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TOPIC: Filing of 07/25/2018- changes to bylaws

Filing of 07/25/2018- changes to bylaws 29 Jul 2018 12:17 #12118

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probably this doesnt interests anyone beyond myself, but there were changes to the RO, which originally had the stipulation that all acquired Preferred C would be converted immediately in common. Coming to think of it- there maybe some guests who might have an interest in the following
The changes were in Item 5.03
1. Preferred C is convertible at the option of Cytori 2 years after July 25 2018 and convertible at any time by the holder, subject to ANY PORTION of that conversion which would make the holder or any affilate a greater than 9,99% owner of Cytori stock.
2. If Cytori sells or issues stock in the future at any price lower than the conversion price of 0,7986 $ - the conversion of Preferred C will be adjusted to this price.
3. In case of a liquidation or winding-up of Cytori, C holders receive their money back before any other junior securities.
The changes were on Item 8.01
1. Maxim and Cytori agree that no public issuance of common stock may take place 90 days after the completion of the RO- i.e. from 07/25/2018. This is the one I do not understand, but who cares.

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File Name: 8K-072518.pdf
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Filing of 07/25/2018- changes to bylaws 30 Jul 2018 06:26 #12119

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fas wrote: probably this doesnt interests anyone beyond myself, but there were changes to the RO, which originally had the stipulation that all acquired Preferred C would be converted immediately in common. Coming to think of it- there maybe some guests who might have an interest in the following
The changes were in Item 5.03
1. Preferred C is convertible at the option of Cytori 2 years after July 25 2018 and convertible at any time by the holder, subject to ANY PORTION of that conversion which would make the holder or any affilate a greater than 9,99% owner of Cytori stock.
2. If Cytori sells or issues stock in the future at any price lower than the conversion price of 0,7986 $ - the conversion of Preferred C will be adjusted to this price.
3. In case of a liquidation or winding-up of Cytori, C holders receive their money back before any other junior securities.
The changes were on Item 8.01
1. Maxim and Cytori agree that no public issuance of common stock may take place 90 days after the completion of the RO- i.e. from 07/25/2018. This is the one I do not understand, but who cares.

File Attachment:

File Name: 8K-072518.pdf
File Size: 225 KB


The last item likely contemplates either a private placement, a merger or a buy-out imo.

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Filing of 07/25/2018- changes to bylaws 30 Jul 2018 08:28 #12120

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rodney.strongg wrote: The last item likely contemplates either a private placement, a merger or a buy-out imo.


I do not know what a 90 days "quiet period" in respect of stock issues, has anything to do with a take-over, but you are right- most likely there is some relation to what is going on in the background.

Item 1 clearly stops the accumulation of large holdings in its tracks by means of the RO and is key. Maxim surely knows the big underwriters- so there might be some relation there. Whatever- if anybody means business, they will have to use the market to buy.

I am basically just interested in the August call at present.

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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:

Filing of 07/25/2018- changes to bylaws 30 Jul 2018 09:10 #12121

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The 90 days part means nothing, is fairly standard, and while I wont waste time looking, I believe has been included in the past with Cytori raises.
Otherwise, we can all do the math on how long this raise last.
The part about "c" status should remember Oxford et al will be first in line.
Otherwise I agree, Tiago and the group must be trying to figure out what to do with this now that the RO was a failure.

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Filing of 07/25/2018- changes to bylaws 30 Jul 2018 10:42 #12122

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fas wrote:

rodney.strongg wrote: The last item likely contemplates either a private placement, a merger or a buy-out imo.


I do not know what a 90 days "quiet period" in respect of stock issues, has anything to do with a take-over, but you are right- most likely there is some relation to what is going on in the background.

Item 1 clearly stops the accumulation of large holdings in its tracks by means of the RO and is key. Maxim surely knows the big underwriters- so there might be some relation there. Whatever- if anybody means business, they will have to use the market to buy.

I am basically just interested in the August call at present.


