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 20, 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 20, 2009, Cardium Therapeutics, Inc. (“Cardium”) entered into amendments of the terms of (i) an aggregate principal amount of $3,500,000 of senior subordinated secured promissory notes issued pursuant to that certain Note and Warrant Purchase Agreement dated February 27, 2009, among Cardium, InnerCool Therapies, Inc. (“InnerCool”), Tissue Repair Company (“Tissue Repair”) 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”).

On July 15, 2009, Cardium announced that it had entered into a definitive Asset Purchase Agreement for the acquisition of Cardium’s InnerCool business by Royal Philips Electronics for $11.25 million, as well as the transfer of approximately $1.5 million in trade payables (the “Philips Transaction”). Closing of the transaction is subject to several closing conditions and is anticipated to occur within three business days following the satisfaction of all such conditions. As a result of this pending closing, and under the amendments, the maturity date of each of the Secured Notes and the Unsecured Notes was effectively extended to July 27, 2009.

In addition, the holders of the Secured Notes and the Unsecured Notes were each given the opportunity to further extend the maturity date of their respective notes until November 5, 2009, in exchange for the receipt of (i) continuing monthly interest payments on the outstanding principal balance at the rate of 12% per annum; and (ii) upon the closing of the Philips Transaction, payment of (a) all then accrued and unpaid interest on their respective notes, (b) the origination fee as set forth in the notes, and (c) at the holder’s election, up to 50% of the outstanding principal of the note. As of July 20, 2009, none of the holders of the Secured Notes had elected to further extend the maturity date and holders of Unsecured Notes representing $211,000 in principal amount had elected to extend the maturity date until November 5, 2009.

The holders of an aggregate principal amount of $6,000,000 of senior secured promissory notes issued pursuant to that certain Note and Warrant Purchase Agreement dated November 5, 2008, among Cardium, Innercool, Tissue Repair and the purchasers of such notes (the “November Notes”), also were each given the opportunity to extend the maturity date with respect to 50% of the principal amount of the November Notes that otherwise would become due upon the closing of the Philips Transaction until November 5, 2009, in exchange for the receipt of (i) continuing monthly interest payments on the outstanding principal balance at a rate of 12% per annum; and (ii) upon the closing of the Philips Transaction, payment of (a) all then accrued and unpaid interest on their respective notes, and (b) an extension fee equal to 5% of the principal amount deferred. As of July 20, 2009, holders of the November Notes had elected to extend the maturity date with respect to $723,000 of the principal amount of such notes, including Cardium’s Chief Executive Officer, Chief Business Officer, Chief Scientific Officer and Chief Medical Advisor who, collectively, elected to defer $389,000 in principal amount that would otherwise be due upon the closing of the Philips Transaction.

The foregoing description of the note amendments do not purport to be complete and are qualified in their entirety by the forms of note amendments attached hereto as Exhibits 4.1, 4.2 and 4.3, each of which are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

4.1 Form of Note Amendment and Release of Collateral dated as of July 20, 2009, by and among Cardium and the holders of senior subordinated secured promissory notes dated February 27, 2009 and March 5, 2009.

4.2 Form of Note Amendment dated as of July 20, 2009, by and among Cardium and the holders of unsecured promissory notes dated June 11, 2009 and June 23, 2009.

4.3 Form of Letter Amendment between Cardium and certain holders of the November Notes.

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 20, 2009	By:	/s/    Christopher J. Reinhard
		Christopher J. Reinhard
		Chief Executive Officer

EX-4.1

Exhibit 4.1

NOTE AMENDMENT AND RELEASE OF COLLATERAL

This Note Amendment and Release of Collateral is made as of this 20th day of July, 2009 by and among Cardium Therapeutics, Inc., a Delaware corporation (the “Company”), and holders (each a “Holder”) of a 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 S E T H

