Attached files
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| 8-K - Nuo Therapeutics, Inc. | v207258_8k.htm |
Cytomedix Announces Restatement of Financial Statements Related to Equity Accounting Treatment for Previously Issued Warrants
Restatement has No Impact on Cash or Loss from Operations
GAITHERSBURG, Md. (January 6,
2011) – Cytomedix, Inc. (NYSE Amex: GTF) (the “Company” or “Cytomedix”),
a leading developer of biologically active regenerative therapies for wound
care, inflammation and angiogenesis, today announced that it will amend and
restate its financial results for the year 2009, as well as its results for each
of the quarters of 2009 and for the first three quarters of 2010. The
adjustments will result in non-cash charges to be reflected below the income
from operations line in the Company's statements of operations, and will have no
impact on the Company's cash balances or loss from operations.
On
January 3, 2011, the Company’s Audit Committee of the Board of Directors upon
recommendation from the Cytomedix management, concluded that the aforementioned
financial statements did not properly account for the embedded derivative
feature of certain previously issued warrants, and, as a result, should not be
relied upon. Consequently, the Company’s management has determined that it
must file an amended Annual Report on Form 10-K/A for the year ended
December 31, 2009 which will contain restated financial information for the year
ended December 31, 2009; and to file amended Quarterly Reports on Form 10-Q/A
for the quarters ended March 31, June 30, and September 30, 2009, respectively,
and March 31, June 30 and September 30, 2010, respectively, which will contain
restated financial information for each affected quarter. All of these amended
public reports will be filed with the SEC tomorrow morning, January 7,
2011. Until such amended filings are made, the original filings as of
those dates should not be relied upon.
The facts
surrounding the foregoing determination are as follows:
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(a)
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The
Company adopted the FASB Emerging Issues Task Force’s Issue No 07-5, “Determining Whether an
Instrument (or Embedded Feature) is Indexed to an Entity’s own Stock”
(“EITF 07-5”), now codified in ASC 815-40, as of January 1, 2009.
EITF 07-5 provides guidance as to assessing equity versus liability
treatment and classification for equity-linked financial instruments,
including stock purchase warrants. Upon the adoption of EITF
07-5, the Company did not properly assess the impact of certain
non-standard anti-dilution provisions that existed in certain then-outstanding
stock purchase warrants, resulting in equity (versus liability) treatment
and classification.
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(b)
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In
2009, the Company did not properly assess the impact of certain
non-standard anti-dilution provisions that existed in stock purchase
warrants issued
in the August 2009 offering, resulting in equity (versus liability)
treatment and classification.
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(c)
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As
a result of the improper accounting treatment of the
above-mentionedwarrants, certain offering expenses were also misclassified
and accounted for
incorrectly.
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For
more detailed information please see the Company's Current Report on Form 8-K on
this subject filed today with the SEC.
About Cytomedix,
Inc.
Cytomedix
develops, sells and licenses regenerative biological therapies primarily for
wound care, inflammation and angiogenesis. The Company markets the
AutoloGel™ System, a device for the production of platelet rich plasma (PRP) gel
derived from the patient’s own blood for use on a variety of exuding wounds; the
Angel® Whole Blood Separation System, a blood processing device and disposable
products used for the separation of whole blood into red cells, platelet poor
plasma (PPP) and PRP in surgical settings; and the activAT® Autologous Thrombin
Processing Kit, which produces autologous thrombin serum from
PPP. The activAT® kit is sold exclusively in Europe and Canada, where
it provides a completely autologous, safe alternative to bovine-derived
products. The Company is pursuing a multi-faceted strategy to
penetrate the chronic wound market with its products, as well as opportunities
for the application of AutoloGel™ and PRP technology into other markets such as
hair transplantation and orthopedics while actively seeking complementary
products for the wound care market. Cytomedix also seeks to monetize other
product candidates in its pipeline through strategic partnerships, out-licensing
or sale. Most notably is its anti-inflammatory peptide (designated
CT-112) that has shown promise in preclinical testing. Additional
information regarding Cytomedix is available at www.cytomedix.com.
Safe
Harbor Statement
Statements
contained in this communication not relating to historical facts are
forward-looking statements that are intended to fall within the safe harbor rule
for such statements under the Private Securities Litigation Reform Act of 1995.
Such statements contained in this release are based on management’s exercise of
business judgment as well as assumptions made by and information currently
available to management. When used in this document, the words “may”, “will”,
“anticipate”, “believe”, “estimate”, “expect”, “intend”, and words of similar
import, are intended to identify any forward-looking statements. The information
contained in the forward-looking statements is inherently uncertain, and
Cytomedix’s actual results may differ materially due to a number of factors,
many of which are beyond Cytomedix’s ability to predict or control, including
among others, our ability to complete and file its amended and restated reports
for the affected fiscal periods, maintain listing of our securities on the NYSE
Amex, viability and effectiveness of our sales approach and overall marketing
strategies, the outcome of development or regulatory review of CT- 112,
commercial success or acceptance by the medical community, competitive
responses, our ability to raise additional capital and to continue as a going
concern, our ability to execute on our strategy to market the AutoloGel™ System
as contemplated, our ability to successfully integrate the Angel® and activAT®
product lines into our existing business, to assume and satisfy certain
liabilities related to the Angel® and activAT® product lines, or our ability to
service the deferred payments related to the acquisition of the Angel® and
activAT® product lines. These forward-looking statements are subject to known
and unknown risks and uncertainties that could cause actual events to differ
from the forward-looking statements. More information about some of these risks
and uncertainties may be found in the reports filed with the Securities and
Exchange Commission by Cytomedix, Inc. Cytomedix operates in a highly
competitive and rapidly changing business and regulatory environment, thus new
or unforeseen risks may arise. Accordingly, investors should not place any
reliance on forward-looking statements as a prediction of actual results. Except
as is expressly required by the federal securities laws, Cytomedix undertakes no
obligation to update or revise any forward-looking statements, whether as a
result of new information, changed circumstances or future events or for any
other reason.
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Contacts:
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Cytomedix,
Inc.
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Lippert/Heilshorn
& Associates
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David Jorden, Executive Board
Member
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Anne Marie
Fields
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Martin Rosendale,
CEO
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(afields@lhai.com)
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Andrew Maslan, CFO
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(212)
838-3777
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(240)
499-2680
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Bruce
Voss
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(bvoss@lhai.com)
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(310)
691-7100
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