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review, as the Company has determined that a new study with results supporting those from its RCT would be the most effective means of obtaining a reversal of CMS non-coverage decisions.
Certain numbers in this section have been rounded for ease of analysis.
Revenues
Revenues fell $79,000 (16%) to $428,000 and rose $94,000 (10%) to $1,055,000 comparing the three and six months ended June 30, 2008, respectively, to the same periods last year. Revenues are normally generated from two sources: the sale of the Companys products and royalties received from licensing activities.
For the three month period, the decrease was primarily due to lower royalty revenues ($98,000), partially offset by increased product sales ($18,000). The lower royalty revenue was primarily due to reduced sales by one licensee whose main customer was slow to replenish its inventory of covered products. The increased product sales reflect the Companys investment in its sales and marketing efforts.
For the six month period, the increase was due to higher royalty revenues ($68,000) and increased product sales ($26,000). The royalties are directly dependent on sales of covered products by licensees, over which the Company exercises no control. The increased product sales reflect the Companys investment in its sales and marketing efforts.
The Company plans to devote further resources to its efforts in the sales and marketing areas in the coming quarters.
Gross Profit
Gross profit rose $77,000 (31%) to $321,000 and $269,000 (58%) to $731,000 comparing the three and six months ended June 30, 2008, respectively, to the same periods last year. For the same periods, gross margins rose to 75% and 69% from 48% and 48%, respectively.
For the three month period, the increase in gross profit was primarily due to improved margins driven by reduced contingent legal fees pursuant to the Companys agreement with its patent counsel reached on August 2, 2007 and a slight shift in revenue to the higher margin product revenue.
For the six month period, the increase in gross profit was due to the higher revenue discussed above and improved margins. The improved margins were driven by reduced contingent legal fees pursuant to the Companys agreement with its patent counsel reached on August 2, 2007 and a slight shift in revenue to the higher margin product revenue.
Operating Expenses
Operating expenses rose $697,000 (76%) to $1,616,000 and $953,000 (47%) to $2,992,000 comparing the three and six months ended June 30, 2008, to the same periods last year. A discussion of the various components of Operating expenses follows below.
Salaries and Wages
Salaries and wages rose $460,000 (105%) to $896,000 and $634,000 (80%) to $1,431,000 comparing the three and six months ended June 30, 2008, to the same periods last year.
For the three month period, the increase was primarily due to the accrual of the present value of a severance package for the former CEO ($510,000) and more employees in 2008, partially offset by the reversal of the bonus accrual for the former CEO ($192,000).
For the six month period, the increase was primarily due to the accrual of the present value of a severance package for the former CEO ($510,000), increased equity-based compensation ($122,000), and more employees in 2008, partially offset by the reversal of the bonus accrual for the former CEO ($192,000).
Consulting Expenses
Consulting expenses fell $17,000 (51%) to $16,000 and $44,000 (45%) to $53,000 comparing the three and six months ended June 30, 2008, to the same periods last year.
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For the three and six month periods, the decrease was primarily due to reduced fees associated with the Companys efforts to secure FDA clearance for its AutoloGel
TM
System, said clearance being obtained in September 2007, and lower fees related to the Companys efforts related to CMSs re-consideration of coverage for PRP gel, which concluded in March 2008.
Professional Fees
Professional fees rose $1,000 (1%) to $161,000 and $23,000 (5%) to $518,000 comparing the three and six months ended June 30, 2008, to the same periods last year.
For the three month period, the increase was insignificant.
For the six month period, increased legal fees ($75,000) primarily associated with the Companys efforts to secure CMS coverage for AutoloGel
TM
and ongoing patent maintenance activities, mostly offset by reduced audit fees ($53,000), resulted in this nominal change. Professional fees consist primarily of legal and accounting services.
General and Administrative Expenses
General and administrative expenses rose $253,000 (87%) to $543,000 and $340,000 (52%) to $990,000 comparing the three and six months ended June 30, 2008, to the same periods last year.
For the three month period, the increase was primarily due to increased equity-based compensation to the Board of Directors and outside service providers ($50,000), increased marketing expense ($45,000), increased travel expense related to sales, business development, and investor relations efforts ($30,000), increased personnel placement fees ($24,000), increased insurance expense ($22,000) as the Company recorded a refund in 2007, and minor increases in various other expenditures.
