ROCKVILLE, Md., Aug. 23, 2007 (PRIME NEWSWIRE) -- Cytomedix, Inc. (AMEX:GTF) today announced that it has executed a term sheet agreement with Fitch, Even, Tabin, & Flannery, LLC (Fitch Even) and The Coleman Law Firm (Coleman Law), the Company's patent counsel. The agreement sets forth the binding terms to be incorporated in definitive agreements, but generally provides for the issuance of equity in exchange for the waiver of future contingent legal fees relating to existing license agreements and a revised retainer agreement for future work.
Cytomedix will issue 1.3 million shares of its Common Stock to Fitch Even and Coleman Law and 975,000 warrants. Equal thirds of the warrants are exercisable at $1.25, $1.50, and $1.75 respectively, and are callable if the closing stock price remains at or above $4.00, $5.00, and $6.00 respectively, for 10 consecutive trading days. The warrants do not contain a cashless exercise feature, and therefore, if exercised in full, would provide a capital infusion to the Company of approximately $1.5 million. The parties agreed that Cytomedix will file a resale registration statement within 60 days of the execution of the term sheet agreement. The shares of stock and the shares underlying the warrants carry certain restrictions regarding public resale but would become unrestricted gradually over a period not to exceed 3 quarters from the date that the registration statement is declared effective.
In exchange for the above compensation, Fitch Even and Coleman Law will waive any claim for contingent legal fees associated with existing license agreements that arose from the current retainer agreement by and between the Company and these two law firms. Furthermore, the parties have agreed to the basic terms of a new retainer agreement.
"We are very pleased to have reached this agreement with our attorneys who have been trusted allies and valued advisors in our business pursuits thus far. We believe this is a strong endorsement of the future potential of the Company by a group that knows us well," said Dr. Kshitij Mohan, Chairman and CEO of Cytomedix. "This should significantly improve our cash flow over the next couple years as well as restructure our retainer agreement to better suit our current business strategy and direction," he added.
"Coleman Law is proud to have represented Cytomedix through its litigation and licensing battles, and stands ready with its co-counsel to assist the Company going forward as it continues to enforce the company's significant intellectual property rights," said Steve Jakubowski, counsel at Coleman Law. "Coleman Law has agreed to convert its significant rights to contingency fees into equity in order to align our interests with shareholders and show our support for the Company's efforts to introduce this important technology into the wound care arena," he added.
About Cytomedix
Cytomedix, Inc. is a biotechnology company specializing in processes and products derived from autologous platelet releasates for uses in the treatment of wounds and other applications. The current offering is AutoloGel, a technology that utilizes an autologous platelet gel composed of multiple growth factors and fibrin matrix. The Company has announced favorable results from its multi-center, blinded, prospective, randomized, controlled clinical trial on the use of its technology in treating diabetic foot ulcers. The Company is appealing the FDA's ruling related to its 510(k) application for marketing clearance for a new product seeking specific labeled indications for the use in chronic 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 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, the success of new sales initiatives, governmental regulation, acceptance by the medical community and competition.
There is no guarantee that the anticipated improvement in cash flows will materialize, the Company will generate any specified level of royalty revenue, or the warrants held by Coleman Law or Fitch Even will be exercised or called. There is also no guarantee that the Company's current capitalization will be sufficient to attain its goals, that future funding will be available to the Company on acceptable terms, or that the Company will ever be able to sustain itself from ongoing operations.
The forward-looking statements in this press release 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., including the Company's Form 10-K for the year ended December 31, 2006. 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.