Delaware

001-34375

33-0827593

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification Number)

 □

    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 □

    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 □

    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

□

       Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company □

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. □

(a)

On May 18, 2018, the Company held its 2018 Annual Meeting of Stockholders (the “Annual Meeting”). The Company filed its definitive proxy statement for the proposals voted upon at the annual meeting with the Securities and Exchange Commission on April 6, 2018.

(b)

As of March 21, 2018, the record date for the Annual Meeting, 61,613,798 shares of the Company’s common stock were issued and outstanding. A quorum of 44,518,044 shares of common stock were present or represented at the Annual Meeting. The following items of business were voted upon by stockholders at the Annual Meeting:  

1.

Election of Directors. The following members of the Board of Directors were elected to serve until the 2019 annual meeting of stockholders and until their respective successors are elected and qualified, as follows:

VOTES FOR

WITHHOLD AUTHORITY

Richard J. Hawkins

15,219,624

615,711

Marc H. Hedrick, M.D.

15,139,960

695,375

Gary A. Lyons

15,070,955

764,380

Ronald A. Martell

15,164,895

670,440

Gregg A. Lapointe

15,247,289

588,046

2.

Ratify Independent Registered Public Accountants.  The appointment of BDO USA, LLP, independent registered public accountants, to act as the Company’s independent auditors for the fiscal year ending December 31, 2018 was ratified, as follows:

FOR

AGAINST

ABSTAIN

42,085,895

2,039,524

392,625

3.

Approve the amendment and restatement of the Company’s 2014 Equity Incentive Plan.  The amendment and restatement of the Company’s 2014 Equity Incentive Plan was approved as follows:

FOR

AGAINST

ABSTAIN

13,691,255

1,239,043

905,037

4.

Approve an amendment to the Company's amended and restated certificate of incorporation, as amended, to effect, at the discretion of the Board of Directors, a reverse stock split of shares of common stock issued and outstanding or reserved for issuance, at an exchange ratio of not less than 1-for-5 and not greater than 1-for-15, such exchange ratio to be determined by the Board of Directors at its sole discretion.  The proposal was approved, as follows:

FOR

AGAINST

ABSTAIN

35,466,592

8,619,781

431,671

5.

Approve an amendment to the Company's amended and restated certificate of incorporation, as amended, to increase the total number of authorized shares of common stock from 75,000,000 shares to 100,000,000 shares (which amount is not otherwise affected by the reverse split).  The proposal was approved, as follows:

FOR

AGAINST

ABSTAIN

34,768,903

8,543,849

1,205,292

6.

Advisory Vote on Compensation of our Named Executive Officers.   The advisory vote on the compensation of our named executive officers was as follows:

FOR

AGAINST

ABSTAIN

14,114,418

1,403,389

317,528

Exhibit No.

Description

10.1

—

2014 Equity Incentive Plan of Cytori Therapeutics, Inc., as Amended and Restated (incorporated by reference to Appendix A of the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on April 6, 2018).

CYTORI THERAPEUTICS, INC.

            Date:  May 18, 2018

By: /s/ Tiago Girao

Tiago Girao

VP Finance and Chief Financial Officer