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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center"><B>UNITED STATES<BR>
SECURITIES AND EXCHANGE COMMISSION</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center"><B>Washington, D.C. 20549</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 3pt 0; text-align: center"><B>______________</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 12pt 0 0; text-align: center"><B>FORM 8-K</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 3pt 0; text-align: center"><B>______________</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 16pt 0 0; text-align: center"><B>CURRENT REPORT</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 16pt 0 0; text-align: center"><B>Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 16pt 0 0; text-align: center"><B>Date of Report (Date of earliest event
reported): February 8, 2012</B></P>

<P STYLE="font: 18pt Times New Roman, Times, Serif; margin: 8pt 0 0; text-align: center"><B>Cytomedix, Inc.</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center">(Exact name of registrant as specified in its
charter)</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 3pt 0; text-align: center"><B>______________</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 3pt 0; text-align: center"><B>&nbsp;</B></P>

<TABLE ALIGN="CENTER" CELLSPACING="0" CELLPADDING="0" STYLE="width: 100%; border-collapse: collapse; font: 10pt Times New Roman, Times, Serif">
<TR STYLE="vertical-align: top">
    <TD STYLE="width: 34%; font-weight: bold; text-align: center">Delaware</TD>
    <TD STYLE="width: 33%; font-weight: bold; text-align: center">01-32518</TD>
    <TD STYLE="width: 33%; font-weight: bold; text-align: center">23-3011702</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="text-align: center">(State or Other Jurisdiction</TD>
    <TD STYLE="text-align: center">(Commission</TD>
    <TD STYLE="text-align: center">(I.R.S. Employer</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="text-align: center">of Incorporation)</TD>
    <TD STYLE="text-align: center">File Number)</TD>
    <TD STYLE="text-align: center">Identification No.)</TD></TR>
</TABLE>
<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center"><B>&nbsp;</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center"><B>209 Perry Parkway, Suite 7, Gaithersburg,
MD 20877 </B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center">(Address of Principal Executive Office) (Zip
Code)</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 12pt 0 0; text-align: center"><B>240-499-2680</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center">(Registrant&rsquo;s telephone number, including
area code)</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 16pt 0 0; text-align: center"><B>N/A</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center">(Former name or former address, if changed since
last report)</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 8pt 0 0">Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 8pt 0 0"><FONT STYLE="font-family: Wingdings">&uml;</FONT> Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 8pt 0 0"><FONT STYLE="font-family: Wingdings">&uml;</FONT> Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 8pt 0 0"><FONT STYLE="font-family: Wingdings">&uml;</FONT> Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 8pt 0 0"><FONT STYLE="font-family: Wingdings">&uml;</FONT> Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><B>&nbsp;&nbsp;</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><B>&nbsp;</B></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><B>&nbsp;</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><B>Section 1 &ndash; Registrant&rsquo;s Business and Operations
</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 8pt 0 0; text-align: justify; text-indent: 0.5in"><B>Item 1.01 &#9;Entry
into a Material Definitive Agreement. </B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 8pt 0 0; text-align: justify; text-indent: 0.5in">The registrant hereby
incorporates by reference the disclosure made in Items 2.01 and 3.02 below.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 8pt 0 0; text-align: justify"><B>Section 2 &ndash; Financial Information</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 8pt 0 0; text-align: justify"><B>&#9;Item 2.01 &#9;Completion of Acquisition
or Disposition of Assets</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 8pt 0 0; text-align: justify; text-indent: 0.5in">Cytomedix, Inc.,
a Delaware corporation (the &ldquo;Company&rdquo; or &ldquo;Cytomedix&rdquo;) entered into an Exchange and Purchase Agreement by
and among, Cytomedix, Aldagen, Inc., a Delaware corporation (&ldquo;Aldagen&rdquo;) and Aldagen Holdings, LLC, a North Carolina
limited liability company and the sole equity holder of Aldagen (the &ldquo;Selling Equity Holder&rdquo;) dated February 8, 2012
(the &ldquo;Exchange Agreement&rdquo;). Pursuant to the terms of the Exchange Agreement, Cytomedix acquired all of the issued and
outstanding capital stock and convertible promissory notes of Aldagen. Aldagen is now a wholly-owned subsidiary of Cytomedix.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 8pt 0 0; text-align: justify; text-indent: 0.5in">As consideration
for the exchange of the outstanding capital stock and convertible promissory notes of Aldagen, Cytomedix issued 135,398.16 shares
of its Series E Convertible Preferred Stock (the &ldquo;Series E Preferred&rdquo;) to the Selling Equity Holder (the &ldquo;Preferred
Stock Consideration&rdquo;), terms and provisions of which securities are discussed below. The Preferred Stock Consideration was
calculated based upon the number of shares equal to an agreed value of $16,000,000 divided by a price per share of Cytomedix common
stock of $1.1817. In addition to the Preferred Stock Consideration, the Selling Equity Holder has the right to receive up to 20,309,723
shares of the Company&rsquo;s common stock (the &ldquo;Post-Closing Consideration&rdquo;), contingent upon Aldagen&rsquo;s achieving
certain milestones related to its current ALD-401 Phase 2 clinical trial.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 8pt 0 0; text-align: justify; text-indent: 0.5in">In connection with
the acquisition, (i) each outstanding option to acquire shares of Aldagen capital stock was cancelled and, in satisfaction of a
closing condition, the Company&rsquo;s Board granted options to acquire shares of the Company&rsquo;s stock to certain newly added
employees, officers, directors and advisors under the Company&rsquo;s Long-Term Incentive Plan (as discussed below), and (ii) each
holder of warrants to acquire shares of Aldagen capital stock agreed to exchange the Aldagen warrants for warrants to acquire an
aggregate of 2,115,596 shares of the Company&rsquo;s common stock with an exercise price of $1.42 per share, subject to certain
exercisability provisions discussed below. The Selling Equity Holder and each Aldagen warrant holder (as discussed below) was an
&ldquo;accredited investor&rdquo; (as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as
amended (the &ldquo;Securities Act&rdquo;)), and the Company issued the Series E Preferred in reliance upon an exemption from registration
contained in Section 4(2) and Rule 506 under the Securities Act.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 8pt 0 0; text-align: justify; text-indent: 0.5in">The parties to the
Exchange Agreement made representations and warranties in the Agreement customary in the agreements of this nature. In addition,
the Company agreed to, among other things, subject to shareholder approval, increase the number of authorized capital stock of
the Company from 115,000,000 to 175,000,000 shares, 160,000,000 of which shares will be authorized common stock (the &ldquo;Charter
Amendment&rdquo;). The Company will convene and hold a special meeting of its shareholders to approve the Charter Amendment and
to ratify the Board&rsquo;s amendment to the Long-Term Incentive Plan increasing the number of shares subject to the Plan from
8,000,000 to 10,500,000 (the &ldquo;Special Meeting Proposals&rdquo;), as soon as reasonably practicable, but in no event later
than 90 days following the closing of the exchange transaction (the &ldquo;Special Meeting&rdquo;). Further, certain (i) existing
stockholders of Cytomedix, representing approximately 42% of the securities entitled to vote at the Special Meeting, and (ii) the
Selling Equity Holder and the investors in the Common Stock Offering (discussed below) representing approximately 21% of the securities
