☒
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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DELAWARE
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33-0827593
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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3020 CALLAN ROAD, SAN DIEGO, CALIFORNIA
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92121
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(Address of principal executive offices)
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(Zip Code)
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Large Accelerated Filer
☐
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Accelerated Filer ☒
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Non-Accelerated Filer
☐
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Smaller reporting company
☐
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(Do not check if a smaller reporting company)
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Page
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PART I
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FINANCIAL INFORMATION
|
||
Item 1.
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Financial Statements
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||
3
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|||
4
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|||
5
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|||
6
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|||
Item 2.
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12
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||
Item 3.
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20
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||
Item 4.
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21
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PART II
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OTHER INFORMATION
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||
Item 1.
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21
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||
Item 1A.
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21
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||
Item 2.
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22
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Item 3.
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22
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Item 4.
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23
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Item 5.
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23
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Item 6.
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23
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PART I. | FINANCIAL INFORMATION |
Item 1. | Financial Statements |
As of March
31, 2015
|
As of December
31, 2014
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|||||||
Assets
|
||||||||
Current assets:
|
||||||||
Cash and cash equivalents
|
$
|
13,199,000
|
$
|
14,622,000
|
||||
Accounts receivable, net of reserves of $945,000 and of $1,523,000 in 2015 and 2014, respectively
|
704,000
|
1,243,000
|
||||||
Inventories, net
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4,614,000
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4,829,000
|
||||||
Other current assets
|
1,344,000
|
992,000
|
||||||
Total current assets
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19,861,000
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21,686,000
|
||||||
Property and equipment, net
|
1,778,000
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1,583,000
|
||||||
Restricted cash and cash equivalents
|
350,000
|
350,000
|
||||||
Other assets
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1,785,000
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1,763,000
|
||||||
Intangibles, net
|
9,350,000
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9,415,000
|
||||||
Goodwill
|
3,922,000
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3,922,000
|
||||||
Total assets
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$
|
37,046,000
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$
|
38,719,000
|
||||
Liabilities and Stockholders’ Deficit
|
||||||||
Current liabilities:
|
||||||||
Accounts payable and accrued expenses
|
$
|
5,614,000