Having said what I said in my previous post, I must admit that the SP action since the RO (and even before) certainly doesn't seem to be inferring any kind of transaction premium - on the contrary, it seems to be suggesting more that a BK-type restructuring may be more likely (notwithstanding Hedrick having put at risk a measly $35 thousand).

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Filing of 07/25/2018- changes to bylaws 30 Jul 2018 11:29 #12123

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myownhedgefund wrote: The 90 days part means nothing, is fairly standard, and while I wont waste time looking, I believe has been included in the past with Cytori raises.

Hedge- I have not known that this is standard and have never seen this (although having seen and read quite a lot), surely you can explain the reason why this is done and also why it is done after the fact (i.e. after the RO and service provided) and not before?

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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:

Filing of 07/25/2018- changes to bylaws 30 Jul 2018 17:10 #12124

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Fas
First off...since I rarely play in pennies (which I consider sub $5 ) my experience may be limited here but I have seen such limitations in the past.

Agree, after the fact interesting


As far as why....I cant say I "know for sure" but I have always assumed it was to provide some assurance that a participant would not be immediately diluted and also allow the main players time to complete whatever hedge the have applied.

August call should be less than 2 weeks away

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Filing of 07/25/2018- changes to bylaws 30 Jul 2018 18:14 #12125

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myownhedgefund wrote: Fas
First off...since I rarely play in pennies (which I consider sub $5 ) my experience may be limited here but I have seen such limitations in the past.

Agree, after the fact interesting


As far as why....I cant say I "know for sure" but I have always assumed it was to provide some assurance that a participant would not be immediately diluted and also allow the main players time to complete whatever hedge the have applied.

August should be less than 2 weeks away


"since I rarely play in pennies" - LOL - half of your life has been dedicated to closely following CYTX for at least 5+ years!!

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Filing of 07/25/2018- changes to bylaws 30 Jul 2018 20:33 #12126

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I said "play" not "follow" and it is well over 12 years here
Look what it got me ...LOL
Its OK though....fun to swing for the fences once in awhile as long as you play correctly
Meanwhile, real companies have been paying all along both long term and trades.

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Filing of 07/25/2018- changes to bylaws 31 Jul 2018 11:48 #12127

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myownhedgefund wrote: Fas

As far as why....I cant say I "know for sure" but I have always assumed it was to provide some assurance that a participant would not be immediately diluted and also allow the main players time to complete whatever hedge the have applied.


Yeah - I get it- you do not know. Your assumption does not make sense- Cytori certainly would not agree to something like that in hindsight. Anyway- this whole thing is pretty awkward- Maxim should have gotten 6% of the gross proceeds (if under 12 Mio) and Broadridge some fixed- 75K I believe- this does not ad up to the 1 Mio difference between gross and net proceeds. I have taken note- as usual.

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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:

Filing of 07/25/2018- changes to bylaws 31 Jul 2018 15:10 #12128

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2. If Cytori sells or issues stock in the future at any price lower than the conversion price of 0,7986 $ - the conversion of Preferred C will be adjusted to this price.


Also known as RETROACTIVE DILUTION. This shows how desperate Cytori was ---- and in the end they netted less than $6,000,000? It also shows how the sharks too advantage of the situation as sharks are known to do. Pathetic.

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Filing of 07/25/2018- changes to bylaws 31 Jul 2018 15:56 #12129

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“- Maxim should have gotten 6% of the gross proceeds (if under 12 Mio) and Broadridge some fixed- 75K I believe- this does not ad up to the 1 Mio difference between gross and net proceeds. I have taken note- as usual.”

Interesting Fas, so the question is, where did the other approximate 550K go?

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Filing of 07/25/2018- changes to bylaws 31 Jul 2018 16:19 #12130

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b767cpt wrote: “- Maxim should have gotten 6% of the gross proceeds (if under 12 Mio) and Broadridge some fixed- 75K I believe- this does not ad up to the 1 Mio difference between gross and net proceeds. I have taken note- as usual.”

Interesting Fas, so the question is, where did the other approximate 550K go?


Guys, look at the filings closer and I am sure that you will reconcile the difference - 550k doesn't just disappear!

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