Cytori Therapeutics, Inc. To Raise $13.5M In Registered Direct Offering

Cytori Therapeutics, Inc. CYTX entered into a definitive securities purchase agreements to raise an aggregate of $13.5 million in a registered direct offering, with net proceeds estimated to be approximately $12.5 million, after deducting placement agent fees and estimated offering expenses. At closing, Cytori will issue and sell to select investors 13,500 units, with each unit consisting of one share of its Series A 3.6% convertible preferred stock, which shall be convertible into the Company's common stock (the “Conversion Shares”) and warrants to purchase up to a number of shares of common stock equal to 100% of the Conversion Shares. Cytori plans to use the net proceeds from this offering for working capital and general corporate purposes, which include funding its ongoing and future clinical studies. The convertible preferred stock is convertible into shares of Cytori's common stock at the option of the investors at a conversion price of $0.52, subject to certain adjustments and limitations on conversion until such time as Cytori stockholders approve the transaction and an increase in the number of authorized shares of its common stock. The convertible preferred stock will accrue a 3.6% cumulative dividend until stockholder approval is obtained. The investors also will receive warrants to purchase an aggregate of 25,961,540 shares of Cytori's common stock. The warrants will have an exercise price of $0.5771 per share, will be exercisable six months after the date of issuance and will expire five years from the initial exercise date. The convertible preferred stock and the warrants are immediately separable and will be issued separately. The closing of the offering is expected to take place on or about October 13, 2014, subject to the satisfaction of customary closing conditions. Roth Capital Partners acted as the lead placement agent for the offering and Maxim Group LLC served as a co- placement agent for the offering. The convertible preferred stock and warrants, and the common stock issuable upon conversion of the convertible preferred stock and exercise of the warrants, are being offered by Cytori pursuant to an effective registration statement(s) on Form S-3 previously filed with the Securities and Exchange Commission (“SEC”). The Company filed a prospectus supplement relating to the offering with the SEC on October 8, 2014, which is available along with the accompanying base prospectus filed with the SEC in connection with the shelf registration, on the SEC's website at www.sec.gov or by sending a request to: Roth Capital Partners, 888 San Clemente, Suite 400, Newport Beach, CA 92660, (800) 678-9147. This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities of Cytori, nor shall there be any sale of securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. This press release is being issued pursuant to and in accordance with Rule 134 under the Securities Act of 1933, as amended.