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$
|
5,546,000
|
||||
Current portion of long-term obligations, net of discount
|
10,000,000
|
7,363,000
|
||||||
Joint venture purchase obligation
|
3,088,000
|
3,008,000
|
||||||
Total current liabilities
|
18,702,000
|
15,917,000
|
||||||
Deferred revenues
|
118,000
|
112,000
|
||||||
Warrant liability, long-term
|
25,237,000
|
9,793,000
|
||||||
Long-term deferred rent and other
|
507,000
|
558,000
|
||||||
Long-term obligations, net of discount, less current portion
|
15,677,000
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18,041,000
|
||||||
Total liabilities
|
60,241,000
|
44,421,000
|
||||||
Commitments and contingencies
|
||||||||
Stockholders’ deficit:
|
||||||||
Series A 3.6% convertible preferred stock, $0.001 par value; 5,000,000 shares authorized; 13,500 shares issued; 325 and 5,311 outstanding in 2015 and 2014, respectively
|
—
|
—
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||||||
Common stock, $0.001 par value; 290,000,000 shares authorized; 114,097,357 and 99,348,377 shares issued and outstanding in 2015 and 2014, respectively
|
114,000
|
99,000
|
||||||
Additional paid-in capital
|
336,186,000
|
331,772,000
|
||||||
Accumulated other comprehensive income
|
736,000
|
700,000
|
||||||
Accumulated deficit
|
(360,231,000
|
)
|
(338,273,000
|
)
|
||||
Total stockholders’ deficit
|
(23,195,000
|
)
|
(5,702,000
|
)
|
||||
Total liabilities and stockholders’ deficit
|
$
|
37,046,000
|
$
|
38,719,000
|
For the Three Months
Ended March 31,
|
||||||||
2015
|
2014
|
|||||||
Product revenues
|
$
|
902,000
|
$
|
1,031,000
|
||||
Cost of product revenues
|
598,000
|
421,000
|
||||||
Gross profit
|
304,000
|
610,000
|
||||||
Development revenues:
|
||||||||
Government contracts and other
|
1,444,000
|
403,000
|
||||||
Operating expenses:
|
||||||||
Research and development
|
3,963,000
|
4,292,000
|
||||||
Sales and marketing
|
839,000
|
1,928,000
|
||||||
General and administrative
|
2,499,000
|
4,340,000
|
||||||
Change in fair value of warrants
|
15,444,000
|
—
|
||||||
Total operating expenses
|
22,745,000
|
10,560,000
|
||||||
Operating loss
|
(20,997,000
|
)
|
(9,547,000
|
)
|
||||
Other income (expense):
|
||||||||
Interest income
|
1,000
|
2,000
|
||||||
Interest expense
|
(1,072,000
|
)
|
(941,000
|
)
|
||||
Other income, net
|
110,000
|
86,000
|
||||||
Total other expense
|
(961,000
|
)
|
(853,000
|
)
|
||||
Net loss
|
$
|
(21,958,000
|
)
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$
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(10,400,000
|
)
|
||
Beneficial conversion feature for convertible preferred stock
|
(661,000
|
)
|
—
|
|||||
Net loss allocable to common stock holders
|
$
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(22,619,000
|
)
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$
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(10,400,000
|
)
|
||
Basic and diluted net loss per share allocable to common stockholders
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$
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(0.21
|
)
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$
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(0.14
|
)
|
||
Basic and diluted weighted average shares used in calculating net loss per share allocable to common stockholders
|
106,208,857
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74,102,396
|
||||||
Comprehensive loss:
|
||||||||
Net loss
|
$
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(21,958,000
|
)
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$
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(10,400,000
|
)
|
||
Other comprehensive income (loss) – foreign currency translation adjustments
|
36,000
|
(50,000
|
)
|
|||||
Comprehensive loss
|
$
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(21,922,000
|
)
|
$
|
(10,450,000
|
)
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For the Three Months Ended March 31,
|
||||||||
2015
|
2014
|
|||||||
Cash flows from operating activities:
|
||||||||
Net loss
|
$
|
(21,958,000
|
)
|
$
|
(10,400,000
|
)
|
||
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||||||
Depreciation and amortization
|
213,000
|
160,000
|
||||||
Amortization of deferred financing costs and debt discount
|
257,000
|
281,000
|
||||||
Joint venture acquisition obligation accretion
|
203,000
|
—
|
||||||
Provision for doubtful accounts
|
—
|
465,000
|
||||||
