ASTM » Topics » Item 8.01 Other Events.

This excerpt taken from the ASTM 8-K filed Feb 18, 2010.

Item 8.01. Other Events.

On February 18, 2010 the Registrant issued a press release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

This excerpt taken from the ASTM 8-K filed Oct 23, 2008.

Item 8.01 Other Events.

The Company is filing the following "Description of Capital Stock" under this Item 8.01 to update the Description of Capital Stock, contained in its Registration Statement on Form S-1 filed on November 6, 1996, to reflect the amendment to the Articles and Bylaws.

DESCRIPTION OF CAPITAL STOCK

The authorized capital stock of the Company consists of 250,000,000 shares of Common Stock, no par value per share, and 5,000,000 shares of Preferred Stock, no par value per share. The Company does not have any preferred stock issued or outstanding.

COMMON STOCK

The holders of the Common Stock are entitled to one vote per share on all matters to be voted upon by the shareholders. Subject to preferences that may be applicable to outstanding shares of Preferred Stock, the holders of Common Stock are entitled to receive ratably such dividends, if any, as may be declared from time to time by the Board of Directors out of funds legally available therefor. In the event of liquidation, dissolution or winding up of the Company, the holders of the Common Stock are entitled to share ratably in all assets remaining after payment of liabilities, subject to prior liquidation rights, if any, of holders of Preferred Stock then outstanding. The Common Stock has no preemptive or conversion rights or other subscription rights. There are no redemption or sinking fund provisions applicable to the Common Stock. All outstanding shares of Common Stock are fully paid and nonassessable. The rights, preferences and privileges of holders of Common Stock are subject to, and may be adversely affected by, the rights of the holders of any shares of any Preferred Stock that the Company may designate and issue in the future.

PREFERRED STOCK

The Board of Directors is authorized, without further shareholder approval, to issue up to 5,000,000 shares of Preferred Stock in one or more series and to fix the rights, preferences, privileges and restrictions granted or imposed upon any unissued shares of Preferred Stock and to fix the number of shares constituting any series and the designations of such series.
The issuance of Preferred Stock may have the effect of delaying or preventing a change in control of the Company. The issuance of Preferred Stock could decrease the amount of earnings and assets available for distribution to the holders of Common Stock or could adversely affect the rights and powers, including voting rights, of the holders of the Common Stock. In certain circumstances, such issuance could have the effect of decreasing the market price of the Common Stock. The Company currently has no plans to issue any shares of Preferred Stock.

MICHIGAN LAW AND CERTAIN CHARTER PROVISIONS

The Company is a Michigan corporation and is subject to certain anti-takeover provisions of the Michigan Business Corporation Act (the "MBCA") that could delay or make more difficult a merger or tender offer involving the Company. Chapter 7A of the MBCA prevents, in general, an "interested shareholder" (defined generally as a person owning 10% or more of a corporation’s outstanding voting shares) from engaging in a "business combination" (as defined therein) with a Michigan corporation unless: (a) the Board of Directors issues an advisory statement, holders of 90% of the shares of each class of stock entitled to vote approve the transaction, and holders of two-thirds of the "disinterested" shares of each class of stock approve the transaction; (b) the interested shareholder has been an interested shareholder for at least five years and meets certain requirements, including provisions relating to the fairness of the price, based on the market or the amount paid by the interested shareholder, whichever is greater, and the form of consideration paid; or (c) the Board of Directors, by resolution, exempts a particular interested shareholder from these provisions prior to the interested shareholder becoming an interested shareholder.

The Company’s Restated Articles of Incorporation, as amended, eliminate the right of shareholders to act without a meeting and do not provide for cumulative voting in the election of directors.

The foregoing and other statutory provisions and provisions of the Company’s Restated Articles of Incorporation, as amended, could have the effect of deterring certain takeovers or delaying or preventing certain changes in control or management of the Company, including transactions in which shareholders might otherwise receive a premium for their shares over then-current market prices.





This excerpt taken from the ASTM 8-K filed May 5, 2008.

Item 8.01 Other Events.

On May 5, 2008, Aastrom Biosciences, Inc. ("Aastrom") issued a press release announcing the withdrawal of its proposal for shareholders to approve the grant of discretionary authority to Aastrom’s Board of Directors to amend Aastrom’s Restated Articles of Incorporation to effect a reverse stock split. A copy of Aastrom’s press release is attached hereto as Exhibit 99.1.





This excerpt taken from the ASTM 8-K filed Apr 8, 2008.

Item 8.01 Other Events.

On April 8, 2008, Aastrom Biosciences, Inc. ("Aastrom") issued a press release announcing the adjournment of its Special Meeting of Shareholders to May 6, 2008. A copy of Aastrom’s press release is attached hereto as Exhibit 99.1.





This excerpt taken from the ASTM 8-K filed Feb 22, 2008.

Item 8.01 Other Events.

On February 22, 2008, Aastrom Biosciences, Inc. ("Aastrom") issued a press release announcing that Aastrom intends to seek shareholder approval to authorize its Board of Directors to amend Aastrom’s Restated Articles of Incorporation to execute a reverse split of the Company’s issued and outstanding common stock if they determine it is in the best interests of Aastrom and its shareholders. A copy of Aastrom’s press release is attached hereto as Exhibit 99.1.






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.

         
    Aastrom Biosciences, Inc.
          
February 22, 2008   By:   /s/George W. Dunbar, Jr.
       
        Name: George W. Dunbar, Jr.
        Title: Chief Executive Officer and President


Exhibit Index


     
Exhibit No.   Description

 
99.1
  Press Release dated February 22, 2008
This excerpt taken from the ASTM 8-K filed Oct 19, 2007.

Item 8.01 Other Events.

On October 18, 2007, Aastrom Biosciences, Inc. ("Aastrom") issued a press release announcing the presentation of final results from a U.S. Phase I/II clinical trial designed to collect safety and efficacy data utilizing the Company’s Bone Repair Cells (BRCs) in the treatment of severe non-union fractures for patients who have failed prior treatment interventions. Matthew L. Jimenez, M.D., of the Illinois Bone & Joint Institute, presented the final results during a podium presentation at the Orthopaedic Trauma Association annual meeting in Boston, MA. A copy of Dr. Jimenez’ slide presentation is available on Aastrom’s website at www.aastrom.com. A copy of Aastrom’s press release is attached hereto as Exhibit 99.1.





This excerpt taken from the ASTM 8-K filed Oct 17, 2007.

Item 8.01 Other Events.

On October 17, 2007, Aastrom Biosciences, Inc. ("Aastrom") closed its previously announced registered direct offering of 11,842,105 shares of Aastrom’s common stock and warrants to purchase up to 5,921,053 shares of Aastrom’s common stock to certain institutional investors at a price of $1.14 per unit, with each unit consisting of one share of Aastrom's common stock and one warrant to purchase 0.5 shares of Aastrom's common stock at an exercise price of $1.5875 per share of common stock. The aggregate gross proceeds from the direct offering were approximately $13.5 million. The net proceeds, after deducting the placement agent’s fee and other estimated offering expenses, were approximately $12.5 million.






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.

         
    Aastrom Biosciences, Inc.
          
October 17, 2007   By:   /s/ Gerald D. Brennan, Jr.
       
        Name: Gerald D. Brennan, Jr.
        Title: Vice President, Administrative & Financial Operations and Chief Financial Officer
This excerpt taken from the ASTM 8-K filed May 8, 2007.

Item 8.01 Other Events.

On May 7, 2007, we issued a press release announcing approval from the FDA to initiate our U.S. Phase III clinical trial for the treatment of osteonecrosis of the femoral head. A copy of the press release is attached hereto as Exhibit 99.1.






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.

         
    Aastrom Biosciences, Inc.
          
May 7, 2007   By:   /s/ Gerald D. Brennan, Jr.
       
        Name: Gerald D. Brennan, Jr.
        Title: Vice President, Administrative and Financial Operations, CFO


Exhibit Index


     
Exhibit No.   Description

 
99.1
  Press Release dated May 7, 2007
This excerpt taken from the ASTM 8-K filed Feb 2, 2007.

Item 8.01 Other Events.

On February 1, 2007, we issued a press release announcing the receipt from the FDA of orphan drug designation for Tissue Repair Cells used in the treatment of dilated cardiomyopathy. A copy of the press release is attached hereto as Exhibit 99.1.






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.

         
    Aastrom Biosciences, Inc.
          
February 2, 2007   By:   /s/ Gerald D. Brennan, Jr.
       
        Name: Gerald D. Brennan, Jr.
        Title: Vice President, Administrative and Financial Operations, CFO


Exhibit Index


     
Exhibit No.   Description

 
99.1
  Press Release dated February 1, 2007
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