entitled to vote at the Special Meeting, entered into voting agreements pursuant to which they agreed to vote their shares of Cytomedix
stock in favor of, among other things, the Special Meeting Proposals.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 8pt 0 0; text-align: justify; text-indent: 0.5in">Further, the Company
agreed to file, within 120 days following the filing of the Amendment to Certificate of Incorporation increasing the authorized
capital stock and the conversion of the Series E Preferred Stock to Common Stock, a registration statement covering the (i) shares
of common stock issuable upon conversion of the Series E Preferred; (ii) shares of common stock issued in the Common Stock Offering
(as discussed below); and (iii) shares of common stock issuable under the warrants issued to the Aldagen warrant holders. Also,
within thirty days following the issuance of the Post Closing Stock Consideration, the Company has also agreed to file a separate
registration statement covering the Post-Closing Stock Consideration.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 8pt 0 0; text-align: justify; text-indent: 0.5in"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 8pt 0 0; text-align: justify; text-indent: 0.5in">In addition, the
Company agreed to indemnify the Selling Equity Holder for any breach by the Company of a representation or warranty made by the
Company under the Exchange Agreement and, subject to the limitations described below, for its breach or failure to perform any
covenant or agreement required to be performed under the Exchange Agreement. In turn, the Selling Equity Holder agreed to indemnify
the Company for any breach by it or Aldagen of a representation or warranty made by the Selling Equity Holder or Aldagen under
the Exchange Agreement, and, also subject to same limitations described below, for any breach by the Selling Equity Holder or
Aldagen or any failure by them to perform, any covenant or agreement required to be performed by the Selling Equity Holder or
Aldagen under the Exchange Agreement. However, neither party is entitled to indemnification unless damages exceed $100,000. Finally,
the parties agreed to a cap or limitation on indemnification of $4 million. The Post-Closing Consideration is also subject to
offset to satisfy any indemnification obligations of the Selling Equity Holder. In order to satisfy the indemnification obligations,
the Selling Equity Holder escrowed 17,771 shares of the Preferred Stock Consideration to be released as follows: to the extent
liabilities of Aldagen exceed $956,400 as of February 8, 2012, Cytomedix will be entitled to indemnification (and a return of
the Escrowed Shares); to the extent liabilities of Aldagen are less than $956,400 as of February 8, 2012, then the indemnification
threshold will be increased by such amount.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 8pt 0 0; text-align: justify; text-indent: 0.5in">In addition, each
of the Purchasers in the Common Stock Offering (as discussed below), the Selling Equity Holder and the Aldagen warrant holders,
each entered into a certain lock-up letter (the &ldquo;Lock-Up Letter&rdquo;) pursuant to which each agreed to hold their respective
securities as follows: (i) the Purchasers &ndash; to hold one-half of such Common Stock for a period of six months following the
closing of the transaction, and the remaining one-half &ndash; for a period of twelve months, and (ii) the Selling Equity Holder
and the Aldagen warrants holders &ndash; one-third of their respective Preferred Stock Consideration and the common stock issuable
upon conversion of the warrants for a period of six months, one-third &ndash; for a period of twelve months, and the remaining
one-third &ndash; for a period of eighteen months following the closing of the transaction.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 8pt 0 0; text-align: justify"><I>Series E Convertible Preferred Stock&#9;</I></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 8pt 0 0; text-align: justify; text-indent: 0.5in">The Board designated
up to 250,000 shares of the Company&rsquo;s Preferred Stock as the Series E Convertible Preferred Stock, with a par value of $0.0001
per share and a stated value of $100 per share. The Series E Preferred Stock shares are entitled to dividends, when, as and if
declared by the Board. Each share of the Series E Preferred entitles the holder thereof to vote on all matters voted on by holders
of the Company&rsquo;s common stock voting together, on an as converted basis, at all meetings of the Company&rsquo;s shareholders
and to cast the number of votes equal to the number of votes which could be cast in such vote by a holder of 100 shares of the
Company&rsquo;s common stock. Upon any dissolution, liquidation and winding up of the Company, the Series E Preferred is entitled
to the same liquidation rights as the Company&rsquo;s common stock. The Series E Preferred shares are automatically convertible
into shares of common stock, in a 1-for-100 shares ratio, upon the Company&rsquo;s filing of its Certificate of Amendment to the
Certificate of Incorporation with the Secretary of State of the State of Delaware of the Charter Amendment.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 8pt 0 0; text-align: justify; text-indent: 0.5in">The foregoing description
of the Exchange Agreement, the Certificate of Designations for the Series E Preferred, the Lock-up Letter and other agreements
and instruments in connection therewith does not purport to be complete and is subject to and qualified in its entirety by reference
to the full text of such agreements and instruments, which are filed as Exhibits to this Current Report on Form 8-K and are incorporated
herein by reference. These various agreements contain representations and warranties by each of the parties thereto. These representations
and warranties have been made solely for the benefit of the other parties to such agreements and:</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 8pt 0 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 0"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0"></TD><TD STYLE="width: 0.5in">&middot;</TD><TD STYLE="text-align: justify">should not be treated as statements of fact, but rather as a way of allocating the risk to one
of the parties if those statements prove to be inaccurate;</TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 0"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0"></TD><TD STYLE="width: 0.5in">&middot;</TD><TD STYLE="text-align: justify">may have been qualified in the agreements by disclosures that were made to the other party in connection
with the negotiation of the agreements;</TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 0"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0"></TD><TD STYLE="width: 0.5in">&middot;</TD><TD STYLE="text-align: justify">may apply contract standards of &quot;materiality&quot; that are different from &quot;materiality&quot;
under the applicable securities laws; and</TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 0"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0"></TD><TD STYLE="width: 0.5in">&middot;</TD><TD STYLE="text-align: justify">were made only as of the date of such agreements or such other date or dates as may be specified
in the agreements.</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 8pt 0 0; text-align: justify">&nbsp;</P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 8pt 0 0; text-align: justify"><B>Section 3 &ndash; Securities and Trading
Markets</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 8pt 0 0; text-align: justify; text-indent: 0.5in"><B>Item 3.02 &#9;Unregistered
Sales of Equity Securities</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 8pt 0 0; text-align: justify; text-indent: 0.5in">On February 8, 2012,
the Company entered into subscription agreements (the &ldquo;Subscription Agreements&rdquo;) with certain accredited investors
(the &ldquo;Purchasers&rdquo;), with respect to the sale of shares of its common stock (the &ldquo;Common Stock&rdquo;), for gross
proceeds of $5 million (the &ldquo;Common Stock Offering&rdquo;). As discussed above, the Company also entered into certain warrant
agreements (the &ldquo;Warrant Agreements&rdquo;) with holders of warrants to purchase shares of common stock of Aldagen, to exchange
certain warrants (the &ldquo;Warrants&rdquo;) to purchase shares of the Company&rsquo;s common stock (the &ldquo;Warrant Offering&rdquo;).
