Exhibit 10.32
COMMON STOCK PURCHASE AGREEMENT
This Common Stock Purchase Agreement (the "Agreement") is entered into at 5:00
p.m. California time on August 9, 2006 (the "Effective Date"), by and between
Cytori Therapeutics, Inc., a Delaware corporation (the "Company"), and Olympus
Corporation, a Japanese corporation ("Purchaser").
1.
SALE OF STOCK.
SUBJECT TO THE TERMS AND CONDITIONS OF THIS
AGREEMENT, THE COMPANY WILL ISSUE AND SELL TO PURCHASER, AND PURCHASER AGREES TO
PURCHASE FROM THE COMPANY, AT A CLOSING TO OCCUR AT THE PRINCIPAL OFFICE OF THE
COMPANY WITHIN THIRTY (30) DAYS OF THE EFFECTIVE DATE (THE "CLOSING"), THE
NUMBER OF SHARES OF THE COMPANY'S COMMON STOCK (THE "SHARES") DETERMINED BY
DIVIDING $11,000,000 ("PURCHASE PRICE") BY THE CLOSING SALE PRICE OF THE
COMPANY'S COMMON STOCK AS QUOTED ON THE NASDAQ STOCK MARKET ON THE EFFECTIVE
DATE; PROVIDED HOWEVER, THAT IN THE EVENT THE TOTAL NUMBER OF SHARES THAT WOULD
BE OWNED BY OLYMPUS, AFTER ADDING THE NEW SHARES AS CALCULATED ABOVE TO THE
PREVIOUSLY ACQUIRED 1.1 MILLION SHARES, WOULD EXCEED 19.9% OF THE THEN TOTAL
OUTSTANDING CYTORI SHARES, THE PURCHASE PRICE (AND THE NUMBER OF NEW SHARES THAT
WOULD BE PURCHASED AT SUCH PRICE-PER-SHARE) SHALL BE REDUCED BY AN AMOUNT THAT
WOULD CAUSE THE TOTAL SHARE OWNERSHIP OF OLYMPUS AS CALCULATED ABOVE TO BE
TO
EXACTLY 19.9% OF THE TOTAL OUTSTANDING CYTORI SHARES.
THE SHARES SHALL UPON
ISSUANCE BE LISTED ON THE NASDAQ GLOBAL MARKET.
THE OFFERING AND SALE OF THE
SHARES ARE BEING MADE PURSUANT TO THE REGISTRATION STATEMENT AND THE PROSPECTUS
(AS SUCH TERMS ARE DEFINED BELOW). AS SUCH, THE ISSUANCE OF THE SHARES PURSUANT
TO THIS AGREEMENT SHALL BE DULY REGISTERED UNDER THE SECURITIES ACT. PURCHASER
ACKNOWLEDGES THAT THE COMPANY INTENDS TO ENTER INTO OTHER PURCHASE OR
SUBSCRIPTION AGREEMENTS ON TERMS SUBSTANTIALLY SIMILAR TO THE TERMS OF THIS
AGREEMENT WITH CERTAIN OTHER INVESTORS AND CURRENTLY INTENDS TO OFFER AND SELL
(THE "OFFERING") COMMON STOCK, FOR A TOTAL (INCLUDING PURCHASER AND SUCH OTHER
INVESTORS) OF UP TO AN AGGREGATE OF $
PURSUANT TO
THE REGISTRATION STATEMENT AND PROSPECTUS.
2.
Purchase.
At the Closing, the Company shall deliver to Purchaser
the documentation from Company's transfer agent certifying the completion of the
electronic transfer of the Shares into the account specified by Purchaser, and
Purchaser shall immediately deliver to the Company the Purchase Price therefor
by wire transfer.
3.
Limitations on Transfer.
Purchaser shall not assign, encumber or
dispose of any interest in the Shares except in compliance with applicable
securities laws and regulations of applicable countries and stock exchanges.
4.
Investment Representations.
In connection with the purchase of
the Shares, Purchaser represents to the Company the following:
(a)
Purchaser has received and/or is aware that the Company has filed
or shall file with the Securities and Exchange Commission (the "Commission") a
prospectus (the "Base Prospectus") and a prospectus supplement reflecting the
Offering (collectively, the "Prospectus"), with respect to an effective Form S-3
registration statement (File No. 333-134129), (the "Registration Statement"),
including any amendments thereto, and the exhibits and
any