PLUS THERAPEUTICS, INC. — Board/Management Information 2014

Jul 2, 2014

8-K 1 cytori_8k070214.htm CYTORI THERAPEUTICS FORM 8-K cytori_8k070214.htm Licensed to: Cytori Therapeutics, Inc. Document Created using EDGARizer 2020 5.4.6.0 Copyright 1995 - 2014 Thomson Reuters. All rights reserved.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 30, 2014

CYTORI THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-34375	33-0827593
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

3020 Callan Road, San Diego, California 92121

(Address of principal executive offices) (Zip Code)

(858) 458-0900

(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 ( see General Instruction A.2. below):

EFPlaceholder

□ 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))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) Effective July 1, 2014, pursuant to the recommendation of the Governance and Nominating Committee, the Board of Directors (the “ Board ”) of Cytori Therapeutics, Inc. (the “ Company ”) appointed Gail K. Naughton, Ph.D. to serve as a director of the Company for a term expiring at the Company’s 2014 annual meeting of stockholders, or until her successor is duly elected and qualified or her earlier resignation or removal.

There are no transactions in which Dr. Naughton has an interest requiring disclosure under Item 404(a) of Regulation S-K.

In connection with her services as a director, Dr. Naughton will be entitled to the customary compensatory arrangements for our outside directors. In addition, on July 1, 2014, Dr. Naughton was granted an option to purchase twenty-one thousand (21,000) shares of our common stock pursuant to the terms of our 2004 Equity Incentive Plan, at an exercise price per share of $2.40, which was the fair market value of our common stock on the date of grant. The option vests fifty percent (50%) on July 1, 2015 with the remaining options vesting in equal monthly installments over the subsequent year thereafter, subject to Dr. Naughton’s continued service to the Company. On July 1, 2014, Dr. Naughton was also granted 21,000 shares of restricted stock pursuant to the terms of our 2004 Equity Incentive Plan. The restricted stock vests fifty percent (50%) on July 1, 2015 and fifty percent (50%) on July 1, 2016, subject to Dr. Naughton’s continued service to the Company.

Dr. Naughton is expected to serve on the Company’s Compensation Committee.

The Company issued a press release announcing the appointment of Dr. Naughton to the Board, a copy of which is filed hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description

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99.1 Press Release July 2, 2014

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.

CYTORI THERAPEUTICS, INC. — By:
Mark E. Saad
Chief Financial Officer

Exhibit Index

Exhibit No.	Description
99.1	Press Release dated July 2, 2014