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): July 10, 2009

001-33635

(Commission file number)

CARDIUM THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

Delaware	27-0075787
(State of incorporation)	(IRS Employer Identification No.)
12255 El Camino Real, Suite 250 San Diego, California 92130	(858) 436-1000
(Address of principal executive offices)	(Registrant’s telephone number)

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.

As of July 10, 2009, Cardium entered into an amendment of the terms of (i) an aggregate principal amount of $3,500,000 of senior secured subordinated promissory notes issued pursuant to that certain Note and Warrant Purchase Agreement dated February 27, 2009 among Cardium, InnerCool Therapies, Inc., Tissue Repair Company and the purchasers of such notes (the “Secured Notes”) and (ii) an aggregate principal amount of $750,000 of unsecured promissory notes issued pursuant to that certain Promissory Note and Warrant Purchase Agreement dated June 11, 2009, among Cardium and the purchasers of such notes (the “Unsecured Notes”). Under the amendments, the maturity date of each of the Secured Notes and the Unsecured Notes was effectively extended to July 20, 2009.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

4.1	Form of Amendment to Promissory Notes dated as of July 10, 2009, by and among Cardium and the holders of senior secured subordinated promissory notes dated February 27, 2009 and March 5, 2009.
4.2	Form of Amendment to Promissory Notes dated as of July 10, 2009, by and among Cardium and the holders of unsecured promissory notes dated June 11, 2009 and June 23, 2009.

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.

	CARDIUM THERAPEUTICS, INC.
Date: July 13, 2009	By:	/s/    Christopher J. Reinhard
		Christopher J. Reinhard
		Chief Executive Officer

EX-4.1

Exhibit 4.1

AMENDMENT TO PROMISSORY NOTES

This Amendment to Promissory Notes (this “Amendment”) is made as of this 10^th day of July, 2009 by and among Cardium Therapeutics, Inc., a Delaware corporation (the “Company”), and the Holders (as defined below) of the senior subordinated secured promissory notes issued pursuant to the terms of that certain Note and Warrant Purchase Agreement dated February 27, 2009 (“Purchase Agreement”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Notes.

W I T N E S SE T H

WHEREAS, the Holders purchased an aggregate principal amount of $3,500,000 of senior subordinated secured promissory notes pursuant to the Purchase Agreement, of which an aggregate principal amount of $2,550,000 of Notes are dated February 27, 2009 and an aggregate principal amount of $950,000 of Notes are dated March 5, 2009, and each of which were amended by that certain Amendment to Promissory Notes dated as of June 23, 2009 by and among the Company and the Holders (such senior subordinated secured promissory notes as amended are referred to herein as the “Notes”);

WHEREAS, Section 10 of the Notes provides that the terms of all of the Notes may be amended with the written consent of the Company and the Requisite Holders; and

WHEREAS, Company and the Holders executing a signature page hereto, who collectively qualify as the Requisite Holders under the Notes (the “Consenting Holders”), desire to amend the terms of all of the Notes as set forth herein.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. Amendments. The Company and the Consenting Holders agree that, effective as of the date first above written, Section 5(a)(i) of the Notes is hereby amended to delete the words “fourteen (14) days” and in place thereof insert the words “twenty-three (23) days” so that Section 5(a)(i) of the Note shall read in its entirety as follows:

(i) any indebtedness under this Note is not paid when and as the same shall become due and payable, whether at maturity, by acceleration, thirty-five (35) days following notice of prepayment or otherwise, and any such amount shall remain unpaid for a period of twenty-three (23) days after the due date thereof;

2. Execution in Counterparts. This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, and such counterparts together shall constitute one instrument. Delivery by facsimile or other electronic means of an executed counterpart hereof shall have the same force and effect as delivery of an originally executed counterpart hereof.

[Signatures on next page]

1

IN WITNESS WHEREOF, the undersigned, by their duly authorized representatives, have executed this Amendment as of the date first above written.

Company:
CARDIUM THERAPEUTICS, INC.
By:
	Tyler Dylan, Chief Business Officer, General Counsel, Executive Vice President and Secretary

Note Holder:
(Print Name of Individual or Entity)
By:
	(Signature)
Name:
Title:
Principal Amount of Note: $

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EX-4.2

Exhibit 4.2

AMENDMENT TO PROMISSORY NOTES

This Amendment to Promissory Notes (this “Amendment”) is made as of this 10^th day of July, 2009 by and among Cardium Therapeutics, Inc., a Delaware corporation (the “Company”), and the Holders (as defined below) of the senior subordinated secured promissory notes (the “Notes”) issued pursuant to the terms of that certain Note and Warrant Purchase Agreement dated June 11, 2009. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Notes.

W I T N E S SE T H

WHEREAS, the Holders purchased an aggregate principal amount of $750,000 of Notes, of which an aggregate principal amount of $600,000 of Notes are dated June 11, 2009 and an aggregate principal amount of $150,000 of Notes are dated June 23, 2009;

WHEREAS, Section 8 of the Notes provides that the terms of all of the Notes may be amended with the written consent of the Company and the Requisite Holders; and

WHEREAS, Company and the Holders executing a signature page hereto, who collectively qualify as the Requisite Holders under the Notes (the “Consenting Holders”), desire to amend the terms of all of the Notes as set forth herein.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. Amendments. The Company and the Consenting Holders agree that, effective as of the date first above written, Section 5(a)(i) of the Notes is hereby amended to delete the words “14 days” and in place thereof insert the words “twenty-three (23) days” so that Section 5(a)(i) of the Note shall read in its entirety as follows:

(i) any indebtedness under this Note is not paid when and as the same shall become due and payable, whether at maturity, by acceleration, thirty-five (35) days following notice of prepayment or otherwise, and any such amount shall remain unpaid for a period of twenty-three (23) days after the due date thereof;

2. Execution in Counterparts. This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, and such counterparts together shall constitute one instrument. Delivery by facsimile or other electronic means of an executed counterpart hereof shall have the same force and effect as delivery of an originally executed counterpart hereof.

[Signatures on next page]

1

IN WITNESS WHEREOF, the undersigned, by their duly authorized representatives, have executed this Amendment as of the date first above written.

Company:
CARDIUM THERAPEUTICS, INC.
By:
	Tyler Dylan, Chief Business Officer, General Counsel, Executive Vice President and Secretary

Note Holder:
(Print Name of Individual or Entity)
By:
	(Signature)
Name:
Title:
Principal Amount of Note: $

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