For the six month period, the increase was primarily due to increased equity-based compensation to the Board of Directors and outside service providers ($66,000), increased marketing expense ($62,000), increased personnel placement fees ($52,000), increased travel expense related to sales, business development, and investor relations efforts ($34,000), increased administrative support services ($26,000), and minor increases in various other expenditures.
Other Income/Expenses
Other income fell $28,000 (38%) to $45,000 and $43,000 (27%) to $113,000 comparing the three and six months ended June 30, 2008, to the same periods last year. The decrease in both periods was primarily due to lower interest income earned on cash invested in money market accounts and notes receivable balances.
Liquidity and Capital Resources
The cash position of the Company at June 30, 2008 was approximately $3,937,000. The Company believes that it will have adequate cash on hand to fund operations for the next twelve months, based on the current level of licensing revenues and operating expenditures.
Additional cash may be required if operating revenues do not materialize or the cost of operations increases. Furthermore, additional cash would likely be required for the Company to pursue all elements of its strategic plan. Specifically, additional cash would likely be required to complete a Phase I study for CT-112, accelerate investment in the sales and marketing areas beyond what is currently forecasted, effect significant new product development or modifications, and pursue certain other attractive opportunities for the Company. However, the timing of such activities is at the Companys discretion. The Company is exploring potential
strategic partnerships for some of these endeavors, which could likely offset at least a portion of the capital that would be required by the Company. The Company continuously assesses the state of the capital markets and its access to capital. It weighs the cost of capital against the expected benefits of accelerating the pursuit of certain strategic objectives.
The Company has certain warrants that are callable, subject to certain requirements including a minimum per share price ranging from $4 to $6, at an aggregate exercise price of approximately $2.2 million.
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The Company has no material commitments for capital expenditures except for a commitment to purchase a minimum number of centrifuges totaling approximately $45,000. However, the Company does plan to conduct a post-market surveillance study per its understanding reached with the FDA. The Company estimates that this new study will cost approximately $500,000 over the next three years, and of that amount, approximately $200,000 will be expended in the next 12 months.
Because the Company was in bankruptcy in 2002, the Company may not be able to obtain debt financing. All working capital required to implement the Companys business plan will be provided by funds obtained through offerings of its equity securities, and revenues generated by the Company. There can be no assurance that the Company will be able to raise additional capital if and when needed, and, even if needed capital is raised, there can be no assurance that the Company will achieve its strategic goals. To continue its operations and complete the implementation of its current business plan, the Company will likely require additional long-term
financing. There are no assurances that such financing will be available, or if available, it will be on terms acceptable to the Company. Any financing may result in significant dilution.
Contractual Obligations
In June 2008, the Company renewed its operating lease for its office space in Rockville, MD which was set to expire in July 2008. Under the terms of the renewed lease, the new expiration date is December 31, 2009 and monthly rent expense is approximately $5,600 from August 2008 through July 2009 and approximately $5,800 thereafter.
Prospects for the Future
Cytomedixs near-term success is primarily dependent on the success of the AutoloGel
TM
System, and the Company believes that AutoloGel
TM
has a reasonable chance for success in the marketplace. First and foremost, the Company believes that, based on the results of the Companys clinical trial and other clinical data as well as the results of a pharmaco-economic study, the AutoloGel
TM
System provides substantial clinical benefit for diabetic foot ulcers and is more cost effective than most other wound treatments. Additionally, based on available clinical data and experience, the Company believes that
AutoloGel
TM
offers similar clinical and cost advantages when used to treat other chronic and open cutaneous wounds. The Company owns the patents on the process for utilizing platelet gel for treating damaged tissue and wound healing through 2009, which is the basis of its license agreements, and for the specific formulation of AutoloGel
TM
, which it believes provides several competitive advantages, and which patents expire in 2019.
The Company believes that the FDAs recent marketing clearance for the AutoloGel
TM
System has increased the prospects for success. A key restriction on the Companys ability to market AutoloGel
TM
for its intended use has been removed and the Company has launched its product in the first quarter of 2008.
However, the recent CMS decision to continue its non-coverage of autologous blood-derived products when used on chronic wounds is a setback to the Companys overall strategy. Although CMSs confirmation of its prior non-coverage determination will not affect the Companys current sales and marketing strategy which targets the less-Medicare sensitive market, it will indefinitely delay the Companys ability to access the broader market for its products. The Company will be targeting segments of the direct reimbursed market by seeking coverage from commercial insurers as discussed previously in this report.
