CALADRIUS BIOSCIENCES, INC. (NASDAQ:CLBS) Files An 8-K Termination of a Material Definitive Agreement
Item 1.02 Termination of a Material Definitive Agreement
Caladrius Biosciences, Inc. (the Company), dated September 15,
2016, on September 14, 2016, the Company entered into Securities
Purchase Agreements (the Purchase Agreements) with certain
accredited investors, including Newhall Construction, Ltd.
(Newhall), to which the investors agreed to purchase an aggregate
of 4,449,153 shares of the Companys common stock, par value
$0.001 per share (the Common Stock), at a purchase price of $4.72
per share in a private placement. The investments were placed in
two tranches: (i) up to $12.6 million upon the initial closing
(the Initial Closing), and (ii) up to $8.4 million, subject to
certain conditions, including the enrollment of 70 subjects in
the Companys Phase 2 CLBS03 clinical trial, in a second closing
(the Second Closing). The Initial Closing occurred on September
19, 2016 and the Second Closing, if any, will occur within ten
days after the satisfaction or waiver of the certain conditions
set forth in the Purchase Agreements. The aggregate gross
proceeds for the sale of the shares of Common Stock at the
Initial Closing was $6.6 million, which, as further discussed
below does not include $6.0 million expected to have been
received by Newhall.
Newhall Purchase Agreement) contains certain conditions related
to the purchase and sale of Common Stock. As a consequence of
Newhalls failure to satisfy the conditions for the Initial
Closing, including Newhalls failure to pay the purchase price for
the shares of Common Stock at the Initial Closing, the Company
terminated the Newhall Purchase Agreement on March 22, 2017, and
no shares of Common Stock were issued to Newhall. As a result, a
total of 1,416,305 shares were issued to the investors at the
Initial Closing. Up to 932,204 shares remain subject to issuance
at the Second Closing, if any, in connection with the receipt of
up to $4.4 million.
investor and industry conferences and presentations is attached
to
solely for purposes of this Item 7.01 disclosure. The information
being furnished and shall not be deemed filed for purposes
(the Exchange Act), or otherwise subject to the liabilities
Exhibit 99.1 attached hereto, shall not be incorporated by
amended or the Exchange Act, regardless of any incorporation by
deemed an admission as to the materiality of any
solely by Regulation FD.
|
Exhibit No.
|
Description
|
|
99.1
|
Caladrius Biosciences, Inc. Corporate Presentation,
March 2017 |
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 down -0.29 at 4.87 with 77,561 shares trading hands.