shores 19 Sep 2014 16:36 #2269

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I'll shed no tears for the Clyde Shores departure. It seemed his hiring was very premature, as with everything else, including this investment. The fat continues to get trimmed, bout time. 115 going down to 77 full timers, let the heads roll.

d9

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Form 8. Loan covenants-Shores 19 Sep 2014 16:44 #2270

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Two words... ABOUT TIME. Not that long ago we were all asking each other why Cytori was paying Mr. Shores such a high salary. Common sense is right.

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Form 8. Loan covenants-Shores 19 Sep 2014 17:05 #2271

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They voice of the sharehoilders was way ahead of Cytori on Shores. They act too solely and that is why they are in the mess that they are.

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Form 8. Loan covenants-Shores 19 Sep 2014 17:41 #2272

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Fas or anyone...what do you think about that Shores leaving isnt purely cost savings but that a new partner will not need his services.

If we sold rights to rest of the world but kept USA for ourselves why would we need that position filled anytime soon ?

Pure speculation of course :whistle:

d9...loved the pun of trimming fat ! :grin:

Now lets get that BOD size trimmed down.

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Form 8. Loan covenants-Shores 19 Sep 2014 18:05 #2273

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Hedge, I like the partner speculation without Shores. Their stack of chips is shrinking, as is the leverage they once had. More of the farm needs to be added. Wonder if the "clown car" goes on the lot? They need all the cash they can get. :cry:

d9

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Form 8. Loan covenants-Shores 19 Sep 2014 19:32 #2274

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Certainly true that they are trading/negotiating from a position of weakness with regards to the BS issue. They may not necessarily be without leverage if there is more than one interested partner and the data they present is impressive. There is a lot of trial data that we are not privy to but which is most certainly available to potential partners. The key is partners (plural) ! We need to do a Dutch auction but only if we know ........... and they know, that they are not alone in the bidding process.

Dean may have dropped the ball in his BoD oversight but I do not think that he made the 10XWD and double down comments without some basis.

We shall see soon enough.

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