Change in fair value of warrants
|
15,444,000
|
—
|
||||||
Stock-based compensation expense
|
459,000
|
687,000
|
||||||
Increases (decreases) in cash caused by changes in operating assets and liabilities:
|
||||||||
Accounts receivable
|
546,000
|
49,000
|
||||||
Inventories
|
100,000
|
(551,000
|
)
|
|||||
Other current assets
|
(470,000
|
)
|
(172,000
|
)
|
||||
Other assets
|
68,000
|
379,000
|
||||||
Accounts payable and accrued expenses
|
138,000
|
351,000
|
||||||
Deferred revenues
|
21,000
|
(165,000
|
)
|
|||||
Long-term deferred rent
|
(51,000
|
)
|
(46,000
|
)
|
||||
Net cash used in operating activities
|
(5,030,000
|
)
|
(8,962,000
|
)
|
||||
Cash flows from investing activities:
|
||||||||
Purchases of property and equipment
|
(187,000
|
)
|
(287,000
|
)
|
||||
Expenditures for intellectual property
|
—
|
(155,000
|
)
|
|||||
License agreement termination fee
|
—
|
(200,000
|
)
|
|||||
Net cash used in investing activities
|
(187,000
|
)
|
(642,000
|
)
|
||||
Cash flows from financing activities:
|
||||||||
Joint venture purchase payments
|
(123,000
|
)
|
(2,138,000
|
)
|
||||
Proceeds from exercise of employee stock options and warrants
|
—
|
33,000
|
||||||
Proceeds from sale of common stock, net
|
3,974,000
|
9,000,000
|
||||||
Dividends paid on preferred stock
|
(72,000
|
)
|
—
|
|||||
Net cash provided by financing activities
|
3,779,000
|
6,895,000
|
||||||
Effect of exchange rate changes on cash and cash equivalents
|
15,000
|
3,000
|
||||||
Net decrease in cash and cash equivalents
|
(1,423,000
|
)
|
(2,706,000
|
)
|
||||
Cash and cash equivalents at beginning of period
|
14,622,000
|
15,506,000
|
||||||
Cash and cash equivalents at end of period
|
$
|
13,199,000
|
$
|
12,800,000
|
1. | Basis of Presentation |
2. | Use of Estimates |
3. | Capital Availability |
4. | Transactions with Olympus Corporation |
5. | Revenue Recognition |
Three months ended
|
||||||||||||||||
March 31, 2015
|
March 31, 2014
|
|||||||||||||||
Product
Revenues
|
% of
Total
|
Product
Revenues
|
% of
Total
|
|||||||||||||
North America
|
$
|
136,000
|
15
|
%
|
$
|
175,000
|
17
|
%
|
||||||||
Japan
|
605,000
|
67
|
%
|
644,000
|
62
|
%
|
||||||||||
Europe
|
89,000
|
10
|
%
|
212,000
|
21
|
%
|
||||||||||
Other countries
|
72,000
|
8
|
%
|
—
|
—
|
|||||||||||
Total product revenues
|
$
|
902,000
|
100
|
%
|
$
|
1,031,000
|
100
|
%
|
6. | Inventories |
|
March 31,
2015
|
|
December 31,
2014
|
|||||
|
|
|||||||
Raw materials
|
$
|
1,733,000
|
$
|
1,715,000
|
||||
Work in process
|
1,361,000
|
1,301,000
|
||||||
Finished goods
|
1,520,000
|
1,813,000
|
||||||
$
|
4,614,000
|
$
|
4,829,000
|
7. | Loss per Share |
8. | Commitments and Contingencies |
9. | Fair Value Measurements |
Balance as of
March 31, 2015
|
Basis of Fair Value Measurements
|
|||||||||||||||
Level 1
|
Level 2
|
Level 3
|
||||||||||||||
Assets:
|
||||||||||||||||
Cash equivalents
|
$
|
6,144,000
|
$
|
6,144,000
|
$
|
—
|
$
|
—
|
||||||||
Liabilities:
|
||||||||||||||||
Warrant liability
|
$
|
25,237,000
|
$
|
—
|
$
|
—
|
$
|
25,237,000
|
Balance as of
December 31, 2014
|
Basis of Fair Value Measurements
|
|||||||||||||||
Level 1
|
Level 2
|
Level 3
|
||||||||||||||
Assets:
|
||||||||||||||||
Cash equivalents
|
$
|
8,144,000
|
$
|
8,144,000
|
$
|
—
|
$
|
—
|
||||||||
Liabilities:
|
||||||||||||||||
Warrant liability
|
$
|
9,793,000
|
$
|
—
|
$
|
—
|
$
|
9,793,000
|
Warrant liability
|
Three months ended
March 31, 2015
|
|||
Beginning balance
|
$
|
9,793,000
|
||
Change in fair value
|
15,444,000
|
|||
Ending balance
|
$
|
25,237,000
|
10. | Fair Value |
March 31, 2015
|
December 31, 2014
|
|||||||||||||||
Fair Value
|
Carrying Value
|
Fair Value
|
Carrying Value
|
|||||||||||||
Fixed rate long-term debt
|
$
|
25,466,000
|
$
|
25,630,000
|
$
|
25,206,000
|
$
|
25,373,000
|
11. | Stockholders’ Equity |
12. | Subsequent Events |
|
·
|
Overview that discusses our operating results and some of the trends that affect our business.
|
|
·
|
Results of Operations that includes a more detailed discussion of our revenue and expenses.
|
|
·
|
Liquidity and Capital Resources which discusses key aspects of our statements of cash flows, changes in our financial position and our financial commitments.
|
|
·
|
Significant changes since our most recent Annual Report on Form 10-K in the Critical Accounting Policies and Significant Estimates that we believe are important to understanding the assumptions and judgments underlying our financial statements.
