Taxus Cardium Pharmaceuticals Group Inc (CRXM)

[Altitrade Partners]

Item 5.01 Changes in Control of Registrant.

The sale of the Series B Convertible Preferred Stock resulted in a change of control in our company. The 1,700,000 shares of Series B Convertible Preferred Stock issued to Nostrum vote on an as converted basis with the equivalence of 150,442,478 shares of Common Stock.

Concurrently with the sale of the Series B Convertible Preferred Stock, Nostrum acquired 220 shares of our Series A Convertible Preferred Stock from Sabby Master Healthcare Ltd. and agreed to purchase the remaining 570 shares of Series A Convertible Preferred Stock that are outstanding and held by Sabby. As a result of the issuance of the Series B Convertible Preferred Stock, each share of our Series A Convertible Preferred Stock became convertible into 88,496 shares of our Common Stock. The Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock restricts Nostrum from converting any Series A Preferred Stock if Nostrum would beneficially own a number of shares of Common Stock in excess of 9.99% of the shares of Common Stock then issued and outstanding. As a result of its ownership of the Series B Convertible Preferred Stock, Nostrum is currently limited in its entirety from converting any shares of Series A Convertible Preferred Stock. The Series A Convertible Preferred Stock has no voting rights on general corporate matters, provided that the Series A Convertible Preferred Stock contain customary protective provisions. We were not a party to, and did not receive any proceeds from, the sale of the Series A Convertible Preferred Stock between Nostrum and Sabby.

We currently have 14,489,399 shares of Common Stock outstanding. Consequently, Nostrum’s current investment in the Series B Convertible Preferred Stock represents control of 91.2 percent of the voting power of the Company.

Nostrum acquired the Series B Convertible Preferred Stock in exchange for $1.7 million, which was funded from working capital. We are not aware of any other transaction that could result in a subsequent change in control of the Company.

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