8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________

FORM 8-K

______________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 29, 2013

Cytomedix, Inc.

(Exact name of registrant as specified in its charter)

______________

Delaware	01-32518	23-3011702
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation)	File Number)	Identification No.)

209 Perry Parkway, Suite 7, Gaithersburg, MD 20877

(Address of Principal Executive Office) (Zip Code)

240-499-2680

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement

The information set forth under Item 5.02 in this Form 8-K is incorporated herein by reference.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers

Resignation of Andrew S. Maslan, the Company’s CFO

On March 29, 2013, Andrew S. Maslan, the Chief Financial Officer of Cytomedix, Inc. (the “Company”), tendered his resignation as the Company’s CFO and Secretary effective as of May 10, 2013. Mr. Maslan’s departure was not due to any disagreement with the Company. The Company is thankful to Mr. Maslan for his years of service as the Company’s CFO. The Company and Mr. Maslan executed a Separation Agreement dated as of March 30, 2013 (the “Separation Agreement”), which was approved by the Compensation Committee and the independent members of the Board of Directors (the “Board”).

The Separation Agreement provides Mr. Maslan with certain payments and benefits upon termination of employment consistent with the terms and provisions of the “not for cause” termination of his employment agreement with the Company. In addition, the Company and Mr. Maslan agreed, among other things, that the unvested portion of his December 2011 option grant representing 33,334 options will vest immediately upon execution of the Separation Agreement. Further, Mr. Maslan’s stock options previously awarded by the Company and vested as of the date of the Separation Agreement will remain in full force and effect and will continue to be governed by the terms of the applicable stock option grant notices and agreements between him and the Company. The parties to the Separation Agreement executed releases with respect to certain claims enumerated in the Separation Agreement. In addition, Mr. Maslan made additional representations and covenants, including, among others, covenant not to sue, not to solicit the Company’s personnel, not to disparage the Company and related parties, and to keep the Company’s information confidential. The Separation Agreement also contains certain other provisions that are customary in agreements of this nature.

Appointment Steven S. Shallcross as the Company’s EVP, CFO, Secretary and Treasurer

On March 30, 2013, the Board appointed Mr. Steven S. Shallcross as the Company’s Executive Vice President, Chief Financial Officer, Secretary and Treasurer, commencing on as of May 10, 2013. Mr. Shallcross, 51, is a Certified Public Accountant. From July 2012 to present, Mr. Shallcross held the offices of Executive VP, Chief Financial Officer and Treasurer of Empire Petroleum Partners, LLC, a motor fuel distribution company. From July 2011 to March 2012, Mr. Shallcross was Acting Chief Financial Officer for Sensors for Medicine and Science, Inc., a privately held medical device company in Germantown, MD. From January 2009 to March 2011, he was Executive Vice President and Chief Financial Officer at Innocoll Holdings, Inc., a private held biopharmaceutical company in Ashburn, VA. From November 2005 to January 2009, he was Senior Vice President, Chief Financial Officer and Treasurer of Vanda Pharmaceuticals Inc., a Nasdaq (VNDA) listed biopharmaceutical company in Rockville, MD. Mr. Shallcross holds an MBA degree from the University of Chicago, Booth School of Business (1994) and a BS in Accounting degree from University of Illinois (1983).

There is no arrangement or understanding between Mr. Shallcross and any other persons pursuant to which he was appointed as discussed above. Nor are there any family relationships between him and any executive officers and directors. Further, there are no transactions involving the Company which transaction would be reportable pursuant to Item 404(a) of Regulation S-K promulgated under the Securities Act.

In addition, the Board also approved the terms and provisions of Mr. Shallcross’ employment with the Company as set forth in certain Employment Letter dated March 30, 2013, to include, among others: (i) base salary of USD$290,000 per annum, subject to review by the Board for subsequent increases on an annual basis; (ii) a grant of stock options under the Company’s Long-Term Incentive Plan to purchase 600,000 shares of the Company’s common stock at an exercise price per share of $0.51, the closing price of the Company’s common stock on April 1, 2013, vesting in equal installments over three years after the issuance date, (iii) an opportunity to earn an annual bonus in the amount of up to 40% of his annual base salary, subject to the Board’s review and approval, (iv) provisions relating to termination of his employment with or without cause as well as terminations for change in control of the Company. In addition, the foregoing Employment Letter also contains non-solicitation, non-disparagement, non-competition and other covenants and provisions customary for agreements of this nature.

