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TOPIC: Stock purchases agreement

Stock purchases agreement 29 Dec 2016 16:15 #8357

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Cytori Announces Common Stock Purchase Agreement with Institutional Investor, Lincoln Park Capital Fund, LLC




Dec 29, 2016





SAN DIEGO, Dec. 29, 2016 (GLOBE NEWSWIRE) -- Cytori Therapeutics, Inc. (NASDAQ:CYTX) (“Cytori” or the “Company”), announced today that it has entered into a common stock purchase agreement and registration rights agreement (together, the “Agreements”) with Lincoln Park Capital Fund, LLC (“LPC”), a Chicago-based institutional investor and existing stockholder in the Company. According to the terms of the Agreements and subject to a registration statement being filed and declared effective, Cytori will have the right at its sole discretion to sell to LPC up to $20.0 million worth of shares over a 30-month period. Cytori will control the timing of any future investment and LPC will be obligated to make purchases in accordance with the Agreements. Cytori expects to use the proceeds for working capital and general corporate purposes.


“We anticipate that the forthcoming new year will bring a number of important milestones for Cytori,” said Marc H. Hedrick, M.D., Cytori’s President and CEO. “This $20 million financing facility will help provide additional financial flexibility to Cytori in its efforts to move forward with these key milestones for its stockholders.”

There are no upper limits to the price LPC may pay to purchase common stock from the Company and the purchase price of the shares will be based on the prevailing market prices of the Company’s shares at the time of each sale to LPC. No warrants, derivatives, financial or business covenants are associated with the Agreements and LPC has agreed not to cause or engage in any manner whatsoever, any direct or indirect short selling or hedging of shares of the Company’s common stock. In consideration for entering into the Agreements and committing to fund up to $20.0 million, Cytori has issued shares of common stock to LPC as a commitment fee and will issue additional shares of common stock on a pro-rata basis only when and if shares are sold to LPC. The Agreements may be terminated by the Company at any time, at its sole discretion, without any additional cost or penalty.

A more detailed description of the Agreements is set forth in Cytori’s Current Report on Form 8-K as filed with the SEC which the Company encourages be reviewed carefully.

This press release does not constitute an offer to sell or a solicitation of an offer to buy these securities, nor will there be any sale of these securities in any jurisdiction in which such offer solicitation or sale are unlawful prior to registration or qualification under securities laws of any such jurisdiction.

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Stock purchases agreement 29 Dec 2016 16:50 #8358

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A Plan B which seems to be negotiated from a position of strength (since terms look very attractive), which certainly does not make sense for a Company which has a < 30 Mio market cap and a 4-5 Mio quarterly cash burn....:whistle: or does it?

Shareholder from Chicago,,,,:yep:

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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:

Stock purchases agreement 29 Dec 2016 17:06 #8359

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I'll read the details more thoroughly later but I see it looks like they get half a million shares for free.
Lincoln Park maybe didn't like how others got burnt on warrants in the past ?

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Stock purchases agreement 29 Dec 2016 17:19 #8360

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Lincoln Park Capital is an A+ outfit in my book. They help companies succeed instead of raping them. They were the largest stockholder in a company called Somanetics, which was bought out for $25 per share in 2010. I was a major stockholder in Somanetics and knew about Lincoln Park at the time.

While this does represent dilution, it also means Cytori has avoided bankruptcy as many had predicted. It also means Cytori can hold out until after Phase III STAR results are published before making any deals for regional partnerships on scleroderma. In other words, Cytori will be able to negotiate from strength instead of with one foot in the grave.

Time to average down in a big way, in my opinion!
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Stock purchases agreement 29 Dec 2016 18:49 #8361

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Had time to read some more.
Yes, half a million free shares but better than the 50% to 100% warrant deals of the past.
I agree with DOV that this gets us to where we need to be for scleroderma p3 results and should be time enough for a deal.
Still didn't get through the whole filing word for word but have a decent feel for the deal.
I only had one concern as follows:
***The securities sold may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. ***
OK fine, but what about selling to our friends in the Bahamas or CC et al in Europe ? Maybe I'm just being paranoid but after what we all have been through such wording does raise a eyebrow.
Anyone have a comment on that statement ?