|
For the three months
ended March 31,
|
||||||||
2015
|
2014
|
|||||||
Product revenues - third party
|
$
|
902,000
|
$
|
1,031,000
|
For the three months ended March 31,
|
||||||||
2015
|
2014
|
|||||||
Cost of product revenues
|
$
|
579,000
|
$
|
402,000
|
||||
Share-based compensation
|
19,000
|
19,000
|
||||||
Total cost of product revenues
|
$
|
598,000
|
$
|
421,000
|
||||
Total cost of product revenues as % of product revenues
|
66
|
%
|
41
|
%
|
For the three months ended March 31,
|
||||||||
2015
|
2014
|
|||||||
Research and development
|
$
|
3,835,000
|
$
|
4,170,000
|
||||
Share-based compensation
|
128,000
|
122,000
|
||||||
Total research and development expenses
|
$
|
3,963,000
|
$
|
4,292,000
|
For the three months ended
March 31,
|
||||||||
2015
|
2014
|
|||||||
Sales and marketing
|
$
|
810,000
|
$
|
1,813,000
|
||||
Share-based compensation
|
29,000
|
115,000
|
||||||
Total sales and marketing expenses
|
$
|
839,000
|
$
|
1,928,000
|
For the three months ended
March 31,
|
||||||||
2015
|
2014
|
|||||||
General and administrative
|
$
|
2,216,000
|
$
|
3,909,000
|
||||
Share-based compensation
|
283,000
|
431,000
|
||||||
Total general and administrative expenses
|
$
|
2,499,000
|
$
|
4,340,000
|
For the three months ended
March 31,
|
||||||||
2015
|
2014
|
|||||||
Cost of product revenues
|
$
|
19,000
|
$
|
19,000
|
||||
Research and development-related
|
128,000
|
122,000
|
||||||
Sales and marketing-related
|
29,000
|
115,000
|
||||||
General and administrative-related
|
283,000
|
431,000
|
||||||
Total share-based compensation
|
$
|
459,000
|
$
|
687,000
|
For the three months
ended March 31,
|
||||||||
2015
|
2014
|
|||||||
Change in fair value of warrants
|
$
|
15,444,000
|
$
|
—
|
For the three months ended
March 31,
|
||||||||
2015
|
2014
|
|||||||
Interest income
|
$
|
1,000
|
$
|
2,000
|
||||
Interest expense
|
(1,072,000
|
)
|
(941,000
|
)
|
||||
Other income, net
|
110,000
|
86,000
|
||||||
Total
|
$
|
(961,000
|
)
|
$
|
(853,000
|
)
|
· | Interest expense increased for the three months ended March 31, 2015 as compared to the same periods in 2014, due to cash interest and non-cash amortization of debt and warrant costs related to our $27.0 million term loan and increased accretion expense related to our Joint venture liability. |
· | The changes in other income, net during the three months ended March 31, 2015 as compared to the same period in 2014 resulted primarily from changes in foreign currency exchange rates. |
As of March 31,
2015
|
As of December 31,
2014
|
|||||||
Cash and cash equivalents
|
$
|
13,199,000
|
$
|
14,622,000
|
||||
Current assets
|
$
|
19,861,000
|
$
|
21,686,000
|
||||
Current liabilities
|
18,702,000
|
15,917,000
|
||||||
Working capital
|
$
|
1,159,000
|
$
|
5,769,000
|
Payments due by period
|
||||||||||||||||||||
Contractual Obligations
|
Total
|
Less than 1
year
|
1 – 3 years
|
3 – 5 years
|
More than
5 years
|
|||||||||||||||
Long-term obligations
|
$
|
26,858,000
|
$
|
10,065,000
|
$
|
16,793,000
|
$
|
—
|
$
|
—
|
||||||||||
Interest commitment on long-term obligations
|
3,058,000
|
2,002,000
|
1,056,000
|
—
|
—
|
|||||||||||||||
Operating lease obligations
|
5,744,000
|
2,194,000
|
3,537,000
|
13,000
|
—
|
|||||||||||||||
Minimum purchase obligation
|
1,022,000
|
1,022,000
|
—
|
—
|
—
|
|||||||||||||||
Joint venture purchase obligation
|
3,088,000
|
2,318,000
|
770,000
|
—
|
—
|
|||||||||||||||
Clinical research study obligations
|
5,452,000
|
3,722,000
|
1,730,000
|
—
|
—
|
|||||||||||||||
Total
|
$
|
45,222,000
|
$
|
21,323,000
|
$
|
23,886,000
|
$
|
13,000
|
$
|
—
|
For the three months ended March 31,
|
||||||||
2015
|
2014
|
|||||||
Net cash used in operating activities
|
$
|
(5,030,000
|
)
|
$
|
(8,962,000
|
)
|
||
Net cash used in investing activities
|
(187,000
|
)
|
(642,000
|
)
|
||||
Net cash provided by financing activities
|
3,779,000
|
6,895,000
|
||||||
Effect of exchange rate changes on cash and cash equivalents
|
15,000
|
3,000
|
||||||
Net decrease in cash and cash equivalents
|
$
|
(1,423,000
|
)
|
$
|
(2,706,000
|
)
|
PART II. | OTHER INFORMATION |
|
CYTORI THERAPEUTICS, INC.