First Addendum to the COO Employment Letter

Effective as of March 30, 2013, following the review and recommendation of the Compensation Committee, the Board also approved and the Company executed First Addendum to the Letter Agreement, dated February 8, 2012, by and between the Company and Edward L. Field, the Company’s Chief Operating Officer. Under the terms of this Addendum, (i) beginning on April 1, 2013, Mr. Field’s annual base salary was increased to $290,000, subject to annual review by the Compensation Committee, (ii) Mr. Field will be eligible to earn up to 40% of his annual salary as an annual bonus, subject to meeting evaluation criteria established by the Compensation Committee of the Board, in consultation with the Company’s Chief Executive Officer, and (iii) in addition to his title of the Chief Operating Officer of the Company, Mr. Field also carries the title of Executive Vice President of the Company. The foregoing is a summary of First Addendum and is qualified in its entirety by reference to such agreement.

Item 8.01 Other Events

On April 3, 2013, the Company issued a press release relating to the foregoing changes, a copy of which release is set forth in Exhibit 99.1.

Item 9.01 Exhibits

99.1 Press release dated April 3, 2013.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

Cytomedix, Inc.
By:	/s/ Martin P. Rosendale
	Martin P. Rosendale
	Chief Executive Officer

Date: April 3, 2013

EX-99.1

 

FOR IMMEDIATE RELEASE

CYTOMEDIX ANNOUNCES APPOINTMENT OF STEVEN A. SHALLCROSS AS CHIEF FINANCIAL OFFICER

GAITHERSBURG, MARYLAND – April 3, 2013 – Cytomedix, Inc. (OTCQX: CMXI), a regenerative therapies company commercializing and developing innovative platelet and adult stem cell technologies, today announced the appointment of Steven A. Shallcross, CPA, as Executive Vice President, Chief Financial Officer, Secretary and Treasurer, effective as of May 10, 2013. Mr. Shallcross has over 25 years of international financial, business and strategic planning experience, primarily working with companies in the pharmaceutical and biotechnology industries.

Martin Rosendale, Chief Executive Officer of Cytomedix commented, “Steve joins Cytomedix at a very exciting time for the company as we continue to expand the commercial opportunity for the Angel^® cPRP System, begin Medicare reimbursement for AutoloGel^TM and continue to advance our Bright Cell pipeline products through clinical development. His extensive experience in capital market and business development activities, and implementing strategic financial programs makes Steve ideally suited for the position. Going forward, Steve will lead the effort to build the financial and accounting infrastructure necessary to support the significant corporate and commercial opportunities ahead for Cytomedix.”

“I am pleased to be joining Cytomedix, and to have the opportunity to work with this impressive team to drive value for the company and its stakeholders,” said Mr. Shallcross. "I look forward to quickly contributing to the next stage in Cytomedix's evolution as a fully integrated organization focused on innovation and value creation."

Mr. Shallcross replaces Andrew Maslan, CPA who has served as Chief Financial Officer of Cytomedix since 2005 and will resign effective May 10, 2013 to pursue further career opportunities.

Mr. Rosendale added, “The Board of Directors and I wish to thank Andrew for his significant contributions over the years.  During his tenure, he and his team played an integral role in Cytomedix’s growth from a development stage company with seven employees, to a fully integrated commercial organization with an international reach and a robust corporate infrastructure.”

Mr. Shallcross presently serves as Executive Vice President and Chief Financial Officer of Empire Petroleum Partners, LLC, a motor fuel distributor. Previously, he served as Acting Chief Financial Officer for Sensors for Medicine and Science, Inc., a medical device company. Prior to that, he was Executive Vice President and Chief Financial Officer of Innocoll Holdings, Inc., a biopharmaceutical company specializing in the development and commercialization of collagen based products. Mr. Shallcross also held Chief Financial Officer and Treasurer positions at Vanda Pharmaceuticals, Inc., and at MiddleBrook Pharmaceuticals, Inc. (formally Advancis Pharmaceutical Corporation).