WHEREAS, the Company issued and sold 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 such notes are dated February 27, 2009 and an aggregate principal amount of $950,000 of such notes are dated March 5, 2009, and each of which were amended by certain Amendments to Promissory Notes dated as of June 23, 2009 and July 10, 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, pursuant to the terms of a Security Agreement dated as of February 27, 2009 (the “Security Agreement”), by and among the holders of the Notes, the Company, InnerCool Therapies, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“InnerCool”), Tissue Repair Company, a Delaware corporation and wholly-owned subsidiary of the Company, and Dr. Robert Marshall as collateral agent (the “Collateral Agent”) payment of the Notes is secured by, among other things, a lien on the assets of InnerCool (the “InnerCool Assets”);

WHEREAS, on July 10, 2009, the Company and InnerCool entered into an Asset Purchase Agreement (the “Philips APA”) with Philips Electronics North America Corporation, a Delaware corporation (“Philips”), pursuant to which Philips will purchase substantially all of the InnerCool Assets (the “Philips Transaction”), and the Company and Holders wish to facilitate the consummation of the Philips Transaction, pursuant to which the InnerCool Assets are to be acquired by Philips free and clear of any liens created by the Security Agreement or otherwise;

WHEREAS, certain Holders of the Notes wish to take advantage of an offer by the Company to extend the term of all or a portion of their Note as set forth in Section 2 below (the “Optional Term Extension”) in exchange for the receipt of the following payments (collectively the “Term Extension Payments”):

a) A first payment at the time of Closing of the Philips Transaction (the “First Payment”) comprising the sum of the following: (i) all currently accrued but unpaid interest on their Note; (ii) a Note Origination Fee (as defined in the Note); plus (iii) at the Holder’s election, up to 50% of the outstanding principal of the Note;

b) Continuing monthly interest payments following the consummation of the Philips Transaction (the “Monthly Payments”) comprising monthly interest on the outstanding principal balance of their Note at the rate of Twelve Percent (12%) per annum; and

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c) A final payment (the “Final Pay-Off Amount”), due no later than November 5, 2009, and comprising any remaining accrued but unpaid interest plus the outstanding principal balance of their Note.

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

1. Acknowledgement and Note Extension. Holder acknowledges that each holder of Notes is being afforded an opportunity to individually elect to extend the maturity of such holder’s Note to November 5, 2009 and to otherwise modify and amend such Note as set forth in Section 2 below. In addition, Holder and the Company agree that, effective as of the date hereof, all of the Notes shall be amended as follows:

1.1 Section 3 of each Note is hereby amended to read in its entirety as follows:

3. Maturity. Unless sooner paid in accordance with the terms hereof, the entire unpaid principal amount and all unpaid accrued interest shall become fully due and payable on the earlier of (i) July 23, 2009, or (ii) the acceleration of the maturity of this Note by the Holder upon the occurrence of an Event of Default (such earlier date, the “Maturity Date”).

1.2 Section 5(a)(i) of each Note is hereby amended to delete the words “twenty-three (23) days” and in place thereof insert the words “two (2) Business 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 two (2) Business Days after the due date thereof

2. Optional Term Extension; Term Extension Payments.

Please indicate below whether you wish to have this Section 2 apply to your Note in exchange for which you will be entitled to receive the Optional Term Extension Payments (including the First Payment, Monthly Payments and Final Pay-Off Amount as described above), with respect to that portion of your Note that you elect to extend (minimum amount for extension 50%).

Yes – I wish to have the provisions of this Section 2 apply to my Note and to receive the corresponding Optional Term Extension Payments with respect to the following portion of my Note:

    % of Principal to be extended (minimum amount 50%)

No – I decline to have the provisions of this Section 2 apply to my Note.

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2.1 Note Extension and Amendments. The Company and the undersigned holder agree that, subject to payment of the First Payment, the Note shall be amended as follows:

(a) Section 3 of the Note shall be amended to read in its entirety as follows:

3. Maturity. Unless sooner paid in accordance with the terms hereof, the entire unpaid principal amount and all unpaid accrued interest shall become fully due and payable on the earlier of (i) November 5, 2009, or (ii) the acceleration of the maturity of this Note by the Holder upon the occurrence of an Event of Default (such earlier date, the “Maturity Date”).

