On April 19, 2019, Cytori Therapeutics, Inc. (the “Company”) entered into an Asset and Share Sale and Purchase Agreement (the “Purchase Agreement”), dated as of April 19, 2019, with Seijirō Shirahama, pursuant to which, among other things, Mr. Shirahama agreed to purchase the Company’s Japanese subsidiary, Cytori Therapeutics, K.K. (the “Japan Subsidiary”), and substantially all of the Company’s Cell Therapy assets used in Japan.
Under the terms of the Purchase Agreement, the Company will receive $3,000,000 for the Japan Subsidiary and Cell Therapy assets. Both the Company and Mr. Shirahama have made customary representations, warranties and covenants in the Purchase Agreement, which is subject to termination by either the Company or Mr. Shirahama upon the occurrence of specified events. The transaction is expected to close on or before April 30, 2019, subject to the satisfaction or waiver of various conditions.
The Purchase Agreement has been filed with this Current Report on Form 8-K to provide investors and security holders with information regarding its terms. It is not intended to provide any other factual information about the Company or Mr. Shirahama. The representations, warranties and covenants contained in the Purchase Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such Purchase Agreement, and may be subject to important limitations agreed upon by the contracting parties, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of the Purchase Agreement. The representations and warranties may have been made for the purposes of allocating contractual risk between the parties to the agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors.