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TOPIC: Use of ATM and Insider Buying

Use of ATM and Insider Buying 18 Mar 2015 05:56 #3839

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From today´s filing one can take that there was a "lock" on Cytori using the ATM.

By agreement that lock is now removed, probably meaning that Sabby et al have taken care of doing what they intended to do already. :grin:

On March 16, 2015, Cytori Therapeutics, Inc., a Delaware corporation (the “Company”), entered into Amendment One to the Securities Purchase Agreement between the Company and certain institutional investors dated October 8, 2015 (the “Amendment”) .

The Amendment modifies Section 4.13(a) of the Securities Purchase Agreement to allow the Company to sell shares of its common stock via use of its “At The Market” offering facility with Cowen & Co. LLC immediately, rather than waiting the prescribed time of seventy five days after the Stockholder Approval Date (January 6, 2015).

The foregoing is only a brief description of the material terms of the Amendment and does not purport to be a complete description of the rights and obligations of the parties there under. The foregoing description is qualified in its entirety by reference to Amendment One to the Securities Purchase Agreement dated March 16, 2015, which will be filed as an exhibit to the Company’s next Quarterly Report on Form 10-Q.


We have entered the "window of opportunity" period now (2 working days after results publication) in which management can buy shares in the open market.
By virtue of such events NOT happening so far, one should think some deal is on its way, which news than can be used to use part of the ATM. :whistle:
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Use of ATM and Insider Buying 19 Mar 2015 17:40 #3867

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I am wondering that none of you guys did discuss the aspect of Sabby politely agreeing to cut of the Lock Up Period of the ATM:

The Amendment modifies Section 4.13(a) of the Securities Purchase Agreement to allow the Company to sell shares of its common stock via use of its “At The Market” offering facility with Cowen & Co. LLC immediately, rather than waiting the prescribed time of seventy five days after the Stockholder Approval Date (January 6, 2015)

I guess it makes sense to think about Sabbys motivation concerning this move. I would´nt be surprised to see them hedged their full position of 52 million shares.. About 30 million shares have been traded in the range of 1.30 - 1,47 during the last three weeks without being able to break that resistance.... Where did all these shares come from?

They could have earned a whopping 1,40% return on their 13 million $ investment within just 5 months of investment....

Either way they do not seem to be concerned about additional dilution or stock supply anymore - which they apparrently were while singing the financing agreement. Otherwise the would not have added such clause into the financing agreement...

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Use of ATM and Insider Buying 19 Mar 2015 19:28 #3868

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It is quite possible that Sabby has sold all of their common stock. I do not think they have to report dropping below the 5% ownership level. May 15th will tell the rest of the story (for those old enough to remember Paul Harvey).

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Use of ATM and Insider Buying 19 Mar 2015 19:57 #3869

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Sabby may have been solely responsible for the big increase in the short position as a hedge against their free warrants. That would be the only reason for them the excercise their warrants. To be honest, I wasn't aware that the ATM was on hold because of SABBY. At the time, I was too disgusted to read the document that described the details of how we got raped. :evil:

WST

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Use of ATM and Insider Buying 20 Mar 2015 06:39 #3870

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If i´am Sabby i want more profit out of this investment. I allow the ATM while the share price is much higer (1,2$ contra .45$) and the dilution is no longer such a risc. I would speculate that when cytori is well financed the possibility of higher share prizes could become realityc. I would help that the share prize rise. My target were 3-4$ area...

holdi

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Use of ATM and Insider Buying 20 Mar 2015 07:48 #3871

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Old Fox, it all depends on Sabby's motivation for making the original investment. I say it is more likely they were looking for a short term opportunity. That is the only case where it would make sense to exercise the warrants. So I'm thinking they are responsible for the big jump in short position reported on the day the shares started this move up and they are waiting for the warrants to become excersizable so they can cover a short position that is costing them 13% annually. If that is the case it means cash for the company.

