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CMXI > SEC Filings for CMXI > Form 8-K on 3-Dec-2013All Recent SEC Filings

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Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligati

Item 1.01 Entry into a Material Definitive Agreement.

On each of November 22, 2013 and November 27, 2013, Cytomedix, Inc. (the "Company") filed Current Reports on Form 8-K disclosing, among other things, the terms of signed subscription agreements and other related agreements and documents relating to the sale of 10% subordinated convertible notes and warrants to purchase shares of the Company's common stock for gross proceeds of $3 million (the "Offering"). The Company hereby incorporates by reference the contents of the Form 8-K filings made on November 22, 2013 and November 27, 2013.

On December 3, 2013, the Company entered into an amendment to the Subscription Agreements with each Purchaser (the "Amendment") for the sole purpose of amending the definition of what constituted a "Good News CMS Reimbursement Determination Event" in connection with satisfying the closing conditions set forth in the Subscription Agreements. The Subscription Agreements originally required that the closing of the Offering was contingent on a Good News CMS Reimbursement Determination Event occurring, which was defined as a final ruling by the Centers for Medicare & Medicaid Services ("CMS") in the "CY 2014 Changes to the Hospital Outpatient Prospective Payment System ("HOPPS") and Ambulatory Surgical Center Payment System (CMS-1601-FC)" resulting in an approved payment rate for AutoloGel of at least $450 per treatment. The Amendment modified the definition of Good News CMS Reimbursement Determination Event to lower the approved payment rate from $450 to $400 per treatment. On December 2, 2013, the Company announced that CMS designated that the reimbursement code to which AutoloGel is assigned be paid at a national average rate of $411 per treatment encounter under HOPPS.

The foregoing summary of the terms of the Amendment is subject to, and qualified in its entirety by such document attached hereto as Exhibits 10.1, which is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The registrant hereby incorporates by reference the disclosure made in Item 1.01 above.

Item 3.02 Unregistered Sales of Equity Securities.

The registrant hereby incorporates by reference the disclosure made in Item 1.01 above.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description of Exhibit

10.1 First Amendment No. 1 to Subscription Agreement dated December 3, 2013

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