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Stock purchases agreement 29 Dec 2016 18:58 #8362

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Guys this is huge. Not sure why the stock isn't reacting in the after hours, but frankly I don't care. The market will wake up to reality soon, and in the meantime I will be increasing my position even more.

The past of this company and management team are horrible, no doubt. But this agreement is a huge sign of strength and a major success, and Marc, Tiago, and Jeremy Hayden deserve our gratitude.

Few things I found interesting:
1. The agreements state explicitly that Lincoln Park Capital intends to hold these shares for investment purposes. In addition, they are expressly restricted from short selling or hedging in any form. Lincoln Park specializes in venture investments and post IPO equity investments, so this is a positive sign that some very smart individuals feel the company has a bright future.
2. Max of 6 Million shares to be sold. This means that average sale price needs to be in the mid 3's to hit the $20 Million target. I would assume that management and our investor both have a fairly high level of confidence that higher prices are in the near future.
3. At market pricing, with no warrants or derivatives, and no business agreements related to this financing. Grateful that the company did not mortgage it's future or invite further manipulation to get this done.

This all begs the question, what prompted Lincoln Park Capital to take this plunge? $20 million is no small figure, so I view this announcement through a very optimistic lens.
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Stock purchases agreement 30 Dec 2016 01:32 #8363

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Not quite correct on your #2 there ir

***FURTHER RESOLVED, that the Corporation shall initially reserve 6,000,000 shares of Common Stock for issuance as Purchase Shares under the Purchase Agreement. ***
I don't read that statement as a "Max"

#1 and #3 are close enough I guess. Besides I am tired and in a fairly good mood...LOL
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Stock purchases agreement 30 Dec 2016 04:11 #8364

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DOV wrote: Lincoln Park Capital is an A+ outfit in my book. They help companies succeed instead of raping them. They were the largest stockholder in a company called Somanetics, which was bought out for $25 per share in 2010. I was a major stockholder in Somanetics and knew about Lincoln Park at the time.

While this does represent dilution, it also means Cytori has avoided bankruptcy as many had predicted. It also means Cytori can hold out until after Phase III STAR results are published before making any deals for regional partnerships on scleroderma. In other words, Cytori will be able to negotiate from strength instead of with one foot in the grave.

Time to average down in a big way, in my opinion!


Yes- paves the way for an exciting future in my view :yep: I am blissfully happy that a lot of the financial uncertainty has been resolved. I know about the technological side of the equation.

As I have written many times- I do not want to know things that other shareholders do not know (besides from own research of public sources)- this is too much coincidence to be true.
In 2014 our "competent management" stripped LT shareholders of their property and gave the Company away to unknown new owners. This year in June they screwed up mightily with the rights offering, although the concept was OK of course (but NOT their idea :KO: ).

And now 6 months later - although no big new development on the clinical data front or general proof of technology value is available compared to the Fall of 2014 a deal like this is made, which is commensurate to an AA type creditor.

Thanks DOV for convincing Lincoln Park to look at Cytori and talk to our geniuses. You saved my retirement.
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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:

Stock purchases agreement 30 Dec 2016 07:11 #8365

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I hope I did not imply that I had anything to do with Cytori and Lincoln Park getting together. I have had zero involvement.

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Stock purchases agreement 30 Dec 2016 08:18 #8366

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DOV wrote: I hope I did not imply that I had anything to do with Cytori and Lincoln Park getting together. I have had zero involvement.


You sure did NOT imply that at all. But I also do know that the sun does not rise in the west and does not go down in the east.

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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:

Stock purchases agreement 30 Dec 2016 08:53 #8367

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yeah this is great if cytori hits a $100 a share one day my $250,000 loss will be worth $25. Woopdidamdoo.
Scam extrodinare. Happy New Year, 2016 another banner year for POS Cytori and more bs from poster's on thisboard who helped perpetrate this fraud, and continue to encourage investment is this disaster.

