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TOPIC: Reminder 8k 11/28/2017

Reminder 8k 11/28/2017 04 Feb 2018 14:35 #11141

  • myownhedgefund
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Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
>>>In the event Cytori effects certain mergers, consolidations, sales of substantially all of its assets, tender or exchange offers, reclassifications or share exchanges in which its Common Stock is effectively converted into or exchanged for other securities, cash or property, Cytori consummates a business combination in which another person acquires 50% of the outstanding shares of its Common Stock, or any person or group becomes the beneficial owner of 50% of the aggregate ordinary voting power represented by Cytori’s issued and outstanding Common Stock, then, upon any subsequent conversion of the Series B Preferred Stock, the holders of the Series B Preferred Stock will have the right to receive any shares of the acquiring corporation or other consideration it would have been entitled to receive if it had been a holder of the number of shares of Common Stock then issuable upon conversion in full of the Series B Preferred Stock. <<<
Here is full 8k link:https://www.sec.gov/Archives/edgar/data/1095981/000156459017024297/cytx-8k_20171127.htm

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Reminder 8k 11/28/2017 05 Feb 2018 19:47 #11151

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A bit surprised there was no further discussion on this.
We know for sure about 24% is in known hands
Could more be held "part of the group" in non reportable levels ?
Although I would argue the 24% is already the same group and should file a 13D for FULL DISCLOSURE.
There was a specific reason for this change to the bylaws imho
How can the get more shares cheaply ? Assuming more is wanted or even needed.

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Reminder 8k 11/28/2017 06 Feb 2018 07:27 #11152

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I dont know Hedge. I just read this 8K as confirmation that the Series B have the same rights as common in case of some business combination or take-over, which is was I always assumed.Given that fact and I have no intention to sell, I keep the Series B in case it could have some future (voting) benefit.

This line was also in the prospectus of 11-14-17-

Subject to limited exceptions, a holder of the Series B Preferred Stock will not have the right to convert any portion of the Series B Preferred Stock to the extent that, after giving effect to the conversion, the holder, together with its affiliates,
would beneficially own in excess of 9.99% of the number of shares of Cytori’s Common Stock outstanding immediately after giving effect to its conversion.


I guess this means that Swissquote and PostFinance cannot have their shares from conversion :whistle:

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Board moderator and Site-owner. I still regret the day I started analysing the prospects of MacroPore (now Cytori) back in 2004- a left-over from the tech-bubble at that time from the century change in my portfolio- and became addicted to Cytori´s fat cell technology. :cry:

Reminder 8k 11/28/2017 06 Feb 2018 07:30 #11153

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Anyway- the institutional holdings report of 2/15/2018 i.e. reporting holdings as of year-end is going to be interesting :grin:

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Board moderator and Site-owner. I still regret the day I started analysing the prospects of MacroPore (now Cytori) back in 2004- a left-over from the tech-bubble at that time from the century change in my portfolio- and became addicted to Cytori´s fat cell technology. :cry:

Reminder 8k 11/28/2017 06 Feb 2018 08:23 #11155

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fas wrote: I dont know Hedge. I just read this 8K as confirmation that the Series B have the same rights as common in case of some business combination or take-over, which is was I always assumed.Given that fact and I have no intention to sell, I keep the Series B in case it could have some future (voting) benefit.

This line was also in the prospectus of 11-14-17-

Subject to limited exceptions, a holder of the Series B Preferred Stock will not have the right to convert any portion of the Series B Preferred Stock to the extent that, after giving effect to the conversion, the holder, together with its affiliates,
would beneficially own in excess of 9.99% of the number of shares of Cytori’s Common Stock outstanding immediately after giving effect to its conversion.


I guess this means that Swissquote and PostFinance cannot have their shares from conversion :whistle:

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File Name: 8k-11282017.pdf
File Size: 182 KB


Excellent point, but the out could be "Subject to limited exceptions" - I thought Franshei was specific in one of his posts (following a conversation with Tiago) that the shares came from the RO (Post 11119).

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Reminder 8k 11/28/2017 06 Feb 2018 08:54 #11156

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I hear you Fas and didn't think too much of it at the time either other than perhaps it gave some reference to TAP Advisors for deal making.
Just kinda reviewing some things as we discuss the new ownership that has filed.
Running different scenarios in my head

BTW...thanks for the 20 minutes...I am sure I will need it...LOL !!!

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Reminder 8k 11/28/2017 06 Feb 2018 09:46 #11157

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rodney.strongg wrote:
Excellent point, but the out could be "Subject to limited exceptions" - I thought Franshei was specific in one of his posts (following a conversation with Tiago) that the shares came from the RO (Post 11119).


Yes- Franshei wrote a lot of things, which were interesting based on his conversion with Girao. But I presume it was an assumption that the shares came from the RO.
Why not ask Franshei?

Franshei- did Tiago specifically state that the Swiss holdings came from the November RO? Thanks.

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Board moderator and Site-owner. I still regret the day I started analysing the prospects of MacroPore (now Cytori) back in 2004- a left-over from the tech-bubble at that time from the century change in my portfolio- and became addicted to Cytori´s fat cell technology. :cry:

Reminder 8k 11/28/2017 06 Feb 2018 09:52 #11158

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myownhedgefund wrote: Running different scenarios in my head


Make sure to share in a new topic- good idea- will do the same.

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Board moderator and Site-owner. I still regret the day I started analysing the prospects of MacroPore (now Cytori) back in 2004- a left-over from the tech-bubble at that time from the century change in my portfolio- and became addicted to Cytori´s fat cell technology. :cry:
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