(b) Section 4(b) of the Note shall be amended to read in its entirety as follows:

(b) Interest Payments. The Company shall pay to Holder accrued interest and unpaid interest on the last Business Day of each month commencing with July 31, 2009 and on the Maturity Date. Interest at the rate first set forth above shall accrue on any interest which has not been paid on the date on which it is payable until such time as payment therefor is actually delivered to Holder.

(c) Section 4(c) of the Note shall be deleted in its entirety.

2.2 Release of Collateral. The Holder hereby consents to the transactions contemplated by the Philips APA and waives any violation or default of Transaction Documents (as defined in the Purchase Agreement) that might otherwise arise by reason thereof. In connection therewith, upon satisfaction of the Effectiveness Conditions, Holder approves, and hereby directs the Collateral Agent to effectuate, the release of any and all liens on the Collateral (as defined in the Security Agreement) to be conveyed to Philips pursuant to the Philips APA.

2.3 Timing. The parties hereto contemplate that the amounts payable as part of the Effectiveness Conditions shall be paid at the closing of the transactions contemplated by the Philips APA. To remove any doubt arising from the order in which transactions may take place, the parties hereto agree that any transactions contemplated hereby and by the Philips APA, if occurring on the same day, shall be deemed to have occurred simultaneously.

3. Execution in Counterparts. This Note Amendment and Release of Collateral 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]

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

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

Holder:
(Print Name of Individual or Entity)
By:
	(Signature)
Name:
Title:
Principal Amount of Note: $
AGREED AND ACKNOWLEDGED:
/s/    Dr. Robert Marshall
Dr. Robert Marshall, as Collateral Agent

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EX-4.2

Exhibit 4.2

NOTE AMENDMENT

This Note Amendment (this “Amendment”) is made as of this 20th day of July, 2009 by and among Cardium Therapeutics, Inc., a Delaware corporation (the “Company”), and the holders (each a “Holder”) of an unsecured promissory note issued pursuant to the terms of that certain Note and Warrant Purchase Agreement dated June 11, 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 S E T H

WHEREAS, the Company issued and sold an aggregate principal amount of $750,000 of unsecured promissory notes pursuant to the Purchase Agreement, of which an aggregate principal amount of $600,000 of such notes are dated June 11, 2009 and an aggregate principal amount of $150,000 of such notes are dated June 23, 2009, and each of which were amended by that certain Amendment to Promissory Notes dated as of July 10, 2009 by and among the Company and the holders of such notes (such senior subordinated secured promissory notes as amended are referred to herein as the “Notes”);

WHEREAS, on July 10, 2009, the Company and InnerCool entered into an Asset Purchase Agreement (the “Philips APA”) with Philips Electronics North America Corporation, a Delaware corporation (“Philips”), pursuant to which Philips will purchase substantially all of the InnerCool Assets (the “Philips Transaction”), and the Company and Holders wish to facilitate the consummation of the Philips Transaction;

WHEREAS, certain Holders of the Notes wish to take advantage of an offer by the Company to extend the term of all or a portion of their Note as set forth in Section 2 below (the “Optional Term Extension”) in exchange for the receipt of the following payments (collectively the “Term Extension Payments”):

a) A first payment at the time of Closing of the Philips Transaction (the “First Payment”) comprising the sum of the following: (i) all currently accrued but unpaid interest on their Note; (ii) a Note Origination Fee (as defined in the Note); plus (iii) at the Holder’s election, up to 50% of the outstanding principal of the Note;

b) Continuing monthly interest payments following the consummation of the Philips Transaction (the “Monthly Payments”) comprising monthly interest on the outstanding principal balance of their Note at the rate of Twelve Percent (12%) per annum; and

c) A final payment (the “Final Pay-Off Amount”), due no later than November 5, 2009, and comprising any remaining accrued but unpaid interest plus the outstanding principal balance of their Note.