The deliberate strategic launch of the AutoloGel System
TM
in 2008 is providing valuable feedback as the Company seeks to best position its products in the marketplace and develop the most efficient and effective sales approach. The Company does anticipate modest increases in sales, though it is not currently providing any forecasts due to its short history with the FDA cleared system. The results of the Companys on-going sales efforts through 2008 will reflect on the potential for AutoloGel
TM
s success in the chronic wound marketplace.
The Company believes that its CT-112 anti-inflammatory peptide represents an attractive opportunity and will pursue it aggressively. Although there is no assurance that such results will be confirmed in subsequent clinical trials, the Company is encouraged by the results of the pre-clinical studies from both a safety and efficacy perspective. Such results, combined with the early indication that the compound may be suitable in pill form, the significant reductions in peptide manufacturing costs over the past decade, and the magnitude of the RA and other inflammatory disease markets are the basis on which the Company is seeking to move into human
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trials. However, although early data is promising, no reasonable conclusion can yet be drawn about CT-112s prospects in the marketplace. FDA approval of an IND is the next critical milestone toward the development of CT-112.
Recent Accounting Pronouncements
On January 1, 2008, the Company adopted SFAS No. 157,
Fair Value Measurements
(SFAS 157), for financial assets and financial liabilities. SFAS 157 defines fair value, establishes a framework for measuring fair value under GAAP, and expands disclosures about fair value measurements. The Company does not believe that the partial adoption of SFAS 157 has had or will have a material impact on the Companys financial statements. In February 2008, the FASB issued a FASB Staff Position (FSP), FSP SFAS 157-2,
Effective Date of FASB Statement No. 157
, to defer the effective date of SFAS 157 for nonfinancial assets and
nonfinancial liabilities, except for items that are recognized or disclosed at fair value in the financial statements on a recurring basis. The FSP defers the effective date of SFAS 157 to fiscal years beginning after November 15, 2008. The Company does not expect the adoption of FSP SFAS 157-2 to have a significant impact on the financial statements.
On January 1, 2008, the Company adopted SFAS No. 159,
The Fair Value Option for Financial Assets and Financial Liabilities Including an Amendment of FASB Statement No. 115
(SFAS 159). This Statement provides companies with an option to measure, at specified election dates, many financial instruments and certain other items at fair value that are not currently measured at fair value. A company that adopts SFAS 159 will report unrealized gains and losses on items for which the fair value option has been elected in earnings at each subsequent reporting date. This Statement also establishes presentation and disclosure
requirements designed to facilitate comparisons between entities that choose different measurement attributes for similar types of assets and liabilities. The adoption of SFAS 159 has not had a material impact on the Companys financial statements.
In December 2007, FASB issued SFAS No. 160,
Interests in Consolidated Financial Statements an amendment of ARB No. 51
(SFAS 160), which impacts the accounting for minority interest in the consolidated financial statements of filers. The statement requires the reclassification of minority interest to the equity section of the balance sheet and the results from operations attributed to minority interest to be included in net income. The related minority interest impact on earnings would then be disclosed in the summary of other comprehensive income. The statement is applicable for all fiscal years beginning on or
after December 15, 2008 and earlier adoption is prohibited. The adoption of this standard will require prospective treatment. The Company is currently evaluating the effect that the adoption of SFAS 160 will have on its results of operations and financial position. However, the adoption of SFAS 160 is not expected to have a material impact on the Companys financial statements.
In December 2007, FASB issued SFAS No. 141R,
Business Combinations
(SFAS 141R), which impacts the accounting for business combinations. The statement requires changes in the measurement of assets and liabilities required in favor of a fair value method consistent with the guidance provided in SFAS 157 (see above). Additionally, the statement requires a change in accounting for certain acquisition related expenses and business adjustments which no longer are considered part of the purchase price. Adoption of this standard is required for fiscal years beginning after December 15, 2008. Early adoption of this standard is not permitted.
The statement requires prospective application for all acquisitions after the date of adoption. The Company is currently evaluating the effect that the adoption of SFAS 141R will have on its results of operations and financial position. However, the adoption of SFAS 141R is not expected to have a material impact on the Companys financial statements.