The closing date of both offerings was February 8, 2012. The holders of the Common Stock and the Warrants are also entitled to
the same registration rights as described under Item 2.01 above. The purchasers of the Warrants are entitled to purchase, in the
aggregate, 2,115,196 shares of common stock, at an exercise price per share of $1.42. Each Warrant expires December 31, 2014 and,
subject to call provisions of the Warrant, is exercisable as follows: (i) commencing on the issuance date, for up to 30% of the
total shares of the Company&rsquo;s common stock exercisable under the Warrant, and (ii) upon issuance of the Third Post-Closing
Consideration (as defined in Item 2.01 above), for the remaining balance of the shares under the Warrant. The Warrants also contain
exercise price adjustments, cashless exercise and other provisions customary to instruments of this nature. All respective purchasers
in the Common Stock Offering and Warrant Offering were &ldquo;accredited investors&rdquo; (as such term is defined in Rule 501(a)
of Regulation D under the Securities Act ), and the Company sold the securities in these offerings in reliance upon an exemption
from registration contained in Section 4(2) and Rule 506 under the Securities Act. There were no discounts or brokerage fees associated
with these offerings. The net proceeds of the offerings will be used to fund: (a) the current ALD-401 Phase 2 clinical trial and
(b) other costs and expenses in connection with the clinical and regulatory progress of ALD-401.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 8pt 0 0; text-align: justify"><I>Series D Convertible Preferred Stock
Conversions</I></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 8pt 0 0; text-align: justify; text-indent: 0.5in">All holders of the
Company&rsquo;s outstanding Series D Convertible Preferred Stock (the &ldquo;Series D Preferred&rdquo;) purchased in the April
2010 private placement of the Company&rsquo;s securities converted their shares of the Series D Preferred stock into shares of
the Company&rsquo;s common stock prior to the Series D Preferred redemption date of April 2013, under the terms of such securities
at the conversion price of $0.4392 per share (or $0.558 per share in case of affiliates), for the total of 7,790,350 shares of
common stock, 330,000 of which shares represented dividend payments to such holders through April 2013. All Series D Preferred
holders were &ldquo;accredited investors&rdquo; (as such term is defined in Rule 501(a) of Regulation D under the Securities Act
), and the Company issued such securities in reliance upon an exemption from registration requirements under the Securities Act.
There were no fees or commissions associated with the foregoing conversions.&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 8pt 0 0; text-align: justify"><I>Warrant Exercises</I></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 8pt 0 0; text-align: justify; text-indent: 0.5in">Certain holders
of Company warrants acquired in previously reported private placement transactions in 2010 and 2011 exercised or agreed to exercise
their respective warrants pursuant to the terms of individually negotiated and executed warrant exercise agreements. In consideration
for such early exercises, the Company agreed to issue additional warrants to purchase an aggregate of 1,180,547 shares of common
stock, at an exercise price per share of $1.42. Each warrant expires December 31, 2014 and, subject to call provisions of the
warrant, is exercisable as follows: (i) commencing on the issuance date, for up to 30% of shares of the Company&rsquo;s common
stock under each warrant, and (ii) upon issuance of the Third Post-Closing Consideration (as defined in Item 2.01 above), for
the remaining balance of the warrant. Each warrant also contains exercise price adjustments, cashless exercise and other provisions
customary to the instruments of this nature. All such private warrant holders were &ldquo;accredited investors&rdquo; and the
Company sold the securities in these offerings in reliance upon an exemption from registration contained in Section 4(2) and Rule
506 under the Securities Act. The securities sold in these offerings may not be offered or sold in the United States absent registration
or an applicable exemption from registration requirements. There were no fees associated with the foregoing conversions. The proceeds
of the warrant exercises will also be used to fund: (a) the current ALD-401 Phase 2 clinical trial and (b) other costs and expenses
in connection with the clinical and regulatory progress of ALD-401.&nbsp;</P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 8pt 0 0; text-align: justify; text-indent: 0.5in">The foregoing description
of the Subscription Agreement, the Warrant Agreement and the Warrants and other agreements and instruments in connection with
the foregoing offerings does not purport to be complete and is subject to and qualified in its entirety by reference to the full
text of such instruments, which are filed as Exhibits to this Current Report on Form 8-K and are incorporated herein by reference.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 8pt 0 0; text-align: justify; text-indent: 0.5in"><B>Section 5 &ndash;
Corporate Governance and Management</B></P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 8pt; margin-bottom: 0"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 1in"><B>Item 5.02</B></TD><TD STYLE="text-align: justify"><B>Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal
Officers&rsquo; Compensatory Arrangements of Certain Officers</B></TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 8pt 0 0; text-align: justify"><I>Director Resignation</I></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 8pt 0 0; text-align: justify; text-indent: 0.5in">Effective as of February
8, 2012, Craig Mendelsohn, a Company director, resigned as a director and a member of the Nominating and Corporate Governance and
Compensation Committees, respectively. Mr. Mendelsohn&rsquo;s resignation was not for cause or due to any disagreements with the
Company.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 8pt 0 0; text-align: justify"><I>Increase in the Board Size; Director
Appointments</I></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 8pt 0 0; text-align: justify; text-indent: 0.5in">Effective as of February
8, 2012, the Company&rsquo;s Board approved an amendment to the Company&rsquo;s bylaws, as amended to date, to increase in the
size of the Company&rsquo;s Board from seven seats (prior to the amendment) to no more than nine seats.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 8pt 0 0; text-align: justify; text-indent: 0.5in">The Board appointed
Richard S. Kent, Lyle A. Hohnke and Joseph Del Guercio to serve on the Board of the Company. The foregoing appointments to the
Board were made pursuant to the terms of the Exchange Agreement with the effective date as of February 8, 2012, the closing date
of the transaction. Following the Board&rsquo;s review of the background and other relevant information, the Board determined that
Messrs. Kent and Del Guercio were &ldquo;independent&rdquo; as such term is defined under the federal securities laws and the NYSE
Amex Company Guide.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 8pt 0 0; text-align: justify; text-indent: 0.5in">The following is
business and other relevant background information for the appointed directors:</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 8pt 0 0; text-align: justify; text-indent: 0.5in"><I>Dr. Richard S.
Kent, </I>62, served as a member of Aldagen&rsquo;s Board from March 2010 to February 2012. Since December 2008, he has been a
Partner with Intersouth Partners, a venture capital firm that was Aldagen&rsquo;s largest stockholder. Dr. Kent served as the President
and Chief Executive Officer of Serenex, Inc., a biotechnology company focused on oncology, from 2002 until its sale to Pfizer in
April 2008. From 2001 until he joined Serenex, he served as President and Chief Executive Officer of Ardent Pharmaceuticals, Inc.
