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Rights Offering 06 Jun 2018 06:08 #11913

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See SEC filing today re RO for $25 million plus warrants.

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Rights Offering 06 Jun 2018 07:02 #11914

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Subscription Rights to Purchase Up to 25,000 Units
Consisting of an Aggregate of Up to 25,000 Shares of Series C Preferred Stock
and Warrants to Purchase Up to 5,000,000 Shares of Common Stock
at a Subscription Price of $1,000 Per Unit
We are distributing to holders of our common stock and Series B Preferred Stock, at no charge, non- transferable subscription rights to purchase units. Each unit, which we
refer to as a Unit, consists of one share of Series C Preferred Stock and 200 warrants, which we refer to as the Warrants.
 Each Warrant will be exercisable for one share of our Common stock. We refer to the offering that is the subject of this prospectus as the Rights Offering. In the Rights Offering, you will receive one subscription
 right for every share of common stock or Series B Preferred Stock (on an as-if-converted-to-common-stock basis) owned at 5:00 p.m., Eastern Time, on June 26, 2018, the record date of the Rights
Offering, or the Record Date. The Series C Preferred Stock and the Warrants comprising the Units will separate upon the closing
of the Rights Offering and will be issued Separately but may only be purchased as a Unit, and the Units will not trade as a separate security. The subscription rights will not be tradable.
Each subscription right will entitle you to purchase one Unit, which we refer to as the Basic Subscription Right, at a subscription price
 per Unit of $1,000, which we refer to as the Subscription Price. Each Warrant entitles the holder to purchase one share of common stock at
 an exercise price of $3.17 per share from the date of issuance through its
expiration 30 months from the date of issuance. If you exercise your Basic Subscription Rights in full, and any portion of the Units
 remain available under the Rights Offering, you will be entitled to an over- subscription privilege to purchase a portion of the unsubscribed Units at the Subscription Price, subject to proration and ownership limitations,
which we refer to as the Over-Subscription Privilege. Each subscription right consists of a Basic Subscription Right and an Over-Subscription Privilege, which we refer to as the Subscription Right.
The Subscription Rights will expire if they are not exercised by 5:00 p.m., Eastern Time, on July 13, 2018, unless the Rights Offering is extended or earlier terminated by the Company. If we elect to extend the Rights Offering, we will issue a press release announcing the extension no later than 9:00 a.m., Eastern Time, on the next business day after the most recently announced expiration date of the Rights Offering. We may extend the Rights Offering for additional periods in our sole discretion. Once made, all exercises of Subscription Rights are irrevocable.
We have not entered into any standby purchase agreement or other similar arrangement in connection with the Rights Offering. The Rights Offering is being conducted on a best-efforts basis and there is no minimum amount of proceeds necessary to be received in order for us to close the Rights Offering.
We have engaged Maxim Group LLC to act as dealer-manager in the Rights Offering

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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:

Rights Offering 06 Jun 2018 07:10 #11915

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The initial price which determines the number of shares issuable upon convertion of a Preferred Series C share is 2,64.

That price might go down somewhat, :whistle: unless they come with a barrage of news again between now and June 26th.

Any bets if they will get their 25 Million i.e. whether the RO will be over-subscribed again?

File Attachment:

File Name: ROProspectusJune18.pdf
File Size: 961 KB
Attachments:

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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:

Rights Offering 06 Jun 2018 08:07 #11916

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fas wrote: The initial price which determines the number of shares issuable upon convertion of a Preferred Series C share is 2,64.

That price might go down somewhat, :whistle: unless they come with a barrage of news again between now and June 26th.

Any bets if they will get their 25 Million i.e. whether the RO will be over-subscribed again?

File Attachment:

File Name: ROProspectusJune18.pdf
File Size: 961 KB


The 2.64 price is simply the closing price of the common on 6/4 - it is subject to very likely adjustment up or down - I am looking for good news before 6/26 and hoping that the 2.64 goes higher - I don't think that there is any question that they get the 25 million from the RO - that amount will hopefully bridge the time period when positive events will draw in enough cash through partnerships and asset sales sufficient to make this perhaps the last cash raise for many years. :yep: :nice: :cool:

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Rights Offering 06 Jun 2018 09:51 #11917

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Any guesses on the French data coming out prior to the close of this? I think not, I got sucked into the first RO prior to the U.S. trial coming out and they dropped the football.
Do we have a repeat?

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Rights Offering 06 Jun 2018 10:59 #11918

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b767cpt wrote: Any guesses on the French data coming out prior to the close of this? I think not, I got sucked into the first RO prior to the U.S. trial coming out and they dropped the football.
Do we have a repeat?


B7-
I doubt that the French data will come out before the close in Juli.

Based on what I saw -we will go from 6 Mio OS shares (plus a few Mio CYTXZ) to about 20 Mio inclusive warrants. So- the "old" shareholders get stripped of their prior ownership and the "new" ones own the Company, which was basically the same at the last October RO, but not so rampant.