In March 2008, FASB issued SFAS No. 161,
Disclosures about Derivative Instruments and Hedging Activities an amendment to FASB Statement No. 133
(SFAS 161). SFAS No. 161 is intended to improve financial standards for derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity's financial position, financial performance, and cash flows. Entities are required to provide enhanced disclosures about: (a) how and why an entity uses derivative instruments; (b) how derivative instruments and related hedged items are accounted for under Statement 133 and
its related interpretations; and (c) how derivative instruments and related hedged items affect an entitys financial position, financial performance, and cash flows. It is effective for financial statements issued for fiscal years
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beginning after November 15, 2008, with early adoption encouraged. The Company does not expect the adoption of this statement to have a material effect on its financial statements.
Forward-looking Statements
This Quarterly Report on Form 10-Q, including Managements Discussion and Analysis of Financial Condition and Results of Operations in Part I, Item 2, contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. When the words believes, plans, anticipates, will likely result, will continue, projects, expects, and similar expressions are used in this Form 10-Q, they are intended to identify forward-looking statements, and such statements are subject to certain risks and uncertainties which
could cause actual results to differ materially from those projected. The Companys forward-looking statements generally relate to regulatory efforts, reimbursement efforts, licensing activities, intellectual property rights, product development, sales initiatives, and market acceptance of its products. Furthermore, the Companys plans, strategies, objectives, expectations and intentions are subject to change at any time at the discretion of management and the Board. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, the Companys actual results could differ materially from those anticipated in these forward-looking statements. Actual events, transactions and results may materially differ from the anticipated events, transactions or results described in such statements. Although the Company believes that its expectations are based on reasonable assumptions, it can give no assurance that such expectations will
materialize. Many factors could cause actual results to differ materially from the Companys forward looking statements.
These forward-looking statements speak only as of the date this report is filed. The Company cannot assure the reader that the projected results will be achieved. The Company undertakes no obligation to update the forward-looking statements contained in this report to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events, except as may occur as part of its ongoing periodic reports filed with the SEC.
Given these uncertainties, the reader is cautioned not to place undue reliance on such statements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
The Company does not enter into financial instruments for speculation or trading purposes. In accordance with the Companys investment policy, cash is to be invested in bank and institutional money market funds, or in T-Bills or short-term T-Notes. At June 30, 2008, the Companys cash balance of approximately $3.9 million was maintained primarily in an institutional money market account, sensitive to changes in the general level of interest rates. Based on the Companys cash balances at June 30, 2008, a 100 basis point increase or decrease in interest rates would have an approximately $39,000 impact on the Companys annual interest
income and net loss. Actual changes in rates may differ from the hypothetical assumption used in computing this exposure.
The Company does not presently have any derivative financial instruments.
Item 4. Controls and Procedures
Disclosure Controls and Procedures
The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods required by the Securities and Exchange Commission and that such information is accumulated and communicated to management to allow timely decisions regarding required disclosure.
As of the end of the period covered in this report, an evaluation of the effectiveness of the design and operation of the Companys disclosure controls and procedures was carried out with the participation of management, including the Chief Executive Officer and Chief Financial Officer (Certifying Officers). This evaluation included the items described in managements report on internal control over financial reporting included in Item 9A of the 2007 Annual Report on Form 10-K, filed with the Securities and Exchange Commission (SEC) on March 25, 2008 (the 2007 10-K). Based on and as of the date of such
evaluation and as a result of the material weaknesses described below, the Certifying Officers concluded that the disclosure controls and procedures were not effective.
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In light of the material weaknesses described below, additional analysis and other post-closing procedures were performed to ensure the Companys financial statements are prepared in accordance with generally accepted accounting principles. Accordingly, management believes that the financial statements included in this report fairly present in all material respects the Companys financial condition, results of operations and cash flows for the periods presented.
As determined in connection with the 2007 10-K, the Company did not maintain effective controls over the completeness and accuracy over certain financial statement note disclosures related to SFAS 109, Accounting for Income Taxes. Specifically, controls over the processes and procedures related to the determination and review of the financial statement note disclosures in this area were not adequate to ensure that the financial statement notes were prepared in accordance with generally accepted accounting principles. This control deficiency, which continues to exist as of June 30, 2008, could result in a misstatement of the note disclosures that would
result in a material misstatement to the Companys interim financial statements that would not be prevented or detected. Accordingly, management determined that this control deficiency constitutes a material weakness.