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Use of ATM and Insider Buying 20 Mar 2015 09:23 #3872

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I think the same way wst - hedgefunds are of short term profit seeking nature. I doubt that Hal Mintz is looking into the long term prospects of CYTX.... He has probably made his profit now and looking for new opportunities!

Second possibility:
Tiago has made a deal with a certain group of funds: These short the stock in the range of 1.30 - 1.47 and buy back at ~1.20 to cover their position. Typicall win-win-situation. Quick and easy 15% profit for the funds while CYTX kann sell 10 million shares through the ATM without significantly depressing the price.

The 30 million shares traded at that range speak a clear languaguage anyway. I doubt that these shares stem from individual traders locking in their profit or from non-strategic short sellers....

The sooner CYTX tells, the better anyway...

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Use of ATM and Insider Buying 20 Mar 2015 10:06 #3873

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The sooner CYTX tells, the better anyway.


Of course Cytori is telling us occasionally something in the 10K´s and 10Q´s. From the last 10K-



The movements in Outstanding Common (and preferred) is explained in the notes, which read as follows:

Preferred Stock
We have authorized 5,000,000 shares of $0.001 par value preferred stock. Our Board of Directors is authorized to designate the terms and conditions of any preferred stock we issue without further action by the common stockholders.  There were 13,500 and -0- shares of Series A 3.6% Convertible Preferred Stock issued and 5,311 and -0- shares outstanding as of December 31, 2014 and 2013, respectively.

In October 2014, we entered into a Securities Purchase Agreement with certain institutional investors pursuant to which the Company sold a total of 13,500 units for a purchase price of $1,000 per unit, with each unit consisting of one share of the Company’s Series A 3.6% Convertible Preferred Stock, which are convertible into shares of the Company’s common stock with a conversion price of $0.52, and warrants to purchase up to a number of shares of common stock equal to 100% of the conversion shares under the shares of preferred stock, in a registered direct offering. Each warrant has an exercise price of $0.5771 per share, is exercisable six months after the date of issuance and expires five years from the date on which it is initially exercisable. The preferred stock and the warrants were immediately separable and were issued separately. As of December 31, 2014, 8,189 units had been converted into 15,747,000 shares of common stock.

We recorded a dividend of $1.2 million for the year ended December 31, 2014, related to a beneficial conversion feature included in the issuance of our Series A 3.6% Convertible Preferred Stock.  The fair value of the common stock into which the Series A 3.6% preferred stock was convertible on the date of issuance exceeded the proceeds allocated to the preferred stock, resulting in the beneficial conversion feature that we recognized as a dividend to the preferred shareholders and, accordingly, an adjustment to net loss to arrive at net loss allocable to common shareholders.  Certain shares of Series A 3.6% Convertible Preferred Stock were not convertible until shareholder approval, which occurred in January 2015.  As a result, an additional dividend for the beneficial conversion feature of $0.6 million will be recorded during the quarter ended March 31, 2015.

Common Stock
In May 2014, we and 47 holders of warrants to purchase a total of 3,156,238 shares of the Company’s common stock, issued in a private offering in May 2009, agreed to extend the expiration date of the warrants from May 14, 2014 to May 14, 2015 and increase the exercise price of the warrants from $2.62 per share to $3.50 per share pursuant to an Amendment to Warrant to Purchase Common Stock. One holder of warrants did not agree to the Amendment, and their warrants, covering 38,500 shares of Common Stock, expired unexercised on May 14, 2014 in accordance with the original terms.                                  
In May 2014, we entered into subscription agreements with certain institutional investors pursuant to which we sold a total of 4,048,584 units, with each unit consisting of one share of common stock and one warrant to purchase one share of common stock at a purchase price of $2.47 per unit, in a registered direct offering. Each warrant had an exercise price of $3.00 per share, was exercisable immediately after issuance and expires five years from the date of issuance. The transaction was completed on June 4, 2014 raising approximately $10,000,000 in gross proceeds before deducting any offering expenses or fees payable by us. Under the terms of our Placement Agent Agreement, we granted WBB Securities, LLC warrants to purchase 202,429 shares of common stock. The placement agent warrants have the same terms as the warrants issued to the purchasers in the offering, except that such warrants have an exercise price of $3.09.

