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TOPIC: Last-Minute Amendment Oxford

Last-Minute Amendment Oxford 02 Jan 2019 08:48 #12441

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As could be expected- sounds interesting-

On December 31, 2018, Cytori Therapeutics, Inc. (the “Company”) entered into an amendment (the “Amendment”) to its existing Loan and Security Agreement, dated May 29, 2015, as amended (the “Loan Agreement”), with Oxford Finance LLC (“Oxford”), as collateral agent, and the lenders party thereto, including Oxford (the “Lenders”), pursuant to which, among other things, Oxford and the Lenders agreed to extend the maturity date from June 1, 2019 to June 1, 2020.
The Amendment also increases the minimum liquidity covenant level from $1.5 million to $2.0 million and extends the interest-only period under the Loan Agreement to March 1, 2019.
The Amendment requires that the Company achieve one of the following by January 31, 2019: enter into an asset sale agreement with a minimum unrestricted net cash proceeds to the Company of $4.0 million; enter into a binding agreement for the issuance and sale of its equity securities or unsecured convertible subordinated debt which would result in unrestricted gross cash proceeds of not less than $7.5 million; or enter into a merger agreement pursuant to which the obligations under the Loan Agreement would be paid down to a level satisfactory to Oxford and the Lenders.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which will be filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.

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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:

Last-Minute Amendment Oxford 02 Jan 2019 09:07 #12442

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fas wrote: As could be expected- sounds interesting-

On December 31, 2018, Cytori Therapeutics, Inc. (the “Company”) entered into an amendment (the “Amendment”) to its existing Loan and Security Agreement, dated May 29, 2015, as amended (the “Loan Agreement”), with Oxford Finance LLC (“Oxford”), as collateral agent, and the lenders party thereto, including Oxford (the “Lenders”), pursuant to which, among other things, Oxford and the Lenders agreed to extend the maturity date from June 1, 2019 to June 1, 2020.
The Amendment also increases the minimum liquidity covenant level from $1.5 million to $2.0 million and extends the interest-only period under the Loan Agreement to March 1, 2019.
The Amendment requires that the Company achieve one of the following by January 31, 2019: enter into an asset sale agreement with a minimum unrestricted net cash proceeds to the Company of $4.0 million; enter into a binding agreement for the issuance and sale of its equity securities or unsecured convertible subordinated debt which would result in unrestricted gross cash proceeds of not less than $7.5 million; or enter into a merger agreement pursuant to which the obligations under the Loan Agreement would be paid down to a level satisfactory to Oxford and the Lenders.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which will be filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.

/


Fas, it would seem that the first option would likely be the best at this time.

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Last-Minute Amendment Oxford 02 Jan 2019 09:22 #12443

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Yuck !
What a series of bad outcomes and obviously Cytori's previous expectations were overly optimistic (no surprise there).
Still, we get to see them squirm a little while longer as each month puts more unearned cash into managements pockets.

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Last-Minute Amendment Oxford 02 Jan 2019 13:31 #12444

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I think it is worth while having a glance at each of the last two amendments of the loan agreement- # 3 made on August 31 i.e. 4 months ago and the last one, # 4 a few days ago on December 31 and see if anything materializes :whistle: (of course it does)

The Third Amendment also requires that the Company pay to each lender, in accordance with its pro rata share of the loans, 75% of all proceeds received (i) from the issuance and sale of unsecured subordinated convertible debt, (ii) in connection with a joint venture, collaboration or other partnering transaction, (iii) in connection with any licenses, (iv) from dividends (other than non-cash dividends from wholly owned subsidiaries) and (v) from the sale of any assets (such requirement, the “Prepayment Requirement”). The Prepayment Requirement does not apply to proceeds from the sale and issuance of the Company’s equity securities, other than convertible debt.

The (fourth) Amendment requires that the Company achieve one of the following by January 31, 2019: (i) enter into an asset sale agreement with a minimum unrestricted net cash proceeds to the Company of $4.0 million; (ii) enter into a binding agreement for the issuance and sale of its equity securities or unsecured convertible subordinated debt which would result in unrestricted gross cash proceeds of not less than $7.5 million; or (iii) enter into a merger agreement pursuant to which the obligations under the Loan Agreement would be paid down to a level satisfactory to Oxford and the Lenders.