This smells take-over all the way. Old Shareholders disgruntled and ripped off- opportunity knocks for some smart fellows (of which I will be a modest member, as usual).

Key thing I do not grab- the 2016 and 2017 RO´s were both for only 10 Mio and both over-subscribed with 70%- I do understand that the cash requirement for the business plan untill say mid 2019 is about 45 Mio and the 25 Mio RO makes sense (albeit a bit low)- why did they not raise more in 2016 and 2017???
Sheer incompetence or other reasons?
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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:

Rights Offering 06 Jun 2018 11:57 #11919

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fas wrote:

b767cpt wrote: Any guesses on the French data coming out prior to the close of this? I think not, I got sucked into the first RO prior to the U.S. trial coming out and they dropped the football.
Do we have a repeat?


B7-
I doubt that the French data will come out before the close in Juli.

Based on what I saw -we will go from 6 Mio OS shares (plus a few Mio CYTXZ) to about 20 Mio inclusive warrants. So- the "old" shareholders get stripped of their prior ownership and the "new" ones own the Company, which was basically the same at the last October RO, but not so rampant.

This smells take-over all the way. Old Shareholders disgruntled and ripped off- opportunity knocks for some smart fellows (of which I will be a modest member, as usual).

Key thing I do not grab- the 2016 and 2017 RO´s were both for only 10 Mio and both over-subscribed with 70%- I do understand that the cash requirement for the business plan untill say mid 2019 is about 45 Mio and the 25 Mio RO makes sense (albeit a bit low)- why did they not raise more in 2016 and 2017???
Sheer incompetence or other reasons?


I think that a takeover is not likely precipitated by this RO and might actually serve to lessen that possibility - however, one point that I did not consider in my last post is that perhaps they pay-off the Oxford loan in total (or good part) - that would certainly make a takeover easier to do - it also speaks to the need for a greater amount in this RO.

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Rights Offering 06 Jun 2018 12:51 #11920

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rodney.strongg wrote:
I think that a takeover is not likely precipitated by this RO and might actually serve to lessen that possibility - however, one point that I did not consider in my last post is that perhaps they pay-off the Oxford loan in total (or good part) - that would certainly make a takeover easier to do - it also speaks to the need for a greater amount in this RO.


The possibility of a hostile take-over simply increases with the modus and conditions of the RO. My guess would be that they negotiate another postponement of Oxford until say September 1 2019, than the money and business plan requirements are roughly in balance.

And the 3 product launches in 2019 will hopefully take care of the "going concern" issues at Cytori. :yep:
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Rights Offering 06 Jun 2018 21:42 #11921

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IMHO, no company would be looking to acquire Cytori due to its autologous model. Recall that Tigenix switched models before they were acquired, and ironically violated Mesoblast patents. The partnership dream is still a fantasy, as it has been for many years,.so I would not be concerned about being taken over and probably not even taken under. That ship has sailed with the prevalence of the allogeneic model.. JMHO.

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Rights Offering 07 Jun 2018 07:04 #11922

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Wall Street Titan wrote: IMHO, no company would be looking to acquire Cytori due to its autologous model. Recall that Tigenix switched models before they were acquired, and ironically violated Mesoblast patents. The partnership dream is still a fantasy, as it has been for many years,.so I would not be concerned about being taken over and probably not even taken under. That ship has sailed with the prevalence of the allogeneic model.. JMHO.


I own ATHX - however, I do not let their current achievements and likely success exclude the possibility of future autologous successes including CYTX!

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Rights Offering 07 Jun 2018 07:36 #11923

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Fas, what are the three product launches that you mention in one of your other posts?

Also I am intrigued with this type of financing. I assume that the ''Swiss'' were able to buy in via an oversubscription amount that took advantage(?) of disgruntled shareholders who did not exercise their rights in he previous offer. Assuming that the new issue is also not taken up by the old shareholders, the new ones who are itnerested in building up a material position should find this to be a great opportunity.. However will these new investors be in a position to take over the company against managements wishes.? Will poison pill provisions be effective or do you think that this is all managed with the acceptance of management to get control into friendly hands.? And then what ??????????? :really:

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Rights Offering 07 Jun 2018 10:03 #11925

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rongside wrote: Also I am intrigued with this type of financing. I assume that the ''Swiss'' were able to buy in via an oversubscription amount that took advantage(?) of disgruntled shareholders who did not exercise their rights in he previous offer. Assuming that the new issue is also not taken up by the old shareholders, the new ones who are itnerested in building up a material position should find this to be a great opportunity.. However will these new investors be in a position to take over the company against managements wishes.? Will poison pill provisions be effective or do you think that this is all managed with the acceptance of management to get control into friendly hands.? And then what ??????????? :really:


John-
For the October 2017 RO "one" required only to own, 10.000 shares on the effective date to sign for the whole issue. Same thing now again, with the difference that now 25 Mio is being raised and the requirement now is 25.000. I presume the Swiss have deposited most of their shares in the "dropboxes" of their brokerage systems and they will provide most of the cash and gain -as a whole- majority ownership.
I do not know if the poison pill provisions can be effective- I do re-call Saad told me once, that this is NOT the case.
Than what?
Most likely CYTX will be de-listed and will go private. And we will get some pennies back for the dollars invested.

