Attached files
| file | filename |
|---|---|
| 8-K - Nuo Therapeutics, Inc. | v198505_8k.htm |
| EX-5.2 - Nuo Therapeutics, Inc. | v198505_ex5-2.htm |
| EX-4.1 - Nuo Therapeutics, Inc. | v198505_ex4-1.htm |
| EX-5.1 - Nuo Therapeutics, Inc. | v198505_ex5-1.htm |
| EX-10.1 - Nuo Therapeutics, Inc. | v198505_ex10-1.htm |
| EX-10.4 - Nuo Therapeutics, Inc. | v198505_ex10-4.htm |
| EX-10.3 - Nuo Therapeutics, Inc. | v198505_ex10-3.htm |
| EX-10.2 - Nuo Therapeutics, Inc. | v198505_ex10-2.htm |
Cytomedix
Secures $13 Million in Committed Funding
Portion
of proceeds to pay for Angel acquisition obligation
GAITHERSBURG, Md. (October 8,
2010) – Cytomedix, Inc. (NYSE Amex: GTF), a leading developer of
biologically active regenerative therapies for wound care, inflammation and
angiogenesis, announced today that the Company has secured approximately $13
million in current and future funding via a registered direct offering
and commitments under two separate equity purchase
agreements.
The
Company has entered into a securities purchase agreement with certain existing
shareholders and a new institutional investor for the sale of 3,727,677 shares
of its common stock in a registered direct offering priced at $0.40 per share
for non-affiliates and $0.53 for affiliates. In addition, warrants to
purchase an aggregate of 1,863,839 shares of common stock will be issued to the
investors. The warrants are exercisable beginning April 6, 2011, expire five
years after initially exercisable and have an exercise price of $0.60 per
share. Lincoln Park Capital Fund, LLC (“LPC” or “Lincoln Park”) led
the transaction with a $500,000 investment in this registered direct
offering. Gross proceeds of the offering, before agent fees and
offering expenses, are expected to be approximately $1.50 million. Subject to
customary closing conditions, this transaction is expected to close on or before
October 11, 2010. These securities were offered through a prospectus
supplement pursuant to the Company’s effective shelf registration statement and
base prospectus contained therein.
“We are
pleased to have secured this funding as it provides us with the immediate
capital to honor our commitment to the Sorin Group and provides us incremental
capital to pursue our business strategy” said Martin P. Rosendale, President and
Chief Executive Officer. Over 35% of the capital raised came from
significant shareholders, insiders, and employees. We appreciate the continued
support of these existing shareholders and welcome our new ones. “
In
addition, the Company entered into two separate purchase agreements with Lincoln
Park. The first is for $10 million for which a new registration
statement will be filed and the second is for $1.5 million using the existing
shelf registration. The pricing terms, maturity, and other relevant
economic terms are consistent across the two agreements.
Under the
existing shelf registration statement, in the case of the $1.5 million purchase
agreement, and after the SEC has declared the registration statement effective,
in the case of the $10 million purchase agreement, the Company has the right
over the 25 month period to sell 150,000 shares of common stock to LPC every
other business day. The Company will control the timing and amount
of any sales of shares to LPC and in neither agreement, is the Company obligated
at any time to sell shares to LPC. Should the Company elect to sell shares
to LPC under either of the agreements, the purchase price would be fixed on the
date of sale and based on the prevailing market prices of the Company’s shares
for a period immediately preceding the sale.
In
consideration for entering into the $10 million purchase agreement, the Company
issued 305,944 of unregistered shares of common stock. The Company further
agreed to issue up to 428,322 shares of common stock on a pro-rata basis as
commitment shares in connection with LPC purchases up to $7 million of the
aggregate $11.5 million commitment amount. Sale or transfer of the
commitment shares, when they are issued, is prohibited until the expiration of
the term or Company termination of the agreement. There are no warrants
associated with any purchases under the agreement and the agreements prohibit
any shorting or hedging by LPC.
The net
proceeds from these financings will be used for continuing product development,
sales and marketing, and general corporate purposes.
Mr.