Before that, he held senior executive positions at GlaxoSmithKline, where he was Senior Vice President of Global Medical Affairs
and Chief Medical Officer; at Glaxo Wellcome, where he was Vice President of U.S. Medical Affairs and Group Medical Director; and
at Burroughs Wellcome, where he was International Director of Medical Research. Dr. Kent has served as a director of Inspire Pharmaceuticals,
Inc., a publicly traded biotechnology company, since June 2004, until its acquisition by Merck in 2011. Dr. Kent received his undergraduate
degree from the University of California, Berkeley and his M.D. from the University of California, San Diego. He is board certified
in both internal medicine and cardiology. Dr. Kent&rsquo;s qualifications to serve on the Board include his extensive experience
as a chief executive officer and senior medical officer in the pharmaceutical industry. Intersouth is a member of the Selling Equity
Holder and an investor in the Common Stock Offering referenced above.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 8pt 0 0; text-align: justify; text-indent: 0.5in"><I>Dr. Lyle
Hohnke</I>, 68, served as a member of Aldagen&rsquo;s Board from August 2008 to February 2012 and Aldagen&rsquo;s President
and Chief Executive Officer from October 2010 to February 2012. He was previously a partner of Tullis Dickerson, a
healthcare-focused venture capital fund and an investor in Aldagen. Dr. Hohnke holds Ph.D. and M.A. degrees from the
University of Oregon and was a postdoctoral fellow at the UCLA School of Medicine. He also holds an M.B.A. degree from the
Hartford Graduate Institute at Rensselaer Polytechnic Institute and a B.A. degree from Western Michigan University. Dr.
Hohnke&rsquo;s qualifications to serve on the Board include his experience in working with entrepreneurial companies in the
healthcare field and his business and finance background. In addition to his service on the Board, Dr. Hohnke executed an
agreement pursuant to which he will provide consulting and transitional support to the Company for the 6-month period
following the completion of the Exchange Transaction in consideration for: (i) a payment of $125,000 payable over the next 6
months, and (ii) 475,000 options to purchase common stock of the Company at $1.40 per share (closing price of
the Company&rsquo;s securities on February 8, 2012), all of which are fully vesting on February 22, 2012 with the term of
five years.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 8pt 0 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 8pt 0 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 8pt 0 0; text-align: justify; text-indent: 0.5in"><I>Joseph Del Guercio</I>,
39, has been Managing Director at CNF Investments (CNF)/Clark Enterprises, an Aldagen investor, since November 2004. Mr. Del Guercio
serves on the boards of directors of Terrago Technologies Inc., an Atlanta-based technology company, KZO Innovations, a Virginia-based
technology company, Innovative Biosensors, a Maryland-based diagnostics company, and Ogmento, Inc., a New York-based technology
company. He also serves on the board of directors of Vital Sensors, Inc., a private company based in Richmond, Virginia, Verax
Biomedical, Inc., another privately held company based in Worcester, Massachusetts, Overture Technologies, Inc., a Bethesda, MD-based
software company, Vision Chain, Inc., a Washington DC based technology company, and DigitalBridge Communications, Inc., an Ashburn,
Virginia-based private company. Mr. Del Guercio has an M.B.A. degree from Harvard Business School and a B.S. degree from Boston
College. CNF Investments is a member of the Selling Equity Holder and an investor in the Common Stock Offering referenced above.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 8pt 0 0; text-align: justify; text-indent: 0.5in">Except as disclosed
above, there is no arrangement or understanding by and among the foregoing directors and any other persons pursuant to which they
were appointed as discussed above. Nor are there any family relationships by and among such directors and any executive officers
and directors. Further, except as set forth herein and in connection with the Exchange Transaction, there are no transactions involving
the Company and such persons which transaction would be reportable pursuant to Item 404(a) of Regulation S-K promulgated under
the Securities Act of 1933, as amended.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 8pt 0 0; text-align: justify"><I>Amendment to the Long-Term Incentive
Plan (&ldquo;LTIP&rdquo;)</I></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 8pt 0 0; text-align: justify; text-indent: 0.5in">The Board amended
the terms and provisions of the LTIP effective as of February 8, 2012 to increase the number of shares authorized for issuance
under the LTIP from 8,000,000 to 10,500,000 shares, which increase will be subject to shareholder ratification within twelve months
of the Board&rsquo;s action. The Board also approved an aggregate of 1,701,500 options to purchase shares of the Company&rsquo;s
common stock which options were issued to newly added employees of the Company effective as of and the exercise price as of the
closing date of the Exchange Agreement, with vesting commencing on February 22, 2012. Following the foregoing amendment and stock
option grants, the Company has approximately 1,756,745 shares of its common stock available for issuance under the LTIP.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 8pt 0 0; text-align: justify"><I>Executive Chairman of the Board; Principal
Director</I></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 8pt 0 0; text-align: justify; text-indent: 0.5in">Effective as of February
3, 2012, the Board appointed David E. Jorden, a current member of the Company&rsquo;s Board, to the office of Executive Chairman
of the Board of Directors of the Company following James Benson&rsquo;s stepping down from that position on the Board. Mr. Benson
will carry on as the Board&rsquo;s Principal Director, a position that carries the functions of the lead independent director.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 8pt 0 0; text-align: justify; text-indent: 0.5in">Following the foregoing
changes, the Board currently consists of the following members: Stephen Keith, James Benson, Mark McLoughlin, David Jorden (Chairman),
Richard Kent, Joseph Del Guercio, Lyle Hohnke, Martin Rosendale and Eric Winzer.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 8pt 0 0; text-align: justify"><I>Chief Operating Officer
Appointment</I></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 8pt 0 0; text-align: justify; text-indent: 0.5in">Effective as of February
8, 2012, the Board appointed Edward L. Field, 47, as the Company&rsquo;s Chief Operating Officer. Mr. Field will be employed &ldquo;at
will&rdquo;, will report to the Company&rsquo;s CEO and will be based in the Durham, North Carolina area. Prior to this appointment,
Mr. Field served as Aldagen&rsquo;s President and Chief Operating Officer from November 2004 to March 2010. From March 2010 to
November 2010, he served as Aldagen&rsquo;s Chief Business Officer. From November 2010 to present, he has served as Aldagen&rsquo;s
Chief Operating Officer. Prior to joining Aldagen, Mr. Field was the President and Chief Executive Officer of Inologic, Inc., a
private biopharmaceutical company, from 2002 to September 2004. Prior to joining Inologic, from 1999 to 2002, Mr. Field was the
President of Molecumetics, Ltd., a drug discovery and development subsidiary of Tredegar Corporation, until its merger with Therics,
LLC, a regenerative medicine company. Mr. Field received a Master of Business Administration degree from the University of Virginia&rsquo;s
Darden School of Business Administration and a Bachelor of Arts degree in Economics from Duke University. Effective upon his appointment,
the Board set Mr. Field&rsquo;s salary at the rate of $272,283 per annum, subject to review for possible increases on an annual
basis in Board&rsquo;s review and discretion. In addition, the Board approved a grant of 534,000 stock options to Mr. Field under
the Company&rsquo;s LTIP, effective as of February 8, 2012, at $1.40 per share (closing price of the Company&rsquo;s securities
on February 8, 2012), vesting as follows: 200,000 options vesting on February 22, 2012, 112,000 - on December 31, 2012, 111,000
&ndash; on December 31, 2013, and the remaining 111,000 - on December 31, 2014.There are no family relationships by and between
Mr. Field and any executive officers and directors of the Company. Further, except as set forth above in connection with the Exchange
Transaction, there are no transactions involving the Company and Mr. Field which transaction would be reportable pursuant to Item