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

1. Acknowledgement and Note Extension. Holder acknowledges that each holder of Notes is being afforded an opportunity to individually elect to extend the maturity of such holder’s Note to November 5, 2009 and to otherwise modify and amend such Note as set forth in Section 2 below. In addition, Holder and the Company agree that, effective as of the date hereof, all of the Notes shall be amended as follows:

(a) Section 3 of each Note is hereby amended to read in its entirety as follows:

3. Maturity. Unless sooner paid in accordance with the terms hereof, the entire unpaid principal amount and all unpaid accrued interest shall become fully due and payable on the earlier of (i) July 23, 2009, or (ii) the acceleration of the maturity of this Note by the Holder upon the occurrence of an Event of Default (such earlier date, the “Maturity Date”).

(b) Section 5(a)(i) of each Note is hereby amended to delete the words “twenty-three (23) days” and in place thereof insert the words “two (2) Business 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 two (2) Business Days after the due date thereof

2. Optional Term Extension; Term Extension Payments.

Please indicate below whether you wish to have this Section 2 apply to your Note in exchange for which you will be entitled to receive the Optional Term Extension Payments (including the First Payment, Monthly Payments and Final Pay-Off Amount as described above), with respect to that portion of your Note that you elect to extend (minimum amount for extension 50%).

Yes – I wish to have the provisions of this Section 2 apply to my Note and to receive the corresponding Optional Term Extension Payments with respect to the following portion of my Note:

    % of Principal to be extended (minimum amount 50%)

No – I decline to have the provisions of this Section 2 apply to my Note.

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(a) Note Extension and Amendments. The Company and the undersigned holder agree that, effective as of the satisfaction of the Effectiveness Conditions (as defined below), the Note shall be amended as follows:

(1) Section 3 of the Note shall be amended to read in its entirety as follows:

3. Maturity. Unless sooner paid in accordance with the terms hereof, the entire unpaid principal amount and all unpaid accrued interest shall become fully due and payable on the earlier of (i) November 5, 2009, or (ii) the acceleration of the maturity of this Note by the Holder upon the occurrence of an Event of Default (such earlier date, the “Maturity Date”).

(2) Section 4(b) of the Note shall be amended to read in its entirety as follows:

(b) Interest Payments. The Company shall pay to Holder accrued interest and unpaid interest on the last Business Day of each month commencing with July 31, 2009 and on the Maturity Date. Interest at the rate first set forth above shall accrue on any interest which has not been paid on the date on which it is payable until such time as payment therefor is actually delivered to Holder

(3) Section 4(c) of the Note shall be deleted in its entirety.

As used herein, “Effectiveness Conditions” shall mean the following conditions: (i) the Company shall pay all interest accrued but unpaid on the Note through and including the date of payment and (ii) the Company shall pay Holder the full amount of the Origination Fee.

3. 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.

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:	/s/    Tyler Dylan
	Tyler Dylan, Chief Business Officer, General Counsel, Executive Vice President and Secretary

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

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EX-4.3

Exhibit 4.3

Dear Cardium Note Holder:

I am pleased to report that this morning we announced the sale of our InnerCool Therapies business unit to the U.S. subsidiary of Royal Philips Electronics (NYSE: PHG, AEX: PHI), which is based in the Netherlands but operates in more than 60 countries worldwide as Philips. Copies of the press releases issued by Cardium and Philips announcing this transaction are provided for your information. As you may know, Philips is a global leader in healthcare, lifestyle and lighting and a market leader in cardiac care, acute care and home healthcare. The transaction is subject to customary conditions but is expected to close shortly.