Rosendale further commented, “We are pleased by the commitment from Lincoln
Park, a fundamentally oriented investor. We are under no obligation
to utilize the facility, but plan to use any proceeds to support and accelerate
the development of our regenerative therapies and to expand our marketing
efforts.”
A more
detailed description of the agreements with Lincoln Park is set forth in the
Company’s current Report on Form 8-K, as filed earlier today with the
SEC.
This
press release does not constitute an offer to sell or a solicitation of an offer
to buy the securities in this offering, 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.
About
Lincoln Park Capital
LPC is an
institutional investor headquartered in Chicago, Illinois. LPC’s
experienced professionals manage a portfolio of investments in public and
private entities. These investments are in a wide range of companies and
industries emphasizing life sciences, energy and technology. LPC’s
investments range from multiyear financial commitments to fund growth to special
situation financings to long-term strategic capital offering companies
certainty, flexibility and consistency. For more information, visit www.LincolnParkCapital.com.
About
Cytomedix, Inc.
Cytomedix
develops, sells and licenses regenerative biological therapies primarily for
wound care, inflammation and angiogenesis. The Company markets the
AutoloGel™ System, a device for the production of platelet rich plasma (PRP) gel
derived from the patient’s own blood for use on a variety of exuding wounds; the
Angel® Whole Blood Separation System, a blood processing device and disposable
products used for the separation of whole blood into red cells, platelet poor
plasma (PPP) and PRP in surgical settings; and the activAT® Autologous Thrombin
Processing Kit, which produces autologous thrombin serum from
PPP. The activAT® kit is sold exclusively in Europe and Canada, where
it provides a completely autologous, safe alternative to bovine-derived
products. The Company is pursuing a multi-faceted strategy to
penetrate the chronic wound market with its products, as well as opportunities
for the application of AutoloGel™ and PRP technology into other markets such as
hair transplantation and orthopedics while actively seeking complementary
products for the wound care market. Cytomedix also seeks to monetize other
product candidates in its pipeline through strategic partnerships, out-licensing
or sale. Most notably is its anti-inflammatory peptide (designated
CT-112) that has shown promise in preclinical testing. Additional
information regarding Cytomedix is available at www.cytomedix.com.
Safe
Harbor Statement
Statements
contained in this communication not relating to historical facts are
forward-looking statements that are intended to fall within the safe harbor rule
for such statements under the Private Securities Litigation Reform Act of 1995.
The information contained in the forward-looking statements is inherently
uncertain, and Cytomedix’s actual results may differ materially due to a number
of factors, many of which are beyond Cytomedix’s ability to predict or control,
including among others, viability and effectiveness of the Company’s sales
approach and overall marketing strategies, the outcome of development or
regulatory review of CT-112, commercial success or acceptance by the medical
community, competitive responses, the Company's ability to raise additional
capital and to continue as a going concern, and Cytomedix's ability to execute
on its strategy to market the AutoloGel™ System as contemplated, the Company’s
ability to successfully integrate the Angel® and activAT® product lines
into its existing business, to assume and satisfy certain liabilities related to
the Angel® and activAT® product lines, or its ability to service the deferred
payments related to the acquisition of the Angel® and activAT® product lines.
These forward-looking statements are subject to known and unknown risks and
uncertainties that could cause actual events to differ from the forward-looking
statements. More information about some of these risks and uncertainties may be
found in the reports filed with the Securities and Exchange Commission by
Cytomedix, Inc. Cytomedix operates in a highly competitive and rapidly changing
business and regulatory environment, thus new or unforeseen risks may arise.
Accordingly, investors should not place any reliance on forward-looking
statements as a prediction of actual results. Except as is expressly required by
the federal securities laws, Cytomedix undertakes no obligation to update or
revise any forward-looking statements, whether as a result of new information,
changed circumstances or future events or for any other reason.
Contacts:
| Cytomedix, Inc. | Lippert/Heilshorn & Associates |
|
David
Jorden, Executive Board Member
|
Anne
Marie Fields
|
|
Martin
Rosendale, CEO
|
(afields@lhai.com)
|
|
Andrew
Maslan, CFO
|
(212)
838-3777
|
| (240) 499-2680 | |
| Bruce Voss | |
| (bvoss@lhai.com) | |
| (310) 691-7100 |
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