First- I would think it is notable that in comparison to # 4 - the options from # 3 (ii) JV/partnering and (iii) licensing have disappeared- i.e. are no options any longer.
Second- I never understood (iv) from # 3 - dividends- where would they get those from? So forget about that.
Third- in # 3 - convertible debt issuance was very prominent and I think it still is the most likely solution (assuming there is one)- am thinking Swiss money of course. Sale of equity makes no sense at present.
Fourth- asset sale? Cytori has 2 assets which would fetch >4 Mio- Cytori KK and the two ATI compounds.
Fifth - a merger agreement- than of course a reverse merger whereby the empty (besides money) acquirer/merger partner takes over the whole joint. The horror visions I had with Celactive or any other similar type Company from Europe or elsewhere.

Comments? (without quotes please!!!!!!!!!!!!!!!)

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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:

Last-Minute Amendment Oxford 02 Jan 2019 14:10 #12445

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Well, I think my previous comment hit the nail on the head, Fas was far more eloquent so here are some additional thoughts.
1. I had stated some time back that a license deal for the ATI stuff wasn't happening (at least anything other than outright theft) until they were further along. Maybe others agreed or simply changed there minds but if it happens its in the future. It makes far more sense for a interested party to just buy them out. I surely wouldn't want Cytori in charge of producing my licensed product anyway...too much risk imho.

2. Agree "dividends" mostly worthless language but perhaps at one point there was thinking of retaining part of a asset sale and somehow dividends would have been dispensed. Who knows.

3. Convertible debt. It will suck for current holders but I had long thought it makes sense to get Oxford out of the picture and this would be the only feasible way imho and they couldn't outright sell enough shares to both pay off the debt and run the company. I can only imagine the conversion to attract such a player...OUCH !!!


4. Selling Cytori KK should fetch them their $4 million or so free cash....that's about it....not much value there as I have argued in the past. Others disagreed of course. Didn't management at one time suggest something along the lines of such a sale and keeping the consumable manufacturing ?
As far as selling the ATI compounds out of the company....that leaves them with nothing imho....I think even they know that...so it will be a out right sale of everything if this is the route with trying to save at least something for their own skins to survive.

5. Outright sale. Just rip the band aid off already...there is nothing here and certainly nothing left of our investment. The only comment I have here to add is I believe even oxford realizes they may not get back the full out standing balance of the loan. I think they did OK though and get to go in the books as having funded the most expensive loan in history....perhaps CC got is final laugh after all !!!!!!!!!

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Last-Minute Amendment Oxford 02 Jan 2019 14:37 #12446

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fas wrote: I think it is worth while having a glance at each of the last two amendments of the loan agreement- # 3 made on August 31 i.e. 4 months ago and the last one, # 4 a few days ago on December 31 and see if anything materializes :whistle: (of course it does)

The Third Amendment also requires that the Company pay to each lender, in accordance with its pro rata share of the loans, 75% of all proceeds received (i) from the issuance and sale of unsecured subordinated convertible debt, (ii) in connection with a joint venture, collaboration or other partnering transaction, (iii) in connection with any licenses, (iv) from dividends (other than non-cash dividends from wholly owned subsidiaries) and (v) from the sale of any assets (such requirement, the “Prepayment Requirement”). The Prepayment Requirement does not apply to proceeds from the sale and issuance of the Company’s equity securities, other than convertible debt.

The (fourth) Amendment requires that the Company achieve one of the following by January 31, 2019: (i) enter into an asset sale agreement with a minimum unrestricted net cash proceeds to the Company of $4.0 million; (ii) enter into a binding agreement for the issuance and sale of its equity securities or unsecured convertible subordinated debt which would result in unrestricted gross cash proceeds of not less than $7.5 million; or (iii) enter into a merger agreement pursuant to which the obligations under the Loan Agreement would be paid down to a level satisfactory to Oxford and the Lenders.

First- I would think it is notable that in comparison to # 4 - the options from # 3 (ii) JV/partnering and (iii) licensing have disappeared- i.e. are no options any longer.
Second- I never understood (iv) from # 3 - dividends- where would they get those from? So forget about that.
Third- in # 3 - convertible debt issuance was very prominent and I think it still is the most likely solution (assuming there is one)- am thinking Swiss money of course. Sale of equity makes no sense at present.
Fourth- asset sale? Cytori has 2 assets which would fetch >4 Mio- Cytori KK and the two ATI compounds.
Fifth - a merger agreement- than of course a reverse merger whereby the empty (besides money) acquirer/merger partner takes over the whole joint. The horror visions I had with Celactive or any other similar type Company from Europe or elsewhere.

Comments? (without quotes please!!!!!!!!!!!!!!!)


Fas, I truly hope that you do not believe that CYTX has only the two assets worth more than $4 million - Barda being the obvious - but also the overall equipment and science value behind all of its other potential stem cell applications!