404(a) of Regulation S-K promulgated under the Securities Act of 1933, as amended.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 8pt 0 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 8pt 0 0; text-align: justify; text-indent: 0.5in"></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 8pt 0 0; text-align: justify; text-indent: 0.5in"><B>Item 5.03 &#9;Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 8pt 0 0; text-align: justify; text-indent: 0.5in">The information contained
in Items 2.01 and 5.02 is hereby incorporated by reference.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 8pt 0 0; text-align: justify"><B>Section 7 &ndash; Regulation FD</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 8pt 0 0; text-align: justify"><B>&#9;Item 7.01 &#9;Regulation FD Disclosure</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 8pt 0 0; text-align: justify; text-indent: 0.5in">Attached, as Exhibit
99.1, is the press release issued in connection with the foregoing matters. The information in Exhibit 99.1 is not &ldquo;filed&rdquo;
pursuant to the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any Securities Act registration
statements. Additionally, the submission of this report on Form 8-K is not an admission as to the materiality of any information
in this report that is required to be disclosed solely by Regulation FD.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 8pt 0 0; text-align: justify"><B>Section 8 &ndash; Other Events</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 8pt 0 0; text-align: justify"><B>&#9;Item 8.01 &#9;Other Events</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 8pt 0 0; text-align: justify; text-indent: 0.5in">The Company issued
a press release relating to the foregoing matters. Exhibit 99.1 contains a copy of this press release.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 8pt 0 0; text-align: justify"><B>Section 9 &ndash; Exhibits </B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 8pt 0 0; text-align: justify"><B>&#9;Item 9.01 &#9;Exhibits </B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 8pt 0 0; text-align: justify"><B>(a)&#9;Financial Statements for Businesses
Acquired.</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 8pt 0 0; text-align: justify; text-indent: 0.5in">The financial statements
for the business acquired required by this Item, with respect to the acquisition described in Item 2.01 herein, will be filed as
soon as practicable, and in any event not later than 71 days after the date on which this Current Report on Form 8-K is required
to be filed pursuant to Item 2.01.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 8pt 0 0; text-align: justify"><B>(b) &#9;Pro forma financial information.</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 8pt 0 0; text-align: justify; text-indent: 0.5in">The pro forma financial
information required by this Item, with respect to the acquisition described in Item 2.01 herein, will be filed as soon as practicable,
and in any event not later than 71 days after the date on which this Current Report on Form 8-K is required to be filed pursuant
to Item 2.01.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 8pt 0 0; text-align: justify"><B>(c)&#9;Exhibits</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><B>&nbsp;</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">2.1&#9;Exchange and Purchase Agreement by and
among, Cytomedix, Inc., Aldagen, Inc., a Delaware corporation &#9;and Aldagen Holdings, LLC, a North Carolina limited liability
company, dated February 8, 2012.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">4.1&#9;Certificate of Designation, Relative
Rights and Preferences of the Series E Convertible Preferred Stock.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">10.1&#9;Form Lockup Letter.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">10.2&#9;Form Voting Agreement.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">10.3&#9;Form Subscription Agreement.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">10.4&#9;Form Warrant Agreement.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">10.5&#9;Form Warrant.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">10.6&#9;Lyle A. Hohnke Agreement.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">10.7&#9;Edward Field Employment Letter.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">99.1&#9;Press Release.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center"><B>SIGNATURES</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 8pt 0 0; text-indent: 0.5in">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.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 8pt 0 0; text-indent: 0.5in">&nbsp;</P>

<TABLE ALIGN="CENTER" CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
<TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD COLSPAN="2" STYLE="font-weight: bold">Cytomedix, Inc.</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="width: 55%">&nbsp;</TD>
    <TD STYLE="width: 4%">&nbsp;</TD>
    <TD STYLE="width: 41%">&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD STYLE="font-weight: bold">&nbsp;</TD>
    <TD STYLE="font-weight: bold">&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD>By:&nbsp;&nbsp;</TD>
    <TD STYLE="border-bottom: windowtext 1pt solid; text-decoration: underline">/s/ Martin P. Rosendale</TD></TR>
<TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD ROWSPAN="2">
        <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">Martin P. Rosendale</P>
        <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">Chief Executive Officer</P></TD></TR>
<TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
</TABLE>
<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 8pt 0 0">Date: February 8, 2012</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 8pt 0 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 8pt 0 0"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 8pt 0 0">&nbsp;</P>



<P STYLE="margin: 0"></P>

</BODY>
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[{"type": "8-K", "sequence": "1", "filename": "v301656_8k.htm", "description": "FORM 8-K", "secsgml_size_bytes": 48680}]
{"company-data": {"conformed-name": "CYTOMEDIX INC", "cik": "0001091596", "assigned-sic": "3841", "irs-number": "232958959", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-32518", "film-number": "12584296"}, "business-address": {"street1": "209 PERRY PARKWAY,", "street2": "SUITE 7", "city": "GAITHERSBURG,", "state": "MD", "zip": "20877", "phone": "240-499-2680"}, "mail-address": {"street1": "209 PERRY PARKWAY,", "street2": "SUITE 7", "city": "GAITHERSBURG,", "state": "MD", "zip": "20877"}, "former-company": {"former-conformed-name": "AUTOLOGOUS WOUND THERAPY INC", "date-changed": "20000407"}}
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________
FORM 8-K
______________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): February 8, 2012
Cytomedix, Inc.
(Exact name of registrant as specified in its
charter)
______________
Delaware
01-32518
23-3011702
(State or Other Jurisdiction
(Commission
(I.R.S. Employer
of Incorporation)
File Number)
Identification No.)
209 Perry Parkway, Suite 7, Gaithersburg,
MD 20877
(Address of Principal Executive Office) (Zip
Code)
240-499-2680
(Registrant's telephone number, including
area code)
N/A
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
1
Section 1 – Registrant's Business and Operations
Item 1.01 	Entry
into a Material Definitive Agreement.
The registrant hereby
incorporates by reference the disclosure made in Items 2.01 and 3.02 below.
Section 2 – Financial Information
Item 2.01 	Completion of Acquisition
or Disposition of Assets
Cytomedix, Inc.,
a Delaware corporation (the "Company" or "Cytomedix") entered into an Exchange and Purchase Agreement by
and among, Cytomedix, Aldagen, Inc., a Delaware corporation ("Aldagen") and Aldagen Holdings, LLC, a North Carolina
limited liability company and the sole equity holder of Aldagen (the "Selling Equity Holder") dated February 8, 2012
(the "Exchange Agreement"). Pursuant to the terms of the Exchange Agreement, Cytomedix acquired all of the issued and
outstanding capital stock and convertible promissory notes of Aldagen. Aldagen is now a wholly-owned subsidiary of Cytomedix.
As consideration
for the exchange of the outstanding capital stock and convertible promissory notes of Aldagen, Cytomedix issued 135,398.16 shares
of its Series E Convertible Preferred Stock (the "Series E Preferred") to the Selling Equity Holder (the "Preferred
Stock Consideration"), terms and provisions of which securities are discussed below. The Preferred Stock Consideration was
calculated based upon the number of shares equal to an agreed value of $16,000,000 divided by a price per share of Cytomedix common
stock of $1.1817. In addition to the Preferred Stock Consideration, the Selling Equity Holder has the right to receive up to 20,309,723
shares of the Company's common stock (the "Post-Closing Consideration"), contingent upon Aldagen's achieving
certain milestones related to its current ALD-401 Phase 2 clinical trial.