In September 2014, the Company and 13 holders of warrants dated June 4, 2014 to purchase a total of 4,032,389 shares of the Company’s common stock agreed to amend the warrants in order to reduce the exercise price from $3.00 per share to $1.00 per share and change the expiration date from June 4, 2019 to September 10, 2014.  The Company received proceeds of approximately $4,033,000 from the exercise of the warrants.  In addition, pursuant to the terms of the amendment, upon each holder’s exercise of all shares for cash prior to the amended expiration date, the Company issued additional warrants for the same number of common shares to the holders.  The additional warrants have an exercise price of $2.00 per share, and are exercisable on the date that is six months and one day from the date of issuance and expire five years from the date of issuance.  For those investors participating in the October 2014 issuance of Series A 3.6% Convertible Preferred Stock, we agreed to reduce the exercise price of 3,384,601 warrants from $2.00 per share to $0.5771 per share, conditioned upon shareholder approval which was obtained in January 2015.


I can reconcile the text with the numbers in the table except where it says- 4,048,584 units in the text and 8.048.584 shares in the table. From this I assume that 4 Mio shares already has been sold through the ATM (please correct if you think I am wrong)

There are 5.311 units of Preferred Convertible OS per year-end which roughly means that everything is converted per February 28 when Cytori reports 108,181,358 shares OS which roughly represents the 10 Mio increase from 99.348.377 as per year-end according to the image above.

Anyway- I have not a clue what has occurred in an anonymous market, there keep it with DOV and Paul Harvey.

One point- I think everybody is OVER-ESTIMATING the shares Sabby got in the secondary. Surely that is a mixed bag of institutionals as usual. It would be immoral by Cytori to sell them 26 Mio shares plus the same amount of warrants, when Sabby is allowed only to own 9.99% of common. :bang: :bash: :bash:
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Use of ATM and Insider Buying 20 Mar 2015 11:28 #3875

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One would think they would have to state specifically in the language they sold stock under the ATM.

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Use of ATM and Insider Buying 20 Mar 2015 12:15 #3877

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One would think they would have to state specifically in the language they sold stock under the ATM.


In prior years (2012 for instance) they did NOT show the Seaside sales separately- as can be viewed in the table... :whistle:

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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:

Use of ATM and Insider Buying 20 Mar 2015 14:24 #3878

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we can invent much more scenarios about the institutional shareholders and their motivation.

but.....

the glory but....

i want that the share prize is going higher (my hope)

that is my bet. And my time horizont is the next 3 months...

regards holdi

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Use of ATM and Insider Buying 20 Mar 2015 14:41 #3879

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fas, your website logs me out after a short time. Can anything be done so that I don't need to login every time I visit, like Facebook for instance?

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Use of ATM and Insider Buying 21 Mar 2015 04:21 #3885

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fas, your website logs me out after a short time. Can anything be done so that I don't need to login every time I visit, like Facebook for instance?


Yes- I had the session lifetime set at 15 minutes. Meaning after 15 minutes of inactivity, you are automatically logged out. I raised that to 30 minutes now.

In case you have "remember me" ticked on and you surf away whilst still being logged in, the system recognizes your IP address when you return and logs you in like Facebook does.
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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:

Use of ATM and Insider Buying 21 Mar 2015 09:09 #3889

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From other thread:

(Fas, Why not make it 8 hours instead. What is the downside?)


WST- keeping "extra long" lifetime sessions require the server to maintain a lot more open sessions. Although Joomla does well with absorbing a lot of traffic, it impacts the performance of the server.

If you look at the bottom of the board- that is really the open sessions (of users AND guests) and that number is much higher than usual. Thats because my system is trying to record the pages visited by visitors who might be gone already, but are only inactive for 20 minutes say, instead of the 30 minutes when they are auto "disconnected".

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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:
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