-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CXatfVrymxUibzzsqmpf87jSHFZaiEbKMPst5TJd8gdCPDJKvUJyVVw/btJ37cXT 7XJOLU0REiblfKCQJ4VzxQ== 0001104659-06-064425.txt : 20061003 0001104659-06-064425.hdr.sgml : 20061003 20061002194211 ACCESSION NUMBER: 0001104659-06-064425 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20060926 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20061003 DATE AS OF CHANGE: 20061002 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CYTORI THERAPEUTICS, INC. CENTRAL INDEX KEY: 0001095981 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 330827593 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-32501 FILM NUMBER: 061122128 BUSINESS ADDRESS: STREET 1: 3020 CALLAN ROAD CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 8584580900 MAIL ADDRESS: STREET 1: 3020 CALLAN ROAD CITY: SAN DIEGO STATE: CA ZIP: 92121 FORMER COMPANY: FORMER CONFORMED NAME: MACROPORE INC DATE OF NAME CHANGE: 20010320 8-K 1 a06-20636_18k.htm CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES

 

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):  September 26, 2006

 

CYTORI THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

 

000-32501

 

33-0827593

(State or Other Jurisdiction of

 

(Commission File

 

(I.R.S. Employer Identification

Incorporation)

 

Number)

 

Number)

 

3020 Callan Road, San Diego, California  92121

(Address of principal executive offices, with zip code)

 

(858) 458-0900

(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 (see General Instruction A.2. below):

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

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

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

o    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 September 26, 2006 we and the Regents of The University of California (“UC”) entered into an Amended and Restated Exclusive License Agreement (the “Amended Agreement”) for certain patent rights related to adipose derived stem and regenerative cells, which amends and restates the prior Exclusive License Agreement between the parties dated October 16, 2001 (the “Original Agreement”)(filed as Exhibit 10.10 to our Annual Report on Form 10-K which was filed on March 31, 2003).

The parties had determined that the Original Agreement (which covers, among other things U.S. Patent No. 6,777,231) no longer accurately reflects our business model, and contained certain restrictions, payment terms and milestones that were not optimal for the commercialization of the patent rights as a whole. The Amended Agreement covers the same patent rights as the Original Agreement, and continues to provide that we are the exclusive, worldwide licensee of UC’s interest in the patent rights for the duration of the rights.

In consideration for UC’s agreement to enter into the Amended Agreement, we will issue UC 100,000 shares of newly issued Cytori common stock.

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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.

 

CYTORI THERAPEUTICS, INC.

 

 

 

 

 

 

Date: October 2, 2006

 

By:

/s/ Mark E. Saad

 

 

 

 

Mark E. Saad

 

 

 

Chief Financial Officer

 

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