Cytori Therapeutics (NASDAQ: CYTX) is to raise approximately $17
million from a private placement financing led by Olympus Corporation
(TSE: 7733) with participation from select institutional investors. Net
proceeds are expected to be approximately $16.4 million after
offering-related fees and expenses.
Cytori entered into agreements to issue a total of 2.83 million
shares of common stock with 50% warrant coverage at $6.00 per unit. The
warrants will be exercisable for up to a total of 1.42 million
shares of common stock at an exercise price of $8.50 per share. The
warrants will have a five year term and will be exercisable no sooner
than six months following the closing of this transaction. Olympus, as
the lead investor, will purchase one million shares and warrants
exercisable for up to an additional 500,000 shares. Olympus entered into
a separate purchase agreement with Cytori and is expected to fund its
purchase of the securities on or about August 8, 2008. The closing with
respect to the other investors is expected to take place on or about
August 11, 2008, subject to the satisfaction of customary closing
conditions.
Cytori intends to use the proceeds to expand commercialization
activities for its Celution®
800/CRS System in Europe and Asia Pacific and global marketing efforts
for the Company’s Celution System-based
StemSource® Cell Bank
business. In addition, the proceeds will be used for funding the Company’s
product development, clinical trials, working capital, and general
corporate purposes.
Piper Jaffray & Co. served as the exclusive placement agent for all
securities offered as part of the financing other than those offered to
Olympus. This press release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sales of these
securities in any jurisdiction in which such an offer, solicitation or
sale would be unlawful prior to the registration or qualification under
the securities laws of any such jurisdiction. The securities to be sold
in the private placement have not been registered under the Securities
Act of 1933, as amended, or state securities laws and may not be offered
or sold in the United States absent registration or an applicable
exemption from registration requirements. The securities were offered
and will be sold only to a limited number of accredited investors.