CYTOMEDIX FILES REGISTRATION STATEMENT
ROCKVILLE, Md., Dec. 4, 2007 – Cytomedix, Inc. (AMEX: GTF) today announced that it has filed a registration statement on Form S-3 with the Securities and Exchange Commission (SEC) which, when declared effective by the SEC, will cover the resale by certain selling shareholders of up to 2,940,665 shares of common stock, of which 1,300,000 are shares of common stock that are issuable as of Nov. 30, 2007, and 1,640,665 are shares of common stock that, as of Nov. 30, 2007, are issuable to certain shareholders upon exercise of outstanding warrants. The 2,940,655 shares of common stock that may be sold by selling shareholders include 1.3 million shares of common stock and warrants to purchase an additional 975,000 shares of common stock that were issued to the Company's patent counsel as a payment of current and future contingency fees under a prior retainer agreement. These shares are subject to certain restrictions on resale, namely, that 25% of the shares may be sold by patent counsel on or after the date on which the registration statement is declared effective. Thereafter, an additional 25% may be sold in or after each fiscal quarter following the end of the fiscal quarter in which the registration statement is declared effective. The remaining 665,655 shares that may be sold by other selling shareholders are not subject to contractual limitations on resale. The selling shareholders will act independently in determining the timing, manner, and size of each sale. The Company will not receive any of the proceeds from the sale of common stock being offered by the selling shareholders; however, the Company may receive proceeds from the selling shareholders’ exercise of warrants to purchase the common stock.
The registration statement will also serve as a shelf registration statement that will allow Cytomedix to offer and sell in one or more offerings, and at the times Cytomedix deems appropriate, up to $50 million of common stock, preferred stock, warrants and debt securities, or any combination of these securities. The particular terms of any offering of securities by the Company would be established at the time of the offering. The Company may use the proceeds from any future offering of securities to facilitate and expedite its strategic pursuits such as further investment in sales and marketing, product development, strategic partnerships or acquisitions, if and when suitable opportunities arise, and for general corporate purposes. The Company will determine when and if it will make any offerings of securities under the shelf registration statement, which provides the Company greater flexibility in determining the structure and timing of financing activities.
The shelf registration statement filed today with the SEC has not yet become effective. No securities may be sold and offers to buy may not be accepted prior to the time the registration statement becomes effective. This communication shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
Cytomedix, Inc. is a biotechnology company specializing in processes and products derived from autologous platelet releasates for use on chronic wounds and other applications. The current offering is the AutoloGel™ System, a process that utilizes an autologous platelet gel composed of multiple growth factors, other platelet releasates, and fibrin matrix and is intended for use on diabetic ulcers, pressure ulcers, leg ulcers and management of mechanically or surgically debrided wounds. Additional information regarding Cytomedix is available at: http://www.cytomedix.com
SAFE HARBOR STATEMENT
Statements contained in this press release 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. The information contained in the forward-looking statements is inherently uncertain, and the Company's actual results may differ materially due to a number of factors, many of which are beyond the Company’s ability to predict or control, including among others, the success of new sales initiatives, governmental regulation, acceptance by the medical and competition.
The Company cannot guarantee whether or not it will raise capital under the shelf registration. and it cannot guarantee that if it seeks to raise capital, it will be able to do so under terms acceptable to the Company. Furthermore, if additional proceeds are raised, there is still no assurance that the Company will be successful in its pursuit of its corporate or strategic goals.
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. 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.