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TOPIC: The S-1 re-visited

The S-1 re-visited 29 Aug 2017 11:58 #9928

  • fas
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I have not had much time for Cytori -matters and therefore it took until today to have a glance at the S-1 issued on August 14.

The filing starts with a statement from Hedrick:



Unfortunately after reading through the filing and it conditions I must say, I have no confidence whatsoever in this team and think that they are up trying to screw shareholders again, which brings me to an early conclusion that the last line in Hedrick´s statement does not apply to me. I have zilch confidence in the team and specifically Hedrick.

Please correct me if I am wrong-

My reading is

  • they have presently 5 Mio (more or less) preferred-B shares to be issued, sparely sweetened by a negligible 0,1 warrant for a certain price to be determined and would like to raise 10 Mio $.

  • those preferred B shares can NOT be traded. since not listed.

  • at some point in time, WHEN SHAREHOLDER APPROVAL- is obtained to extend the authorized shares above 75 Mio- a conversion rate of the preferred B shares into common will be determined by the Board, after which the owner of Preferred B shares can convert as they see fit

  • however - this conversion rate is nowhere stated to be at market or something reasonable- but can be SUBJECT TO ADJUSTMENT- see below

  • from the filing -

    Subject to obtaining the Stockholder Approval, each share of Series B Preferred Stock will be convertible at the option of the holder at any time into the number of shares of our common stock determined by dividing the x $ stated value per share of the Series B Preferred Stock by a conversion price of $ per share, subject to adjustment.


    Well- for the time being and assuming my interpretation is correct- I can only say- screw you Hedrick - I prefer to write off all invested before being screwed again.
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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:

    The S-1 re-visited 29 Aug 2017 12:24 #9929

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    Fas, I do not see how they can issue the preferred stock until the conversion rate is known which means that S/H approval will be obtained before the issuance. Until you know the conversion rate, it's not possible to comment on the merits of the Offering.

    PS - I understand your feelings based on the losses than many of us have incurred over many years due in good part to poor CYTX execution, but where there is life there is still hope at least imo.

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    The S-1 re-visited 29 Aug 2017 13:06 #9931

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    Fas,

    You are right in sitting this one out because the hole they have dug is so deep it is more analogous to an abyss. However, anyone who is considering participating should ask two simple questions of Hedrick:

    1) Exactly how many shares are you buying?
    2) Exactly how many shares are other members of management and the board buying?

    If they ALL aren't investing at least 1 year of base salary, a salary that has turned out to be a charitable contribution paid for by shareholders, they aren't putting their money where their mouths are and should be ashamed for even asking. Just my humble opinion.

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    The S-1 re-visited 29 Aug 2017 13:25 #9933

    • rothco619
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    Nobody will participate and anyone stupid enough to consider it, should not invest a penny unless hedrick steps down. Seriously, what does he take in compensation some $600,000 + a year? he has slaughtered the golden goose, bilked investors out of hundreds of millions of dollars, and dug a hole so deep that Cytori will never climb out of it. The bullshit coming out of San Diego stinks so bad I can smell it in NYC. Time to lock this guy up right along side of HRC.

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    The S-1 re-visited 29 Aug 2017 20:24 #9937

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    A few thoughts:
    1. I have felt for some time that CYTX management would love to be rid of the old time shareholders. Especially since we can easily recite the dismal history.

    2.Fas, you are correct, I forgot about the authorized 5 million share preferred limit. I remember now. So do we really see a $2 pricing ? Think of the conversion...LOL That will take care of the #1 issue as the dilution will be incredible and even greater if the PPS drops...which brings us to #3

    3. (franshei) There is absolutely no reason once the rights offering is complete that the common can not be sold. Thus holding preferred and warrants. Proper timing could be quite beneficial I suppose. Rest assured, there will be a vote, but you will really have no say.

    4. The immediate relief I felt once that sell order filled last month continues. There is nothing here. Only a game that pays 600K/year to make millions in trading profits for others. IMHO, of course !

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    The S-1 re-visited 29 Aug 2017 21:50 #9938

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    HF:

    #1 makes no business sense

    #2 you have no idea what the conversion might be - there could be news before - also, maybe the preferred will have a dividend.

    #3 Already has been said -obvious.

    #4 "The immediate relief I felt once that sell order filled last month continues." - what the hell are you talking about???

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    The S-1 re-visited 30 Aug 2017 00:02 #9940

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    myownhedgefund wrote:
    2.Fas, you are correct, I forgot about the authorized 5 million share preferred limit. I remember now. So do we really see a $2 pricing ? Think of the conversion...LOL That will take care of the #1 issue as the dilution will be incredible and even greater if the PPS drops...which brings us to #3


    In view of the likely dismal participation the required price could be at 10$ or something. This opens an interesting opportunity for totally new investors who presently do not own Cytori- as yourself owning only 4% of your past holdings- that suffices to get a reasonably big share of Cytori again and hold-outs will be the suckers- as usual. Imagine the gigantic stock options to be issued early 2018 again to the heroes in San Diego.

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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:

    The S-1 re-visited 30 Aug 2017 00:06 #9941

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    Hedge-

    Come to think- you reported IB was at zilch for shares available for shorting.

    Can you keep an eye on the naked shorts?

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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:

    The S-1 re-visited 30 Aug 2017 09:32 #9942

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    As I posted last week, I would be surprised if there are any available shares to be shorted now other than perhaps by M/M's.

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    The S-1 re-visited 01 Sep 2017 10:00 #9954

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    On my daily walk through the vineyards I realized that I wrote quite some humbug on the mechanics of the RO.

    The subscription right for participating is one preferred B share per outstanding common share.

    We have roughly 35 Mio outstanding but only 5 Mio preferred shares are available. So 35 Mio shares "compete" (:grin: ) for 5 Mio preferred i.e. if only 1/7 th of shareholders participate at a price of 2$ say- they get their 10 Mio.

    Since Cytori has always been a big part of my life the past 13 years, I am re-thinking.

    But first - since DOV said goodbye to the Lodge and I presume to Cytori too (I do not know), we need some liaison to the Company again- at least I would like to be informed of the synergy of nano liposome tech from a scientist and of the virtues of the new CTX-2 hopefully from Min. I will reach out to Hedrick if I can get access to the relevant "brains" at cytori.

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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:

    The S-1 re-visited 01 Sep 2017 14:19 #9956

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    Fas, would be great if Hedrick accommodates you.

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