In connection with
the acquisition, (i) each outstanding option to acquire shares of Aldagen capital stock was cancelled and, in satisfaction of a
closing condition, the Company's Board granted options to acquire shares of the Company's stock to certain newly added
employees, officers, directors and advisors under the Company's Long-Term Incentive Plan (as discussed below), and (ii) each
holder of warrants to acquire shares of Aldagen capital stock agreed to exchange the Aldagen warrants for warrants to acquire an
aggregate of 2,115,596 shares of the Company's common stock with an exercise price of $1.42 per share, subject to certain
exercisability provisions discussed below. The Selling Equity Holder and each Aldagen warrant holder (as discussed below) was an
"accredited investor" (as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as
amended (the "Securities Act")), and the Company issued the Series E Preferred in reliance upon an exemption from registration
contained in Section 4(2) and Rule 506 under the Securities Act.
The parties to the
Exchange Agreement made representations and warranties in the Agreement customary in the agreements of this nature. In addition,
the Company agreed to, among other things, subject to shareholder approval, increase the number of authorized capital stock of
the Company from 115,000,000 to 175,000,000 shares, 160,000,000 of which shares will be authorized common stock (the "Charter
Amendment"). The Company will convene and hold a special meeting of its shareholders to approve the Charter Amendment and
to ratify the Board's amendment to the Long-Term Incentive Plan increasing the number of shares subject to the Plan from
8,000,000 to 10,500,000 (the "Special Meeting Proposals"), as soon as reasonably practicable, but in no event later
than 90 days following the closing of the exchange transaction (the "Special Meeting"). Further, certain (i) existing
stockholders of Cytomedix, representing approximately 42% of the securities entitled to vote at the Special Meeting, and (ii) the
Selling Equity Holder and the investors in the Common Stock Offering (discussed below) representing approximately 21% of the securities
entitled to vote at the Special Meeting, entered into voting agreements pursuant to which they agreed to vote their shares of Cytomedix
stock in favor of, among other things, the Special Meeting Proposals.
Further, the Company
agreed to file, within 120 days following the filing of the Amendment to Certificate of Incorporation increasing the authorized
capital stock and the conversion of the Series E Preferred Stock to Common Stock, a registration statement covering the (i) shares
of common stock issuable upon conversion of the Series E Preferred; (ii) shares of common stock issued in the Common Stock Offering
(as discussed below); and (iii) shares of common stock issuable under the warrants issued to the Aldagen warrant holders. Also,
within thirty days following the issuance of the Post Closing Stock Consideration, the Company has also agreed to file a separate
registration statement covering the Post-Closing Stock Consideration.
2
In addition, the
Company agreed to indemnify the Selling Equity Holder for any breach by the Company of a representation or warranty made by the
Company under the Exchange Agreement and, subject to the limitations described below, for its breach or failure to perform any
covenant or agreement required to be performed under the Exchange Agreement. In turn, the Selling Equity Holder agreed to indemnify
the Company for any breach by it or Aldagen of a representation or warranty made by the Selling Equity Holder or Aldagen under
the Exchange Agreement, and, also subject to same limitations described below, for any breach by the Selling Equity Holder or
Aldagen or any failure by them to perform, any covenant or agreement required to be performed by the Selling Equity Holder or
Aldagen under the Exchange Agreement. However, neither party is entitled to indemnification unless damages exceed $100,000. Finally,
the parties agreed to a cap or limitation on indemnification of $4 million. The Post-Closing Consideration is also subject to
offset to satisfy any indemnification obligations of the Selling Equity Holder. In order to satisfy the indemnification obligations,
the Selling Equity Holder escrowed 17,771 shares of the Preferred Stock Consideration to be released as follows: to the extent
liabilities of Aldagen exceed $956,400 as of February 8, 2012, Cytomedix will be entitled to indemnification (and a return of
the Escrowed Shares); to the extent liabilities of Aldagen are less than $956,400 as of February 8, 2012, then the indemnification
threshold will be increased by such amount.
In addition, each
of the Purchasers in the Common Stock Offering (as discussed below), the Selling Equity Holder and the Aldagen warrant holders,
each entered into a certain lock-up letter (the "Lock-Up Letter") pursuant to which each agreed to hold their respective
securities as follows: (i) the Purchasers – to hold one-half of such Common Stock for a period of six months following the
closing of the transaction, and the remaining one-half – for a period of twelve months, and (ii) the Selling Equity Holder
and the Aldagen warrants holders – one-third of their respective Preferred Stock Consideration and the common stock issuable
upon conversion of the warrants for a period of six months, one-third – for a period of twelve months, and the remaining
one-third – for a period of eighteen months following the closing of the transaction.
Series E Convertible Preferred Stock
The Board designated
up to 250,000 shares of the Company's Preferred Stock as the Series E Convertible Preferred Stock, with a par value of $0.0001
per share and a stated value of $100 per share. The Series E Preferred Stock shares are entitled to dividends, when, as and if
declared by the Board. Each share of the Series E Preferred entitles the holder thereof to vote on all matters voted on by holders
of the Company's common stock voting together, on an as converted basis, at all meetings of the Company's shareholders
and to cast the number of votes equal to the number of votes which could be cast in such vote by a holder of 100 shares of the
Company's common stock. Upon any dissolution, liquidation and winding up of the Company, the Series E Preferred is entitled
to the same liquidation rights as the Company's common stock. The Series E Preferred shares are automatically convertible
into shares of common stock, in a 1-for-100 shares ratio, upon the Company's filing of its Certificate of Amendment to the
Certificate of Incorporation with the Secretary of State of the State of Delaware of the Charter Amendment.
The foregoing description
of the Exchange Agreement, the Certificate of Designations for the Series E Preferred, the Lock-up Letter and other agreements
and instruments in connection therewith does not purport to be complete and is subject to and qualified in its entirety by reference
to the full text of such agreements and instruments, which are filed as Exhibits to this Current Report on Form 8-K and are incorporated
herein by reference. These various agreements contain representations and warranties by each of the parties thereto. These representations
and warranties have been made solely for the benefit of the other parties to such agreements and:
·
should not be treated as statements of fact, but rather as a way of allocating the risk to one
of the parties if those statements prove to be inaccurate;
·
may have been qualified in the agreements by disclosures that were made to the other party in connection
with the negotiation of the agreements;
·
may apply contract standards of "materiality" that are different from "materiality"
under the applicable securities laws; and
·
were made only as of the date of such agreements or such other date or dates as may be specified
in the agreements.
3
Section 3 – Securities and Trading
Markets
Item 3.02 	Unregistered
Sales of Equity Securities
On February 8, 2012,
the Company entered into subscription agreements (the "Subscription Agreements") with certain accredited investors
(the "Purchasers"), with respect to the sale of shares of its common stock (the "Common Stock"), for gross
proceeds of $5 million (the "Common Stock Offering"). As discussed above, the Company also entered into certain warrant
agreements (the "Warrant Agreements") with holders of warrants to purchase shares of common stock of Aldagen, to exchange
certain warrants (the "Warrants") to purchase shares of the Company's common stock (the "Warrant Offering").