Also as determined in connection with the 2007 10-K, the Company did not maintain effective controls over the completeness and accuracy over the calculation of stock-based compensation expense and the related financial statement note disclosures. Specifically, controls over the processes and procedures related to the determination of the compensation amounts and the determination and review of the financial statement note disclosures were not adequate to ensure that the compensation amount and the related financial statement notes were prepared in accordance with generally accepted accounting principles. This control deficiency, which continues to
exist as of June 30, 2008, resulted in the restatement of the Companys quarterly and annual reports for 2006 on Forms 10-Q/A and 10-K/A and the Companys first two quarterly reports for 2007 on Forms 10-Q/A to correct the Companys stock-based compensation expense. Additionally, this material weakness could result in a misstatement of the stock-based compensation expense and the related note disclosures that would result in a material misstatement to the Companys interim or annual financial statements that would not be prevented or detected. Accordingly, management determined that this control deficiency constitutes a material weakness.
The Company commenced remedial actions in 2007 to correct and strengthen the internal controls in those areas where material weaknesses were identified. These remedial actions are described in detail in the Companys Annual Report for the period ended December 31, 2007 and included (i) formation of a Disclosure Committee to improve the execution of the Companys controls over financial disclosure, (ii) identification and implementation of a software solution to reduce the risk of error in accounting for stock-based compensation and (iii) monitoring the effectiveness of the Disclosure Committees performance and the software solution for
stock-based compensation to ensure that they have yielded the desired effect of mitigating the identified material weaknesses in the future. The remedial efforts are now exclusively in the monitoring phase and are expected to conclude in 2008. During this period, the Company continued to monitor the effects of the remedial actions taken in 2007.
Changes in Internal Control over Financial Reporting
During the three months ended June 30, 2008, there were no changes identified that would have materially affected, or are likely to materially affect, the Companys internal control over financial reporting.
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PART II
OTHER INFORMATION
Item 1. Legal Proceedings
At present, the Company is not engaged in or the subject of any material pending legal proceedings.
Item 1A. Risk Factors
Except as set forth below, there were no material changes from the risk factors as previously disclosed on the Companys Form 10-K filed with the Securities and Exchange Commission for the year ended December 31, 2007.
The Contemplated Additional Study May Not Yield Sufficient or Favorable Data for CMS to Reconsider Its Prior Non-Coverage Determination
In March 2008, CMS reaffirmed its 2003 non-coverage decision for PRP gel, which would include AutoloGel
TM
. Following CMSs decision, the Company met with CMS in April 2008 to discuss the optimal path for securing future coverage for AutoloGel
TM
. Following this discussion, the Company began developing a protocol and planning a new study to gather the additional data on AutoloGel
TM
necessary to satisfy to meet CMS requirements and secure Medicare coverage. There is no assurance that the additional study contemplated by the Company, if and when the Company determines to undertake it, will yield sufficient or timely
data that would result in CMSs reconsideration or reversal of its prior non-coverage decision relating to AutoloGel
TM
. Further, the Company has yet to determine the scope of such study, and therefore, it cannot yet accurately estimate the associated costs, but it is probable that additional financing will be required to conduct this study. There is no assurance that the Company will be able to secure such financing on terms acceptable to the Company or that it will be sufficient to cover the costs associated with the contemplated study.
Clinical Trials May Fail To Demonstrate The Safety Or Efficacy Of CT-112 Peptides, Which Could Prevent Or Significantly Delay Regulatory Approval And Prevent The Company From Raising Additional Financing
Based on the results of the pre-clinical animal studies done on the Companys CT-112 peptide, the Company plans to pursue further development of this product for the treatment of certain inflammatory diseases. All of the Companys product candidates, including CT-112 peptides, are subject to the risks of failure inherent in the development of biotherapeutic products. The results of early-stage clinical trials of the Companys product candidates do not necessarily predict the results of later-stage clinical trials. Product candidates in later-stage clinical trials may fail to demonstrate desired safety and efficacy traits despite having
successfully progressed through initial clinical testing. Even if Cytomedix believes the data collected from clinical trials of its product candidates is promising, this data may not be sufficient to support approval by the FDA or any other U.S. or foreign regulatory body. Pre-clinical and clinical data can be interpreted in different ways. Accordingly, FDA officials could reach different conclusions in assessing such data than does the Company, which could delay, limit or prevent regulatory approval. Any failure or delay in completing clinical trials for the Companys product candidates, or in receiving regulatory approval for the sale of any product candidates, has the potential to materially harm its business, and may prevent it from raising necessary, additional financing that it may need in the future. There is no assurance that the Company will obtain the necessary FDA approval of an IND in connection with the peptide and therefore may never be able to proceed with human
clinical trials. Finally, there is no assurance that the Company will succeed in developing CT-112 as anticipated, that development of CT-112 will proceed according to the timeline planned by the Company or that the necessary additional capital and/or strategic partnership will be available on conditions acceptable to the Company.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
The Company issued no shares of Common stock during the three months ended June 30, 2008.
