Cytori Therapeutics, Inc. (Nasdaq:CYTX) provides a reminder to
stockholders that its previously announced rights offering will
remain open until 5:00 PM Eastern Time on Tuesday, November 21,
2017. Rights holders will need to exercise their subscription
rights prior to that date and time.
The unit pricing remains $1,000 per unit, each unit consisting
of one share of Series B Preferred Stock with a face value of $1000
(and immediately convertible into common stock at a conversion
price of $0.3333) and warrants with an exercise price of $0.3333.
As an illustration, an investor wishing to invest $10,000 into the
rights offering would subscribe to 10 rights (10 x $1,000 =
$10,000). Upon conversion to common shares ($0.3333 conversion
price) the investor would receive 30,000 common shares along with
18,000 warrants (exercisable at $0.3333). The warrants will be
exercisable upon stockholder approval to increase our authorized
shares of common stock.
If exercising subscription rights through a broker, dealer, bank
or other nominee, rights holders should promptly contact their
nominee and submit subscription documents and payment for the units
subscribed for in accordance with the instructions and within the
time period provided by such nominee. The broker, dealer, bank or
other nominee may establish a deadline before November 21, 2017, by
which instructions to exercise subscription rights, along with the
required subscription payment, must be received.
All record holders of rights certificates that wish to
participate in the rights offering must deliver a properly
completed and signed rights certificate, together with payment of
the subscription price for both basic subscription rights and any
oversubscription privilege election, to the Subscription Agent, to
be received before 5:00 PM Eastern Time on November 21, 2017. The
Subscription Agent is:
By
mail: |
|
By hand
or overnight courier: |
Broadridge Corporate
Issuer Solutions, Inc.Attn: BCIS Re-Organization Dept.P.O. Box
1317Brentwood, New York 11717-0693(855) 793-5068 (toll free) |
|
Broadridge Corporate
Issuer Solutions, Inc.Attn: BCIS IWS51 Mercedes WayEdgewood, New
York 11717(855) 793-5068 |
|
|
|
Under the rights offering, Cytori has distributed one
non-transferable subscription right for each share of common stock
held on the previously announced record date of October 27, 2017.
Each right entitles the holder to purchase one unit consisting of
one share of a Series B Preferred Stock and 1,800 Warrants. Each
share of Series B Preferred Stock is convertible into 3,000 shares
of common stock. Each Warrant entitles the holder to purchase one
share of common stock at an exercise price of $0.3333 per share for
30 months from the date of issuance. Cytori has applied to list the
warrants on Nasdaq, although there is no assurance that a
sufficient number of subscription rights will be exercised so that
the warrants will meet the minimum listing criteria to be accepted
for listing on Nasdaq under the symbol “CYTXS.” The warrants may be
redeemed by Cytori prior to their expiration if Cytori’s common
stock closes above $0.83325 per share for 10 consecutive trading
days. The subscription rights are non-transferrable and may only be
exercised during the anticipated subscription period and through
5:00 PM Eastern Time on Tuesday, November 21, 2017, unless
extended. A registration statement relating to these securities has
been declared effective by the Securities and Exchange
Commission.
Holders who fully exercise their basic subscription rights will
be entitled, if available, to subscribe for an additional amount of
units that are not purchased by other stockholders, on a pro rata
basis and subject to ownership limitations.
Cytori has engaged Maxim Group LLC as dealer-manager for the
rights offering.
Each stockholder of record as of October 27, 2017, will receive
by mail an information packet that explains the rights offering.
Stockholders with specific questions are urged to contact
Broadridge Corporate Issuer Solutions, Cytori's information agent
for the rights offering, by calling 855-793-5068 (toll-free); or
Maxim Group LLC, 405 Lexington Avenue, New York, NY 10174,
Attention Syndicate Department, email: syndicate@maximgrp.com or
telephone 212-895-3745.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy these securities, nor will there be
any sale of these securities in any state or other jurisdiction in
which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
state or jurisdiction.
The Company's registration statement on Form S-1 was declared
effective by the U.S. Securities and Exchange Commission (SEC) on
November 2, 2017. The prospectus and related prospectus supplement,
and all of the Company's SEC filings may be found in the Investor
Relations section of Cytori's website at www.ir.cytori.com.
Cautionary Note Relating to Forward-Looking
Statements
This release contains forward-looking statements which are made
pursuant to the safe harbor provisions of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. Statements contained
in this release, other than statements of historical fact,
constitute "forward-looking statements." The words "expects,"
"believes," "potential," "possibly," "estimates," "may," "could"
and "intends," as well as similar expressions, are intended to
identify forward-looking statements. These forward-looking
statements do not constitute guarantees of future performance.
Investors are cautioned that statements which are not strictly
historical statements, including, without, statements regarding
conduct and timing of our rights offering, are forward-looking
statements. Forward-looking statements are subject to risks and
uncertainties that could cause our actual results and financial
position to differ materially. Some of these risks include our
financial condition (including cash runway, our ability to access
additional capital to fund our business, and our expectation that
we will continue to incur losses at least in the near-term);
clinical and regulatory uncertainties (including conduct and
results of our clinical trials and investigator-initiated clinical
trials using our technology, and challenges in obtaining and
maintaining regulatory clearances and approvals for our products);
market acceptance of our technologies, including introduction of
superior technologies into our anticipated markets; our ability to
compete with larger, better financed competitors; dependence on
third-party clinical investigators, suppliers and manufacturers;
our ability to commercialize and sell products; our compliance with
laws, rules and regulations applicable to our business; our ability
to attract and retain skilled personnel; our volatile stock price;
and our ability to protect and expand our intellectual property
rights; and other risks and uncertainties described under the “Risk
Factors” in Cytori's Securities and Exchange Commission Filings.
These forward-looking statements speak only as of the date made. We
assume no obligation or undertaking to update or revise any
forward-looking statements contained herein to reflect any changes
in our expectations with regard thereto or any change in events,
conditions or circumstances on which any such statement is based.
You should, however, review additional disclosures we make in our
registration statement on Form S-1 for the rights offering, as well
as our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q
and Current Reports on Form 8-K.
Source: Cytori Therapeutics, Inc.
Cytori Therapeutics, Inc.Tiago Girao,
1-858-458-0900ir@cytori.com
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