The closing date of both offerings was February 8, 2012. The holders of the Common Stock and the Warrants are also entitled to
the same registration rights as described under Item 2.01 above. The purchasers of the Warrants are entitled to purchase, in the
aggregate, 2,115,196 shares of common stock, at an exercise price per share of $1.42. Each Warrant expires December 31, 2014 and,
subject to call provisions of the Warrant, is exercisable as follows: (i) commencing on the issuance date, for up to 30% of the
total shares of the Company's common stock exercisable under the Warrant, and (ii) upon issuance of the Third Post-Closing
Consideration (as defined in Item 2.01 above), for the remaining balance of the shares under the Warrant. The Warrants also contain
exercise price adjustments, cashless exercise and other provisions customary to instruments of this nature. All respective purchasers
in the Common Stock Offering and Warrant Offering were "accredited investors" (as such term is defined in Rule 501(a)
of Regulation D under the Securities Act ), and the Company sold the securities in these offerings in reliance upon an exemption
from registration contained in Section 4(2) and Rule 506 under the Securities Act. There were no discounts or brokerage fees associated
with these offerings. The net proceeds of the offerings will be used to fund: (a) the current ALD-401 Phase 2 clinical trial and
(b) other costs and expenses in connection with the clinical and regulatory progress of ALD-401.
Series D Convertible Preferred Stock
Conversions
All holders of the
Company's outstanding Series D Convertible Preferred Stock (the "Series D Preferred") purchased in the April
2010 private placement of the Company's securities converted their shares of the Series D Preferred stock into shares of
the Company's common stock prior to the Series D Preferred redemption date of April 2013, under the terms of such securities
at the conversion price of $0.4392 per share (or $0.558 per share in case of affiliates), for the total of 7,790,350 shares of
common stock, 330,000 of which shares represented dividend payments to such holders through April 2013. All Series D Preferred
holders were "accredited investors" (as such term is defined in Rule 501(a) of Regulation D under the Securities Act
), and the Company issued such securities in reliance upon an exemption from registration requirements under the Securities Act.
There were no fees or commissions associated with the foregoing conversions.
Warrant Exercises
Certain holders
of Company warrants acquired in previously reported private placement transactions in 2010 and 2011 exercised or agreed to exercise
their respective warrants pursuant to the terms of individually negotiated and executed warrant exercise agreements. In consideration
for such early exercises, the Company agreed to issue additional warrants to purchase an aggregate of 1,180,547 shares of common
stock, at an exercise price per share of $1.42. Each warrant expires December 31, 2014 and, subject to call provisions of the
warrant, is exercisable as follows: (i) commencing on the issuance date, for up to 30% of shares of the Company's common
stock under each warrant, and (ii) upon issuance of the Third Post-Closing Consideration (as defined in Item 2.01 above), for
the remaining balance of the warrant. Each warrant also contains exercise price adjustments, cashless exercise and other provisions
customary to the instruments of this nature. All such private warrant holders were "accredited investors" and the
Company sold the securities in these offerings in reliance upon an exemption from registration contained in Section 4(2) and Rule
506 under the Securities Act. The securities sold in these offerings may not be offered or sold in the United States absent registration
or an applicable exemption from registration requirements. There were no fees associated with the foregoing conversions. The proceeds
of the warrant exercises will also be used to fund: (a) the current ALD-401 Phase 2 clinical trial and (b) other costs and expenses
in connection with the clinical and regulatory progress of ALD-401.
4
The foregoing description
of the Subscription Agreement, the Warrant Agreement and the Warrants and other agreements and instruments in connection with
the foregoing offerings does not purport to be complete and is subject to and qualified in its entirety by reference to the full
text of such instruments, which are filed as Exhibits to this Current Report on Form 8-K and are incorporated herein by reference.
Section 5 –
Corporate Governance and Management
Item 5.02
Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal
Officers' Compensatory Arrangements of Certain Officers
Director Resignation
Effective as of February
8, 2012, Craig Mendelsohn, a Company director, resigned as a director and a member of the Nominating and Corporate Governance and
Compensation Committees, respectively. Mr. Mendelsohn's resignation was not for cause or due to any disagreements with the
Company.
Increase in the Board Size; Director
Appointments
Effective as of February
8, 2012, the Company's Board approved an amendment to the Company's bylaws, as amended to date, to increase in the
size of the Company's Board from seven seats (prior to the amendment) to no more than nine seats.
The Board appointed
Richard S. Kent, Lyle A. Hohnke and Joseph Del Guercio to serve on the Board of the Company. The foregoing appointments to the
Board were made pursuant to the terms of the Exchange Agreement with the effective date as of February 8, 2012, the closing date
of the transaction. Following the Board's review of the background and other relevant information, the Board determined that
Messrs. Kent and Del Guercio were "independent" as such term is defined under the federal securities laws and the NYSE
Amex Company Guide.
The following is
business and other relevant background information for the appointed directors:
Dr. Richard S.
Kent,
62, served as a member of Aldagen's Board from March 2010 to February 2012. Since December 2008, he has been a
Partner with Intersouth Partners, a venture capital firm that was Aldagen's largest stockholder. Dr. Kent served as the President
and Chief Executive Officer of Serenex, Inc., a biotechnology company focused on oncology, from 2002 until its sale to Pfizer in
April 2008. From 2001 until he joined Serenex, he served as President and Chief Executive Officer of Ardent Pharmaceuticals, Inc.
Before that, he held senior executive positions at GlaxoSmithKline, where he was Senior Vice President of Global Medical Affairs
and Chief Medical Officer; at Glaxo Wellcome, where he was Vice President of U.S. Medical Affairs and Group Medical Director; and
at Burroughs Wellcome, where he was International Director of Medical Research. Dr. Kent has served as a director of Inspire Pharmaceuticals,
Inc., a publicly traded biotechnology company, since June 2004, until its acquisition by Merck in 2011. Dr. Kent received his undergraduate
degree from the University of California, Berkeley and his M.D. from the University of California, San Diego. He is board certified
in both internal medicine and cardiology. Dr. Kent's qualifications to serve on the Board include his extensive experience
as a chief executive officer and senior medical officer in the pharmaceutical industry. Intersouth is a member of the Selling Equity
Holder and an investor in the Common Stock Offering referenced above.
Dr. Lyle
Hohnke
, 68, served as a member of Aldagen's Board from August 2008 to February 2012 and Aldagen's President
and Chief Executive Officer from October 2010 to February 2012. He was previously a partner of Tullis Dickerson, a
healthcare-focused venture capital fund and an investor in Aldagen. Dr. Hohnke holds Ph.D. and M.A. degrees from the
University of Oregon and was a postdoctoral fellow at the UCLA School of Medicine. He also holds an M.B.A. degree from the
Hartford Graduate Institute at Rensselaer Polytechnic Institute and a B.A. degree from Western Michigan University. Dr.