Item 3. Defaults Upon Senior Securities
N/A
Item 4. Submission of Matters to a Vote of Security Holders
No matter was submitted to a vote of the security holders during the three months ended June 30, 2008.
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Item 5. Other Information
On July 31, the Audit Committee of the Board of Directors (the Board) approved an amendment to the letter agreement by and between the Company and Martin Rosendale, the Companys Chief Executive Officer. Under the terms of the amendment, in the event of the Companys termination of Mr. Rosendales employment during the employment term, the Company will be required to pay a one-time severance payment in the amount equal to $50,000 payable subject to customary withholding tax and other employment taxes as may be required under applicable rules and regulations. Mr. Rosendale is not entitled to any such severance payment in the
event he voluntarily terminates his agreement with the Company. As reported in the Companys Current Report on Form 8-K dated June 5, 2008, the Board appointed Mr. Rosendale as Chief Executive Officer of the Company effective as of the date of the previous CEOs departure.
Item 6. Exhibits
The exhibits listed in the accompanying Exhibit Index are furnished as part of this report.
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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 thereunto duly authorized.
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CYTOMEDIX, INC.
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By:
/s/ Martin P. Rosendale
Martin P. Rosendale
Chief Executive Officer
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Date: August 1, 2008
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By:
/s/ Andrew S. Maslan
Andrew S. Maslan
Chief Financial Officer and Chief Accounting Officer
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Date: August 1, 2008
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EXHIBIT INDEX
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Exhibit
No.
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Exhibit Table
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2.1
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First Amended Plan of Reorganization with All Technical Amendments (Previously filed on June 28, 2002, as exhibit to Current Report on Form 8-K, File No. 000-28443).
(1)
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2.2
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Amended and Restated Official Exhibits to the First Amended Plan of Reorganization of
Cytomedix, Inc. with All Technical Amendments (Previously filed on May 10, 2004, as exhibit to Form 10-QSB for the quarter ended March 31, 2004, File No. 000-28443).
(1)
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3(i)
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Restated Certificate of Incorporation of Cytomedix, Inc. (Previously filed on November 7, 2002, as exhibit to Form 10-QSB for quarter ended June 30, 2001, File No. 000-28443).
(1)
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3(i)(1)
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Amendment to Restated Certificate of Incorporation of Cytomedix, Inc. (Previously filed on November 15, 2004, as exhibit to Form 10-QSB for quarter ended September 30, 2004,
File No. 000-28443).
(1)
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3(ii)
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Restated Bylaws of Cytomedix, Inc. (Previously filed on November 7, 2002, as exhibit to
Form 10-QSB for quarter ended June 30, 2001, File No. 000-28443).
(1)
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10.1
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Employment Agreement by and between Cytomedix, Inc. and Martin Rosendale (Previously filed on March 18, 2008 as exhibit to Current Report on Form 8-K, File No. 001-32518).
(1)
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10.2
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Termination and Consulting Agreement by and between Cytomedix, Inc. and Kshitij Mohan (Previously filed on June 10, 2008 as exhibit to Current Report on Form 8-K, File No. 001-32518).
(1)
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10.3
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First Amendment to the Employment Agreement by and between Cytomedix, Inc. and Martin Rosendale.
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31.1
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Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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31.2
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Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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32.1
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Certificate of Chief Executive Officer pursuant to 18 U.S.C.ss.1350.
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32.2
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Certificate of Chief Financial Officer pursuant to 18 U.S.C.ss.1350.
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(1)
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Incorporated by reference herein.
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