Mr. Shallcross is a certified public accountant and his experience includes equity and debt transactions that raised over $600 million in capital, including two initial public offerings. He has also worked on mergers and acquisitions, partnership and product development collaborations, strategic planning and budgeting, SEC reporting, and systems integration. He received a Bachelor’s degree in Accounting from the University of Illinois and an M.B.A. degree from the University of Chicago, Booth School of Business.

 

About Cytomedix, Inc.

Cytomedix, Inc. is an autologous regenerative therapies company commercializing innovative platelet technologies for orthopedics and wound care with a pipeline of adult stem cell therapies for tissue repair. The Company markets the AutoloGel™ System, a device for the production of autologous platelet rich plasma ("PRP") gel for use on a variety of exuding wounds and the Angel® Concentrated Platelet Rich Plasma System, a blood processing device and disposable products used for the separation of whole blood or a mixture of blood and bone marrow, into red cells, platelet poor plasma ("PPP") and PRP in surgical settings On February 8, 2012 Cytomedix closed the acquisition of Aldagen, a biopharmaceutical company developing regenerative cell therapies based on its proprietary ALDH bright cell technology, currently in a Phase 2 trial for the treatment of ischemic stroke. For additional information please visit cytomedix.com

Safe Harbor Statement – Statements contained in this press release not relating to historical facts are forward-looking statements that are intended to fall within the safe harbor rule for such statements under the Private Securities Litigation Reform Act of 1995. The information contained in the forward-looking statements is inherently uncertain, and Cytomedix’ actual results may differ materially due to a number of factors, many of which are beyond Cytomedix’ ability to predict or control, including among many others, risks and uncertainties related to the Company’s ability to successfully execute its Angel and AutoloGel sales strategies, to achieve AutoloGel expected reimbursement rates in 2013, to meet its stroke trial enrollment rates, the Company’s ability to successfully integrate the Aldagen acquisition, the Company’s ability to expand patient populations as contemplated, its ability to provide Medicare patients with access as expected, the Company’s expectations of favorable future dialogue with potential strategic partners, and its ability to successfully manage contemplated clinical trials, to manage and address the capital needs, human resource, management, compliance and other challenges of a larger, more complex and integrated business enterprise, viability and effectiveness of the Company’s sales approach and overall marketing strategies, commercial success or acceptance by the medical community, competitive responses, the Company's ability to raise additional capital and to continue as a going concern, and Cytomedix's ability to execute on its strategy to market the AutoloGel™ System as contemplated. To the extent that any statements made here are not historical, these statements are essentially forward-looking. The Company uses words and phrases such as “believes", "forecasted," "projects," "is expected," "remain confident," "will" and/or similar expressions to identify forward-looking statements in this press release. Undue reliance should not be placed on forward-looking information. These forward-looking statements are subject to known and unknown risks and uncertainties that could cause actual events to differ from the forward-looking statements. More information about some of these risks and uncertainties may be found in the reports filed with the Securities and Exchange Commission by Cytomedix, Inc. Cytomedix operates in a highly competitive and rapidly changing business and regulatory environment, thus new or unforeseen risks may arise. Accordingly, investors should not place any reliance on forward-looking statements as a prediction of actual results. Except as is expressly required by the federal securities laws, Cytomedix undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, changed circumstances or future events or for any other reason. Additional risks that could affect our future operating results are more fully described in our U.S. Securities and Exchange Commission filings, including our Annual Report for the year ended December 31, 2012, as amended to date, and other subsequent filings. These filings are available at www.sec.gov.

Contacts:
Cytomedix, Inc.
Investors
Martin Rosendale, Chief Executive Officer	Michael Rice
David Jorden, Executive Chairman	LifeSci Advisors, LLC
(240) 499-2680	mrice@lifesciadvisors.com
	(646) 597-6979