0001144204-13-065324.txt : 20131203 0001144204-13-065324.hdr.sgml : 20131203 20131203161847 ACCESSION NUMBER: 0001144204-13-065324 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20131203 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant ITEM INFORMATION: Unregistered Sales of Equity Securities ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20131203 DATE AS OF CHANGE: 20131203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CYTOMEDIX INC CENTRAL INDEX KEY: 0001091596 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 232958959 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32518 FILM NUMBER: 131254611 BUSINESS ADDRESS: STREET 1: 209 PERRY PARKWAY, STREET 2: SUITE 7 CITY: GAITHERSBURG, STATE: MD ZIP: 20877 BUSINESS PHONE: 240-499-2680 MAIL ADDRESS: STREET 1: 209 PERRY PARKWAY, STREET 2: SUITE 7 CITY: GAITHERSBURG, STATE: MD ZIP: 20877 FORMER COMPANY: FORMER CONFORMED NAME: AUTOLOGOUS WOUND THERAPY INC DATE OF NAME CHANGE: 20000407 8-K 1 v361972_8k.htm FORM 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): December 3, 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.

On each of November 22, 2013 and November 27, 2013, Cytomedix, Inc. (the “Company”) filed Current Reports on Form 8-K disclosing, among other things, the terms of signed subscription agreements and other related agreements and documents relating to the sale of 10% subordinated convertible notes and warrants to purchase shares of the Company’s common stock for gross proceeds of $3 million (the “Offering”). The Company hereby incorporates by reference the contents of the Form 8-K filings made on November 22, 2013 and November 27, 2013.

On December 3, 2013, the Company entered into an amendment to the Subscription Agreements with each Purchaser (the “Amendment”) for the sole purpose of amending the definition of what constituted a “Good News CMS Reimbursement Determination Event” in connection with satisfying the closing conditions set forth in the Subscription Agreements. The Subscription Agreements originally required that the closing of the Offering was contingent on a Good News CMS Reimbursement Determination Event occurring, which was defined as a final ruling by the Centers for Medicare & Medicaid Services (“CMS”) in the “CY 2014 Changes to the Hospital Outpatient Prospective Payment System (“HOPPS”) and Ambulatory Surgical Center Payment System (CMS-1601-FC)” resulting in an approved payment rate for AutoloGel of at least $450 per treatment. The Amendment modified the definition of Good News CMS Reimbursement Determination Event to lower the approved payment rate from $450 to $400 per treatment. On December 2, 2013, the Company announced that CMS designated that the reimbursement code to which AutoloGel is assigned be paid at a national average rate of $411 per treatment encounter under HOPPS.

The foregoing summary of the terms of the Amendment is subject to, and qualified in its entirety by such document attached hereto as Exhibits 10.1, which is incorporated herein by reference.

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The registrant hereby incorporates by reference the disclosure made in Item 1.01 above.

Item 3.02

Unregistered Sales of Equity Securities.

The registrant hereby incorporates by reference the disclosure made in Item 1.01 above.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits

Exhibit No.

Description of Exhibit

10.1

First Amendment No. 1 to Subscription Agreement dated December 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: December 3, 2013

EX-10.1 2 v361972_ex10-1.htm EXHIBIT 10.1

FIRST AMENDMENT NO. 1 TO THE SUBSCRIPTION AGREEMENT

This Amendment No. 1 to the Subscription Agreement (the “Amendment”) is entered into as of [_], 2013, by and between Cytomedix, Inc., a Delaware corporation (the “Company”) and the parties to the November 22, 2013 Subscription Agreement (the “Subscription Agreement”) in connection with the offering and sale of the Company’s securities, consisting of 10% subordinated convertible promissory notes and a five-year warrant to purchase shares of common stock (the “Offering”), set forth on the signature page to this Amendment (each, a “Purchaser”). Capitalized terms used herein, but not otherwise defined shall have the meanings ascribed to them in the Subscription Agreement.

WHEREAS, in connection with the Offering, the Company and the Purchaser desire to amend the Subscription Agreement in the manner set forth below.

NOW, THEREFORE, in consideration of the mutual promises, representations, warranties, covenants, and conditions set forth herein, and other good and valuable consideration, receipt and sufficiency of which is acknowledged by the parties hereto, the parties mutually agree as follows:

1. Amendments. As used in Section 2(b) of the Subscription Agreement, the term “A Good News CMS Reimbursement Determination Event” shall be amended and restated to read in its entirety as follows:

“As used herein, the term “A Good News CMS Reimbursement Determination Event” shall be understood to be a final ruling by the Centers for Medicare & Medicaid Services (“CMS”) in the “CY 2014 Changes to the Hospital Outpatient Prospective Payment System and Ambulatory Surgical Center Payment System (CMS-1601-FC)” resulting in an approved payment rate for AutoloGel of at least $400 per treatment.”

2. Terms of the Subscription Agreement. Except as explicitly amended or modified hereunder, the terms of the Subscription Agreement shall remain in full force and effect.

3. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to conflicts of law principles.

4. Effectiveness. The terms and provisions of this Amendment shall become effective upon execution by the parties hereto.

[Remainder of page left intentionally blank - signature pages follow]

Signature Page to the First Amendment to the Subscription Agreement

IN WITNESS WHEREOF, the parties have executed this First Amendment to the Subscription Agreement as of the date first above written.

	Purchaser


	By:
		Name:
		Title:

Cytomedix, Inc.

Agreed and acknowledged:

By:
	Name:
	Title: