CALADRIUS BIOSCIENCES, INC. (NASDAQ:CLBS) Files An 8-K Material Modification to Rights of Security Holders
Item 3.03 Material Modifications of Rights of Security Holders.

The information set forth in Item 5.03 is incorporated herein by reference.

Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective September 18, 2017, the Board of Directors (the “Board”) of Caladrius Biosciences, Inc. (the “Company”) approved an amendment (the “Amendment”) to that certain employment agreement, dated January 5, 2015, as subsequently amended on January 16, 2015 and July 25, 2016, by and between the Company and David J. Mazzo, PhD, the Company’s Chief Executive Officer (the “Employment Agreement”). Capitalized terms are defined as set forth in the Employment Agreement.

Prior to the effectiveness of the Amendment, if the Company terminated Dr. Mazzo’s employment without Cause (other than by reason of death or Disability) or Dr. Mazzo voluntarily terminated his employment for Good Reason during the period commencing on the effective date of a Change in Control and ending on the second anniversary of the effective date of a Change in Control, Dr. Mazzo would have received (i) payment of his salary as then in effect through the fifteen month anniversary of the Termination Date and (ii) a lump sum payment equal to 1.25 times his target bonus as then in effect. The Amendment provides that upon the occurrence of the events in connection with a Change of Control as described above, Dr. Mazzo shall instead receive (i) payment of his salary as then in effect through the eighteen-month anniversary of the Termination Date and (ii) a lump sum payment equal to 1.5 times his target bonus as then in effect. The Amendment also provides for the continuation of Dr. Mazzo’s benefits for a period of eighteen months from the Termination Date, instead of the fifteen month period previously provided for in the Employment Agreement.

The foregoing description of the Amendment is not complete and is subject to and qualified in its entirety by reference to the full text of the Amendment, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 5.03Amendments to Articles of Incorporation or By-Laws.

Effective September 18, 2017, the Board amended the Company’s Amended and Restated Bylaws (the “Bylaws”) by amending Article I, Sections 1.10 and 1.11.

As amended, Article I, Section 1.10 governs the introduction of business at annual and special meetings of the Company’s stockholders. Article I, Section 1.10(a) sets forth the procedure by which a stockholder may nominate persons for election to the Board and propose business to be considered and acted upon at an annual meeting of the stockholders. The procedure outlines the timeline for providing notice and the information to be contained in such notice, which includes certain details with respect to the proposed director nomination or other business, certain information about the stockholder making the proposal (including such stockholder’s equity interest in the Company and agreements entered into by such stockholder pertaining to the proposed director nomination or other business), and certain representations and certifications made by the proposing stockholder, among other required disclosures. Article I, Section 1.10(b) provides that director nominations and proposals of other business to be considered and acted upon by the stockholders shall not be brought before a special meeting of stockholders unless such special meeting is held in lieu of an annual meeting of stockholders.

As amended, Article I, Section 1.11 governs stockholder action without a meeting. Article I, Section 1.11(a) sets forth the procedure by which a stockholder may request that the Board fix a record date for the purpose of determining the stockholders entitled to take action by written consent.

A copy of the amendment to the Bylaws is being filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01Financial Statements and Exhibits.

(d) Exhibits.

CALADRIUS BIOSCIENCES, INC. Exhibit
EX-3.1 2 exhibit31092017.htm EXHIBIT 3.1 Exhibit Exhibit 3.1AMENDMENTS TO AMENDED AND RESTATED BY-LAWS OF CALADRIUS BIOSCIENCES,…
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About CALADRIUS BIOSCIENCES, INC. (NASDAQ:CLBS)

Caladrius Biosciences, Inc., formerly NeoStem, Inc., through its subsidiary, PCT, LLC, a Caladrius Company (PCT), provides development and manufacturing services to the cell therapy industry (which includes cell-based gene therapy). PCT specializes in cell and cell-based gene therapies. PCT offers development and manufacturing capabilities, quality systems, cell and tissue processing, logistics, storage and distribution and engineering solutions to clients with therapeutic candidates at all stages of development. The Company’s product candidate, CLBS03, is a T regulatory cell (Treg) clinical Phase II therapy targeting adolescents with recent-onset type 1 diabetes mellitus (T1DM) using the patient’s own numerically and functionally enhanced Tregs. This therapy is based on a platform technology for immunomodulation. The Company’s T Regulatory Cell Technology is applicable to multiple autoimmune and allergic diseases.