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Stock purchases agreement 30 Dec 2016 10:04 #8369

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Not to rain on a parade, but mind you, Cytori has strangely enough never had trouble taking and burning through other people's money -- they've been doing it successfully for many years. Successful partnerships? Still not one, but rather, several severed. Successful trials? Still not one, but rather, several botched attempts and tarnished relationships. So, the company lives another year, the story of incompetence will likely continue, and if the past is any indication of the present, just another unfortunate investor to watch his share price painfully dwindle over time.

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Stock purchases agreement 30 Dec 2016 13:37 #8371

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Did some more digging. It appears that Lincoln Park Capital has quite the extensive history of inking similar agreements like this one, many of them with dubious outcomes. The good news is that LPC does provide funding(which Cytori needs), and many of the companies they finance see substantial stock price appreciation. The bad news is that those same companies tend to be victims of pump and dump, and see rapid selling shortly after the appreciation. This is blamed on Lincoln for dumping the newly issued shares back on the market.

In some of these deals apparently Lincoln can effectively short the stock by selling the commitment shares they received up front, and then closing out their position each day with the newly issued shares. Can't pretend to know if that is really going on or not, but the $20 million in long term investment capital did sound too good, so I am trying to dig deeper.

Either way, Cytori needed money and they got it. Bankruptcy is off the table for 2017, partnership deals are still possible. That is phenomenal news for all of us, and if STAR results are positive then this story might have a happy ending. Just hope that the long term holders of this stock are not punished in the short term by further manipulation.

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Stock purchases agreement 30 Dec 2016 16:34 #8373

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Irrational, what basis do you have to denigrate Lincoln Park - both DOV and Fas consider them A+ (as do I) and you have to resort to the use of the word "dubious" - kindly provide some examples of this dubious behavior.


PS - are you the same irrational that a few posts back said this is "huge"??

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Stock purchases agreement 30 Dec 2016 19:29 #8374

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Google "Lincoln Park Pump and Dump" and read for yourself.

I am far from a basher of this stock. I have invested >$150k and continue to grow my position, so as such I am relieved and thrilled by this deal. Just making sure I am not blinded by my own bias though, and I would encourage you to do the same.

Finally how would I be two different people from the same user id? Hope your investment thesis is more logical than that lol. :bye:

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Stock purchases agreement 30 Dec 2016 19:48 #8375

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First off...tip of the hat to RS for the placement call. I don't see it making too much difference other than better than the warrant deals but not as cheap as the original $40 million ATM.
We will get funds...pricing to be determined.
I would note the 9.99% cap on ownership...so selling will be taking place to place more shares or shares will be issued to another entity driving up the outstanding count and thus more can go to Lincoln Park. Again, it will all depend on news flow and what pricing the deal can achieve.
ir
Back to your #1. Standard language and it seems it can be bypassed if one chose to do so. I see you have since done some more of your own research.
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Stock purchases agreement 31 Dec 2016 06:24 #8376

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Irrational, of course I did not mean that you were two different posters - you took my comment literally, rather than figuratively.

Good luck with CYTX in 2017 and have a Happy New Year.

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Stock purchases agreement 31 Dec 2016 12:12 #8380

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Hedge,
The Agreement is structured so that Lincoln will most likely be acquiring shares below market with each purchase. That said, I'm sure they'll be selling many of the shares immediately after purchase (especially if the following day's market price shows a steep incline). It's been said that this is a regular practice of Lincoln's.
I did find it interesting that Cytori can require more shares purchased with increases in share price. I suppose that's a clause negotiated by Cytori (or other companies), as it's clearly favorable to Cytori.

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Stock purchases agreement 31 Dec 2016 15:03 #8381

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Waddle

"Lincoln will be acquiring shares below market" -- not so sure that you are being very precise???

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Stock purchases agreement 31 Dec 2016 15:25 #8382

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Rodney,
With a name like Strongg, I'll surmise your reading comprehension skills are equally as strong as mine.
Please see the Agreement that we're all entitled to.
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