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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:

Rights Offering 07 Jun 2018 10:21 #11926

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rongside wrote: Fas, what are the three product launches that you mention in one of your other posts?




As mentioned before- SCLERADEC II has a super-chance with their primary end-point of 12 weeks Cochin- STAR was SS for the whole n at 12 weeks.
ADRESU has not to cope with placebo (maybe even manipulation)- just hard measurable facts- same thing, excellent chance
AT-0918 is a manufacturing- and a partner issue. They should have the resources to cope with both.

In respect of the monetary aspects- the slides below give guidance- I am thinking of writing an article for the page, trying to answer your question - what is Cytori worth?
In due course :yep:



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Rights Offering 07 Jun 2018 20:45 #11927

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“Most likely CYTX will be de-listed and will go private. And we will get some pennies back for the dollars invested.”

If you truly feel this way Fas, why would you participate in the upcoming RO for a third time?
Could someone please explain to me what the advantage would be in giving the company $1,000 for one share of class C and the right to buy 200 shares at $3.17 when it appears that the stock is tanking towards below $2 once again?

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Rights Offering 08 Jun 2018 07:53 #11928

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b767cpt wrote: “Most likely CYTX will be de-listed and will go private. And we will get some pennies back for the dollars invested.”

If you truly feel this way Fas, why would you participate in the upcoming RO for a third time?
Could someone please explain to me what the advantage would be in giving the company $1,000 for one share of class C and the right to buy 200 shares at $3.17 when it appears that the stock is tanking towards below $2 once again?


B7-
Let me first reiterate my statements from early 2018, when the investments of the Swiss related Companies was revealed- I said, I believed there is a small 10% chance they were Sabby like, a 30% chance they invested (on behalve of others) for share appreciation and 60% as a prelude to a friendly or hostile take-over. I still feel that way.

Why I would participate in the RO? Simple- I believe "they" would have to pay a lot more for the shares not owned compared to the RO price, but even if that price would be 10x the RO price, it still would be "pennies" for long time investors.

Consider this- Hedrick took over in 2014, when the pre-pre-split price was about 2$. Most LT folks had average acquisition values of between 3-5$ in those days, so were already losing heavily. There were plenty on this board with hundreds of thousands in their portfolio- Franshei and DOV included. Hedrick went straight to the Sabby´s of this world with the results we know. Inexperience or collusion???? I am still not sure.

Anyway- 4 years later that 2$ is worth 1.3 cent- even with a 10-fold appreciation, we will still get 6,5 cents on the dollar back.

On the warrant price issue- that was changed in October 2017 too. It simply makes sense for the Swiss to sell in the open market right now, to get the price down. The cheaper the RO becomes and the more shares they can pick up.
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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:

Rights Offering 08 Jun 2018 08:20 #11929

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fas wrote:

b767cpt wrote: “Most likely CYTX will be de-listed and will go private. And we will get some pennies back for the dollars invested.”

If you truly feel this way Fas, why would you participate in the upcoming RO for a third time?
Could someone please explain to me what the advantage would be in giving the company $1,000 for one share of class C and the right to buy 200 shares at $3.17 when it appears that the stock is tanking towards below $2 once again?


B7-
Let me first reiterate my statements from early 2018, when the investments of the Swiss related Companies was revealed- I said, I believed there is a small 10% chance they were Sabby like, a 30% chance they invested (on behalve of others) for share appreciation and 60% as a prelude to a friendly or hostile take-over. I still feel that way.

Why I would participate in the RO? Simple- I believe "they" would have to pay a lot more for the shares not owned compared to the RO price, but even if that price would be 10x the RO price, it still would be "pennies" for long time investors.

Consider this- Hedrick took over in 2014, when the pre-pre-split price was about 2$. Most LT folks had average acquisition values of between 3-5$ in those days, so were already losing heavily. There were plenty on this board with hundreds of thousands in their portfolio- Franshei and DOV included. Hedrick went straight to the Sabby´s of this world with the results we know. Inexperience or collusion???? I am still not sure.

Anyway- 4 years later that 2$ is worth 1.3 cents - even with a 10-fold appreciation, we will still get 6,5 cents on the dollar back.

On the warrant price issue- that was changed in October 2017 too. It simply makes sense for the Swiss to sell in the open market right now, to get the price down. The cheaper the RO becomes and the more shares they can pick up.


Fas, excellent response although I would rate a takeover possibility at much less than 60% - also, with a 10-fold increase, why don't we get .13 back on the dollar rather than .065?

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