0001213900-12-004862.txt : 20120822 0001213900-12-004862.hdr.sgml : 20120822 20120822143642 ACCESSION NUMBER: 0001213900-12-004862 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20120817 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 FILED AS OF DATE: 20120822 DATE AS OF CHANGE: 20120822 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Pathfinder Cell Therapy, Inc. CENTRAL INDEX KEY: 0000889428 STANDARD INDUSTRIAL CLASSIFICATION: ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES [3842] IRS NUMBER: 141745197 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-20580 FILM NUMBER: 121049647 BUSINESS ADDRESS: STREET 1: 12 BOW STREET CITY: CAMBRIDGE STATE: MA ZIP: 02138 BUSINESS PHONE: 6172450289 MAIL ADDRESS: STREET 1: 12 BOW STREET CITY: CAMBRIDGE STATE: MA ZIP: 02138 FORMER COMPANY: FORMER CONFORMED NAME: SyntheMed, Inc. DATE OF NAME CHANGE: 20050503 FORMER COMPANY: FORMER CONFORMED NAME: LIFE MEDICAL SCIENCES INC DATE OF NAME CHANGE: 19930328 8-K 1 f8k081712_pathfinder.htm CURRENT REPORT f8k081712_pathfinder.htm
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)  August 17, 2012                                

Pathfinder Cell Therapy, Inc.
(Exact name of Registrant as Specified in its Charter)

 
Delaware   0-20580   14-1745197
(State or Other Jurisdiction of Incorporation)   (Commission file Number)   (IRS Employer Identification No.)
 
12 Bow Street, Cambridge, Massachusetts   02138
(Address of principal executive offices)   (Zip Code)

Registrant's telephone number, including area code:  617-245-0289

________________________________________________________
(Former name or 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 2.03   Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant
 
On August 17, 2012, we borrowed $100,000 from an investor.  The loan is evidenced by a promissory note bearing interest at 6% per annum.  Principal and interest are due and payable on the first anniversary of issuance.  At any time prior to completion or termination of the capital raise being conducted by us and described in our current report on Form 8-K filed with the Securities and Exchange Commission on September 9, 2011, the holder may elect to convert the principal amount of the promissory note, and/or accrued interest thereon, into shares of our common stock in the capital raise at the subscription price thereof.  Since February 2012, we have borrowed an aggregate principal amount of $1,365,000 from investors on these terms, which amount includes the $100,000 covered by this report.

Item 3.02  Unregistered Sales of Equity Securities

For the offer and sale of the promissory note described under Item 2.03 above, as well as the offer of the underlying shares of common stock, we have relied upon the exemption from registration set forth in Section 4(2) of the Act and/or Rule 506 of Regulation D and/or Regulation S.

 
 
 
 
 
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.
 
 
  Pathfinder Cell Therapy, Inc.  
       
Date: August 22, 2012 
By:
/s/ John Benson  
    John Benson, CFO