CALADRIUS BIOSCIENCES, INC. (NASDAQ:CLBS) Files An 8-K Completion of Acquisition or Disposition of Assets
Item 2.01 Completion of Acquisition or Disposition of Assets.
(the “Company”) completed the previously announced sale of its
remaining 80.1% membership interest in PCT, LLC, a Caladrius
Company (“PCT”) to Hitachi Chemical Co. America, Ltd.
(“Hitachi”), to the Interest Purchase Agreement, dated as of
March 16, 2017 (the “Effective Date”), by and among Caladrius,
PCT and Hitachi (the “Purchase Agreement”), for $75.0 million in
cash, subject to certain adjustment, including based on PCTs cash
and outstanding indebtedness as of the Closing Date and a
potential future milestone payment (the “Purchase Price”). to the
terms of the Purchase Agreement, on the Effective Date, Hitachi
paid the Company $5.0 million of the Purchase Price. On the
Closing Date, payments of the Purchase Price were made as
follows:
|
$60.1 million was paid to Caladrius, taking into account
the Purchase Price adjustments based on PCTs cash and outstanding indebtedness as of the Closing Date; |
|
$5.0 million (the Escrow Amount) was deposited into an
escrow account to cover potential indemnification claims against Caladrius to the terms of the Purchase Agreement; |
|
$4.9 million was used to pay off the remaining balance owed
to the loan and security agreement, dated as of September 19, 2014, among Oxford Finance LLC, as collateral agent and lender, the Company and certain subsidiaries of the Company. |
“Milestone Payment”) if PCT achieves $125 million in Cumulative
Revenue (excluding clinical service reimbursables) (the
Milestone) for the period from January 1, 2017 through December
31, 2018 (the Milestone Period). For purposes of the Milestone,
Cumulative Revenue will be calculated based on PCTs revenue from
all customers (including the Company and its subsidiaries) in
accordance with the financial accounting and reporting standards
set forth in the statements and pronouncements of the Financial
Accounting Standards Board, consistently applied. There can be no
assurance that the Milestone Payment will be earned or received.
Date), the escrow agent will disburse to the Company the Escrow
Amount less (i) that portion of the Escrow Amount previously paid
in satisfaction of claims for indemnification to the terms of the
Purchase Agreement and (ii) that portion of the Escrow Amount
that is determined, in the reasonable judgment of Hitachi, to be
necessary to satisfy all unsatisfied or disputed claims for
indemnification specified in any claim notice delivered to the
Company prior to the Escrow Release Date. Any portion of the
Escrow Amount held following the Escrow Release Date with respect
to pending but unresolved claims for indemnification that is not
awarded to Hitachi or any other indemnified party upon the
resolution of such claims will be disbursed to the Company within
15 business days following resolution of such claims.
Company and Hitachi.
complete and is subject to and qualified in its entirety by
reference to the Purchase Agreement filed as Exhibit 2.1 to this
Current Report on Form 8-K.
Current Report on Form 8-K is incorporated herein by reference.
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. CALADRIUS BIOSCIENCES, INC. (NASDAQ:CLBS) Recent Trading Information
CALADRIUS BIOSCIENCES, INC. (NASDAQ:CLBS) closed its last trading session up +0.05 at 5.13 with 38,063 shares trading hands.