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) ~~December~~ 2March 29, ~~2015~~2016

Pathfinder Cell Therapy, Inc.

(Exact name of Registrant as Specified in its Charter)

Delaware	0-20580	14-1745197
(State or Other Jurisdiction	(Commission file Number)	(IRS Employer
(State or Other Jurisdiction of Incorporation)	(Commission file Number)	(IRS Employer Identification No.)
of Incorporation)		Identification No.)

12 Bow Street, Cambridge, Massachusetts		02138
(Address of principal executive offices)		(Zip Code)

Registrant's telephone number, including area code: 617-245-0289

________________________________________________________


	(Former name or 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 (see General Instruction A.2. below):

☐	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))

~~Item~~ 2Item 8.0301. ~~Creation~~Other ~~of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant~~Events.

OnThe ~~December~~Company 2,intends ~~2015,~~to wefile ~~borrowed~~today ~~$50,000~~a ~~from~~Form ~~our~~15 ~~principal~~with ~~stockholder,~~the ~~Breisgau~~SEC ~~Bio~~to ~~Ventures~~voluntarily ~~SA.~~deregister ~~The~~its ~~loan~~common isstock ~~evidenced~~pursuant byto aSection ~~promissory~~12(g) of the ~~note~~Securities ~~bearing~~Exchange ~~interest~~Act atof 6%1934, ~~per~~as ~~annum~~amended. Upon ~~Principal~~filing ~~and~~of ~~interest~~the ~~are~~Form ~~due~~15, ~~and payable on~~ the ~~first~~Company’s ~~anniversary~~obligation ofto ~~issuance.~~file ~~At any~~periodic ~~time~~reports, ~~prior~~such toas ~~completion~~Annual orReports ~~termination~~on ofForm ~~the~~10-K ~~capital~~(including ~~raise~~the ~~described~~Annual inReport ~~our current report~~ on Form 810-K ~~filed~~for ~~with~~ the ~~Securities and~~year ~~Exchange~~ended ~~Commission~~December ~~on September 9~~31, ~~2011~~2015), Quarterly ~~the~~Reports ~~holder~~on ~~may~~Form ~~elect~~10-Q toand ~~convert~~Current ~~the~~Reports ~~principal~~on ~~amount~~Form of8-K, ~~the~~under ~~promissory~~Sections ~~note,~~13(a) and~~/or accrued~~ ~~interest~~15(d) ~~thereon,~~of ~~into~~the ~~shares~~Securities Exchange Act of ~~our~~1934, ~~common~~as ~~stock~~amended, inwill ~~the~~be ~~capital~~suspended. After ~~raise~~90 atdays, the ~~subscription~~Section ~~price~~13(a) ~~thereof.~~reporting ~~Since~~obligation ~~February 2012,~~will webe ~~have~~automatically ~~borrowed~~terminated. The Company’s anSection ~~aggregate~~15(d) ~~principal~~reporting ~~amount~~obligation ofwill ~~$5,317,000~~continue ~~from~~to ~~investors~~remain ~~(including~~suspended ~~Breisgau~~so ~~Bio~~long ~~Ventures~~as ~~SA)~~the onCompany’s ~~these~~assets ~~terms,~~and ~~which~~number ~~amount~~of ~~includes~~stockholders ~~the~~of ~~$50,000~~record ~~covered~~remain bybelow ~~this~~prescribed ~~report~~levels.

~~Item~~The ~~3.02~~decision ~~Unregistered~~of ~~Sales~~the Company's Board of ~~Equity~~Directors ~~Securities~~to deregister its common stock and suspend its SEC reporting obligations was based on consideration of numerous factors, including the Company’s lack of cash and working capital deficit, the early stage of the Company’s technology, the large costs of preparing and filing periodic reports with the SEC, the increased outside, audit, legal and other costs and expenses associated with being an SEC reporting company, the burdens placed on Company management to comply with reporting requirements, and the lack of liquidity and low trading volume in the market for the Company's common stock.

~~For~~Going ~~the offer and sale of the promissory note described under Item 2.03 above~~forward, as ~~well~~a asresult ~~the offer~~ of the ~~underlying~~Company’s ~~shares~~limited ~~of common stock~~resources, ~~we have relied upon~~ the ~~exemption~~Company ~~from~~does ~~registration~~not ~~set~~presently ~~forth~~intend into ~~Section~~provide ~~4(2)~~financial ~~of the Act and/~~or ~~Rule~~business information ~~506~~to ofstockholders ~~Regulation D~~on ~~and/or~~a ~~Regulation~~regular Sbasis.

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.

	Pathfinder Cell Therapy, Inc.
Date: December 4, 2015	By:	/s/John Benson
Date: March 29, 2016	By:	/s/ Richard L. Franklin, M.D., Ph.D.
		John Benson, CFO
		Richard L. Franklin, M.D., Ph.D.
		CEO, President and Director

Filing Compare · Pathfinder Cell Therapy, Inc.