Hohnke's qualifications to serve on the Board include his experience in working with entrepreneurial companies in the
healthcare field and his business and finance background. In addition to his service on the Board, Dr. Hohnke executed an
agreement pursuant to which he will provide consulting and transitional support to the Company for the 6-month period
following the completion of the Exchange Transaction in consideration for: (i) a payment of $125,000 payable over the next 6
months, and (ii) 475,000 options to purchase common stock of the Company at $1.40 per share (closing price of
the Company's securities on February 8, 2012), all of which are fully vesting on February 22, 2012 with the term of
five years.
5
Joseph Del Guercio
,
39, has been Managing Director at CNF Investments (CNF)/Clark Enterprises, an Aldagen investor, since November 2004. Mr. Del Guercio
serves on the boards of directors of Terrago Technologies Inc., an Atlanta-based technology company, KZO Innovations, a Virginia-based
technology company, Innovative Biosensors, a Maryland-based diagnostics company, and Ogmento, Inc., a New York-based technology
company. He also serves on the board of directors of Vital Sensors, Inc., a private company based in Richmond, Virginia, Verax
Biomedical, Inc., another privately held company based in Worcester, Massachusetts, Overture Technologies, Inc., a Bethesda, MD-based
software company, Vision Chain, Inc., a Washington DC based technology company, and DigitalBridge Communications, Inc., an Ashburn,
Virginia-based private company. Mr. Del Guercio has an M.B.A. degree from Harvard Business School and a B.S. degree from Boston
College. CNF Investments is a member of the Selling Equity Holder and an investor in the Common Stock Offering referenced above.
Except as disclosed
above, there is no arrangement or understanding by and among the foregoing directors and any other persons pursuant to which they
were appointed as discussed above. Nor are there any family relationships by and among such directors and any executive officers
and directors. Further, except as set forth herein and in connection with the Exchange Transaction, there are no transactions involving
the Company and such persons which transaction would be reportable pursuant to Item 404(a) of Regulation S-K promulgated under
the Securities Act of 1933, as amended.
Amendment to the Long-Term Incentive
Plan ("LTIP")
The Board amended
the terms and provisions of the LTIP effective as of February 8, 2012 to increase the number of shares authorized for issuance
under the LTIP from 8,000,000 to 10,500,000 shares, which increase will be subject to shareholder ratification within twelve months
of the Board's action. The Board also approved an aggregate of 1,701,500 options to purchase shares of the Company's
common stock which options were issued to newly added employees of the Company effective as of and the exercise price as of the
closing date of the Exchange Agreement, with vesting commencing on February 22, 2012. Following the foregoing amendment and stock
option grants, the Company has approximately 1,756,745 shares of its common stock available for issuance under the LTIP.
Executive Chairman of the Board; Principal
Director
Effective as of February
3, 2012, the Board appointed David E. Jorden, a current member of the Company's Board, to the office of Executive Chairman
of the Board of Directors of the Company following James Benson's stepping down from that position on the Board. Mr. Benson
will carry on as the Board's Principal Director, a position that carries the functions of the lead independent director.
Following the foregoing
changes, the Board currently consists of the following members: Stephen Keith, James Benson, Mark McLoughlin, David Jorden (Chairman),
Richard Kent, Joseph Del Guercio, Lyle Hohnke, Martin Rosendale and Eric Winzer.
Chief Operating Officer
Appointment
Effective as of February
8, 2012, the Board appointed Edward L. Field, 47, as the Company's Chief Operating Officer. Mr. Field will be employed "at
will", will report to the Company's CEO and will be based in the Durham, North Carolina area. Prior to this appointment,
Mr. Field served as Aldagen's President and Chief Operating Officer from November 2004 to March 2010. From March 2010 to
November 2010, he served as Aldagen's Chief Business Officer. From November 2010 to present, he has served as Aldagen's
Chief Operating Officer. Prior to joining Aldagen, Mr. Field was the President and Chief Executive Officer of Inologic, Inc., a
private biopharmaceutical company, from 2002 to September 2004. Prior to joining Inologic, from 1999 to 2002, Mr. Field was the
President of Molecumetics, Ltd., a drug discovery and development subsidiary of Tredegar Corporation, until its merger with Therics,
LLC, a regenerative medicine company. Mr. Field received a Master of Business Administration degree from the University of Virginia's
Darden School of Business Administration and a Bachelor of Arts degree in Economics from Duke University. Effective upon his appointment,
the Board set Mr. Field's salary at the rate of $272,283 per annum, subject to review for possible increases on an annual
basis in Board's review and discretion. In addition, the Board approved a grant of 534,000 stock options to Mr. Field under
the Company's LTIP, effective as of February 8, 2012, at $1.40 per share (closing price of the Company's securities
on February 8, 2012), vesting as follows: 200,000 options vesting on February 22, 2012, 112,000 - on December 31, 2012, 111,000
– on December 31, 2013, and the remaining 111,000 - on December 31, 2014.There are no family relationships by and between
Mr. Field and any executive officers and directors of the Company. Further, except as set forth above in connection with the Exchange
Transaction, there are no transactions involving the Company and Mr. Field which transaction would be reportable pursuant to Item
404(a) of Regulation S-K promulgated under the Securities Act of 1933, as amended.
6
Item 5.03 	Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year
The information contained
in Items 2.01 and 5.02 is hereby incorporated by reference.
Section 7 – Regulation FD
Item 7.01 	Regulation FD Disclosure
Attached, as Exhibit
99.1, is the press release issued in connection with the foregoing matters. The information in Exhibit 99.1 is not "filed"
pursuant to the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any Securities Act registration
statements. Additionally, the submission of this report on Form 8-K is not an admission as to the materiality of any information
in this report that is required to be disclosed solely by Regulation FD.
Section 8 – Other Events
Item 8.01 	Other Events
The Company issued
a press release relating to the foregoing matters. Exhibit 99.1 contains a copy of this press release.
Section 9 – Exhibits
Item 9.01 	Exhibits
(a)	Financial Statements for Businesses
Acquired.
The financial statements
for the business acquired required by this Item, with respect to the acquisition described in Item 2.01 herein, will be filed as
soon as practicable, and in any event not later than 71 days after the date on which this Current Report on Form 8-K is required
to be filed pursuant to Item 2.01.
(b) 	Pro forma financial information.
The pro forma financial
information required by this Item, with respect to the acquisition described in Item 2.01 herein, will be filed as soon as practicable,
and in any event not later than 71 days after the date on which this Current Report on Form 8-K is required to be filed pursuant
to Item 2.01.
(c)	Exhibits
2.1	Exchange and Purchase Agreement by and
among, Cytomedix, Inc., Aldagen, Inc., a Delaware corporation 	and Aldagen Holdings, LLC, a North Carolina limited liability
company, dated February 8, 2012.
4.1	Certificate of Designation, Relative
Rights and Preferences of the Series E Convertible Preferred Stock.
10.1	Form Lockup Letter.
10.2	Form Voting Agreement.
10.3	Form Subscription Agreement.
10.4	Form Warrant Agreement.
10.5	Form Warrant.
10.6	Lyle A. Hohnke Agreement.
10.7	Edward Field Employment Letter.
99.1	Press Release.
7
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.
Cytomedix, Inc.
By:
/s/ Martin P. Rosendale
Martin P. Rosendale
Chief Executive Officer
Date: February 8, 2012
8