The Philips-InnerCool transaction is our first asset monetization within Cardium’s biomedical investment portfolio, and our sale of InnerCool (with less than $2M in annual sales) to a global player such as Philips – despite a very challenging business environment – not only validates the importance of our world class technology but affirms the potential of our business model to strategically reposition businesses in a manner that makes them attractive targets for major healthcare providers.

The Philips-InnerCool asset purchase transaction for $11,250,000, as well as the transfer and assumption of approximately $1,500,000 in outstanding InnerCool trade payables, greatly improves Cardium’s balance sheet and also allows us to eliminate the substantial operating burn associated with InnerCool as we move forward with our key Tissue Repair Company opportunity, the Excellarate™ product candidate, which is designed for the potential treatment of diabetic ulcers and other tissue wounds. In May 2009, we announced completion of enrollment of our MATRIX clinical study for Excellarate, and we now expect to announce results from that study around the end of September 2009.

Important additional information about these and other matters, including any investment in the company, can be found in Cardium’s recent press releases and in our filings with the U.S. Securities and Exchange Commission.

In accordance with the attached Confirmation of Waiver and Consent, Note Holders are entitled to receive up to one half of the outstanding principal amount of their Note, following the closing of the Philips-InnerCool Transaction, which we expect to occur shortly. If you elect to receive this early repayment of one half of the outstanding principal balance of your Note, please be aware that: (i) no interest “Make Whole Payment” (as defined in the Note) would apply, and (ii) your subsequent monthly interest payments would be proportionately reduced based on your election to retire up to one half of your Note through early repayment.

In connection with these events, some Note Holders have indicated an interest in maintaining the entire balance of their Note, i.e. not seeking early repayment of up to half of their Note (the “Early Repayment Amount”) in exchange for continuing to receive the full amount of their current interest payments plus an additional Note Extension Payment to be paid in connection with the Philips-InnerCool transaction, as described below.

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Extending Note Holders would receive each of the following payments (the “Term Extension Payments”):

1. A First Payment – to be paid promptly following closing of the Philips-InnerCool Transaction and equal to the sum of the following: (i) all currently accrued but unpaid interest on their Note; plus (ii) an additional “Note Extension Payment” equal to Five Percent (5%) of the total Early Repayment Amount that is deferred;

2. Continuing Monthly Interest Payments – to be paid each month following the consummation of the Philips Transaction comprising monthly interest payments on the full outstanding principal balance of their Note at the rate of Twelve Percent (12%) per annum; and

3. A Final Pay-Off Amount – to be paid no later than November 5, 2009, and comprising any remaining accrued but unpaid interest plus the outstanding principal balance of their Note.

If you wish to participate in the optional term extension for all or a portion of your Notes in exchange for receipt of the corresponding Term Extension Payments, please confirm your election by checking the first option shown below

Yes – I wish to receive the Term Extension Payments (including the First Payment, Monthly Interest Payments and Final Pay-Off Amount on or before November 5, 2009) in connection with my election to defer payment of the Early Repayment Amount.

No – I decline to receive the Term Extension Payments. I will instead receive formal notice following the closing of the Qualified Transaction and make an election at that time regarding the original Early Payment Option for return (without additional payment or interest) of up to 50% of the principal amount of my Note.

Signed:

Name:

Dated:

The other provisions of the attached document are designed to facilitate the Philips-InnerCool transaction and the making of corresponding Note payments.

Whichever election you make with respect to Term Extension Payments, we would appreciate your timely review and consideration of the attached document – and your completion of the above-referenced election. In order to facilitate resolution and payments, we would greatly appreciate receiving your instructions and completed paperwork no later than Thursday, July 16, 2009.

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You may transmit the completed documents to me by Fax (at 858-436-1011) or by PDF-email (creinhard@cardiumthx.com). If you have any questions, please give me a call (858-414-1477) or contact Gregg Zeoli at Empire Asset Management (212-417-8247). Thank you again for your investment.

Most sincerely,

/s/    Christopher J. Reinhard

Christopher J. Reinhard

Chairman & Chief Executive Officer

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