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Last-Minute Amendment Oxford 02 Jan 2019 15:10 #12447

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Rodney- obviously I am talking fire-sales here. The discounted value of assets generating > 100 Mio revenue is something completely different.

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Last-Minute Amendment Oxford 02 Jan 2019 16:54 #12448

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fas wrote: Rodney- obviously I am talking fire-sales here. The discounted value of assets generating > 100 Mio revenue is something completely different.


Fas, just curious, where did you first see the news of the Amendment?

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Last-Minute Amendment Oxford 03 Jan 2019 01:22 #12449

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I am on the email distribution list for SEC filings.

But you can also look at the right side of the index or recent topics page here in the Lodge. I added the RSS (SEC filings) from Cytori to those pages.

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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:

Last-Minute Amendment Oxford 03 Jan 2019 06:07 #12450

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fas wrote: I am on the email distribution list for SEC filings.

But you can also look at the right side of the index or recent topics page here in the Lodge. I added the RSS (SEC filings) from Cytori to those pages.

/

Strange that there was no press release which I can usually access as soon as it is issued???

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Last-Minute Amendment Oxford 03 Jan 2019 07:21 #12451

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Press releases aren't required, SEC filings are.
Below average volume yesterday....maybe Cytori wants it that way.

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Last-Minute Amendment Oxford 03 Jan 2019 08:33 #12452

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myownhedgefund wrote: Press releases aren't required, SEC filings are.
Below average volume yesterday....maybe Cytori wants it that way.


I never watch Nasdaq trade really, but yesterday I was curious, since I noted the regular dots on the RT chart here on this page- and yes- regularly small trades were made at round intervals (exactly 1 minute) -funny enough from the ask.: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:

Last-Minute Amendment Oxford 03 Jan 2019 08:43 #12453

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So this is what we are down to, fire sell on whatever value assets they have. Pathetic manipulation of this company to put it in this position made easy by incompetent management. Sharks are now licking their chops.

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Last-Minute Amendment Oxford 03 Jan 2019 09:23 #12454

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EOM doesn’t give them much time to decide which way they are going with this. Positive thing about, we don’t need to agonize for long to find out what’s to come.

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Last-Minute Amendment Oxford 03 Jan 2019 09:38 #12455

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myownhedgefund wrote: Press releases aren't required, SEC filings are.
Below average volume yesterday....maybe Cytori wants it that way.


Your first sentence is truly illuminating - LOL - b/t/w, I guess your Friday prediction for news was wrong, but we all make mistakes - :grin:

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Last-Minute Amendment Oxford 03 Jan 2019 09:57 #12456

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I would have to say that Hedge has been very close to spot on with the Oxford loan analysis.

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Last-Minute Amendment Oxford 03 Jan 2019 11:24 #12457

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b767cpt wrote: I would have to say that Hedge has been very close to spot on with the Oxford loan analysis.


I posted that there would be news yesterday and you disagreed and HF said Friday - not very "spot on" - lol - :grin:

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Last-Minute Amendment Oxford 03 Jan 2019 12:45 #12458

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If you need to pass out ribbons RS, Fas was the first, last year, to point out we should expect news right after the failure of CYTX to fulfill their Oxford obligations. As for me, while I did agree with b7, we may not see the filing right away was because SEC rules allows some time and Friday fit within that time period. BTW, Cytori and Friday filings are not strangers. Otherwise I could care less.

More interesting is AAPL.
Completed 2 round trips today and unsure if I dip my toe in for a third time.
$143's has been the sweet spot for me with exits $145 or so
Market weakening again but AAPL somewhat firmer as this will be when the big boys play
Gap also in mid to high $120's which could be a longer term target if things get worse.
Gonna head out for a bit and revisit later.
Anyone else playing ?

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Last-Minute Amendment Oxford 03 Jan 2019 14:04 #12459

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WooHoo...look at AAPL fall...getting tempted

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Last-Minute Amendment Oxford 03 Jan 2019 14:05 #12460

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myownhedgefund wrote: If you need to pass out ribbons RS, Fas was the first, last year, to point out we should expect news right after the failure of CYTX to fulfill their Oxford obligations. As for me, while I did agree with b7, we may not see the filing right away was because SEC rules allows some time and Friday fit within that time period. BTW, Cytori and Friday filings are not strangers. Otherwise I could care less.{quote}/

I see the new year has not changed you - never wrong - but, at least you fraternize with us CYTX losers even though you say "I could care less" - good guy, but a legend in your own mind - LOL :grin: :grin:

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