|
|
|
|
|
|
By:
|
/s/ Marc H. Hedrick
|
Dated: May 11, 2015
|
|
Marc H. Hedrick
|
|
|
President & Chief Executive Officer
|
|
|
|
|
By:
|
/s/ Tiago Girao
|
Dated: May 11, 2015
|
|
Tiago Girao
|
|
|
VP of Finance and Chief Financial Officer
|
Exhibit No.
|
Description
|
|
|
3.1
|
Composite Certificate of Incorporation (incorporated by reference to our Annual Report on Form 10-K filed with the Commission on March 16, 2015)
|
3.2
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Amended and Restated Bylaws of Cytori Therapeutics, Inc. (incorporated by reference to our Quarterly Report on Form 10-Q filed with the Commission on August 14, 2003)
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3.3
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Amendment to Amended and Restated Bylaws of Cytori Therapeutics, Inc. (incorporated by reference to our Current Report on Form 8-K filed with the Commission on May 6, 2014).
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Amendment One to the Securities Purchase Agreement, dated March 16, 2015, between the Company and certain institutional investors (filed herewith).
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Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
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Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
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Certifications Pursuant to 18 U.S.C. Section 1350/ Securities Exchange Act Rule 13a-14(b), as adopted pursuant to Section 906 of the Sarbanes - Oxley Act of 2002 (filed herewith).
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101.INS
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XBRL Instance Document
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101.SCH
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XBRL Schema Document
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101.CAL
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XBRL Calculation Linkbase Document
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101.LAB
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XBRL Label Linkbase Document
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101.PRE
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XBRL Presentation Linkbase Document
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A. | Section 4.13(a) of the Agreement is hereby amended and restated in its entirety to read as follows: |
1 | This Amendment shall enter into force as of the Effective Date. |
2 | All capitalized terms used but not defined herein shall have the meaning set forth in the Agreement. |
3 | Except as otherwise expressly provided herein, the Agreement shall otherwise remain in full force and effect. |
4 | This Amendment, together with the Agreement (to the extent not amended hereby) and all exhibits thereto and references therein, constitute the entire agreement among the parties and shall supersede any and all previous contracts, arrangements or understandings between the parties with respect to the subject matter herein . |
5 | Each party to this Amendment hereby agrees to perform any further acts and to execute and deliver any further documents that may be necessary or required to carry out the intent and provisions of this Amendment and the transactions contemplated hereby. |
6 | This Amendment may not be altered, amended or modified in any way unless done so in accordance with Section 5.5 of the Agreement. |
7 | This Amendment may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument, and such counterparts may be delivered electronically by the parties. |
CYTORI THERAPEUTICS, INC.
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By | /s/ Tiago Girao | |
Name: Tiago Girao | ||
Title: CFO |
Name of Purchaser:
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Signature of Authorized Signatory of Purchaser
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Name of Authorized Signatory:
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Title of Authorized Signatory:
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Email Address of Authorized Signatory:
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Facsimile Number of Authorized Signatory:
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Initial Subscription Shares of Preferred Stock:
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Percent of Initial Subscription Shares of Preferred Stock:
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%
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1. | I have reviewed this quarterly report on Form 10-Q of Cytori Therapeutics, Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements and other financial information included in this report fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
(a) | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report- based on such evaluation; and |
(d) | disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
(a) | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and |
(b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: May 11, 2015
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/s/ Marc H. Hedrick
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Marc H. Hedrick,
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President & Chief Executive Officer
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1. | I have reviewed this quarterly report on Form 10-Q of Cytori Therapeutics, Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements and other financial information included in this report fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
(a) | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report- based on such evaluation; and |
(d) | disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
(a) | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and |
(b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: May 11, 2015
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/s/ Tiago Girao
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Tiago Girao
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VP of Finance and Chief Financial Officer
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1. | The Form 10-Q report of Cytori Therapeutics, Inc. that this certification accompanies fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934. |
2. | The information contained in the Form 10-Q report of Cytori Therapeutics, Inc. that this certification accompanies fairly presents, in all material respects, the financial condition and results of operations of Cytori Therapeutics, Inc. |
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By:
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/s/ Marc H. Hedrick
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Dated:
May 11, 2015
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Marc H. Hedrick
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President & Chief Executive Officer
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By:
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/s/ Tiago Girao
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Dated:
May 11, 2015
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Tiago Girao
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VP of Finance and Chief Financial Officer
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