Attached files
| file | filename |
|---|---|
| EX-99.2 - EXHIBIT 99.2 - Nuo Therapeutics, Inc. | v306796_ex99-2.htm |
| EX-99.1 - EXHIBIT 99.1 - Nuo Therapeutics, Inc. | v306796_ex99-1.htm |
| EX-99.3 - EXHIBIT 99.3 - Nuo Therapeutics, Inc. | v306796_ex99-3.htm |
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 8, 2012
Cytomedix, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 01-32518 | 23-3011702 | ||
| (State or Other Jurisdiction | (Commission | (I.R.S. Employer | ||
| of Incorporation) | File Number) | Identification No.) |
209 Perry Parkway, Suite 7, Gaithersburg, MD 20877
(Address of Principal Executive Office) (Zip Code)
240-499-2680
(Registrant’s telephone number, including area code)
N/A
(Former name or former 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:
¨ 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))
Explanatory Note
On February 8, 2012, Cytomedix, Inc. (“Cytomedix” or the “Company”) filed a Current Report on Form 8-K to report, among other things, that the Company had completed the acquisition of 100% of the issued and outstanding capital stock and convertible promissory notes of Aldagen, Inc. (“Aldagen”) (the “Initial Report”). The purpose of this Amendment No. 1 to the Initial Report is to provide (i) Aldagen’s audited financial statements required by part (a) of Item 9.01 of Form 8-K and (ii) certain pro forma financial information required by part (b) of Item 9.01 of Form 8-K.
| Item 9.01 | Financial Statements and Exhibits |
| (a) | Financial Statements of Businesses Acquired |
Audited Financial Statements of Aldagen, Inc. as of and for the years ended December 31, 2011 and 2010, and for the period from March 3, 2000 (inception) through December 31, 2011 are furnished as Exhibit 99.1 to this Amendment No. 1 and are incorporated into this Item 9.01(a) by reference.
| (b) | Pro Forma Financial Information |
The unaudited pro forma financial information as of and for the year ended December 31, 2011 is furnished as Exhibit 99.2 to this Amendment No. 1 and is incorporated into this Item 9.01(b) by reference.
| (d) | Exhibits |
| 99.1 | Audited Financial Statements of Aldagen, Inc. as of and for the years ended December 31, 2011 and 2010, and for the period from March 3, 2000 (inception) through December 31, 2011 |
| 99.2 | Unaudited Pro forma Condensed Combined Financial Data as of and for the year ended December 31, 2011 |
| 99.3 | Consent of Ernst & Young LLP |
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.
| Cytomedix, Inc. | ||
| By: | /s/ Martin P. Rosendale | |
| Martin P. Rosendale | ||
| Chief Executive Officer | ||
Date: March 29, 2012