Caladrius Biosciences Closes $5.0 Million Registered Direct Offering Priced At-The-Market under Nasdaq Rules
April 27 2020 - 3:16PM
Caladrius Biosciences, Inc. (Nasdaq: CLBS) (“Caladrius” or the
“Company”), a clinical-stage biopharmaceutical company dedicated to
the development of cellular therapies designed to reverse, not
manage, disease, today announced that it has closed on its
previously announced sale of an aggregate of 2,162,166 shares of
its common stock to several institutional and accredited investors,
at a purchase price of $2.3125 per share, in a registered
direct offering priced at-the-market under Nasdaq rules. Under the
purchase agreement, Caladrius has also issued to the investors
unregistered warrants to purchase up to an aggregate of 1,081,083
shares of common stock.
H.C. Wainwright & Co. acted as the exclusive lead placement
agent for the offering. Brookline Capital Markets, a division of
Arcadia Securities, LLC, acted as co-placement agent for the
offering.
The warrants have an exercise price equal to $2.25 per share,
are exercisable immediately upon issuance and will expire five and
one-half years from the issuance date.
The Company currently intends to use the net proceeds from the
offering for working capital and general corporate purposes,
including the advancement of its CD34+ technology-based clinical
programs.
The shares of common stock described above were offered and sold
by the Company in a registered direct offering pursuant to a
“shelf” registration statement on Form S-3 (Registration No.
333-226319), including a base prospectus previously filed with, and
declared effective by the Securities and Exchange Commission (the
“SEC”) on August 2, 2018. The offering of the shares of common
stock was made only by means of a prospectus supplement that formed
a part of the registration statement. A final prospectus supplement
and base prospectus relating to the registered direct offering has
been filed with the SEC and will be available on the SEC's website
located at http://www.sec.gov. Electronic copies of the prospectus
supplement and the accompanying base prospectus may also be
obtained by contacting H.C. Wainwright & Co., LLC at 430 Park
Avenue, 3rd Floor, New York, NY 10022, by phone at 646-975-6996 or
e-mail at placements@hcwco.com.
The warrants described above were offered in a private placement
under Section 4(a)(2) of the Securities Act of 1933, as amended
(the "Act"), and Regulation D promulgated thereunder and, along
with the shares of common stock underlying the warrants, have not
been registered under the Act, or applicable state securities laws.
Accordingly, the warrants and the underlying shares of common stock
were not be offered or sold in the United States except pursuant to
an effective registration statement or an applicable exemption from
the registration requirements of the Act and such applicable state
securities laws.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of
these securities in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction.
About Caladrius BiosciencesCaladrius
Biosciences, Inc. is a clinical-stage biopharmaceutical company
dedicated to the development of cellular therapies designed to
reverse, not manage, cardiovascular disease. We are developing a
first- in-class cell therapy product that is based on the notion
that our body contains finely tuned mechanisms for self-repair. Our
technology leverages and enables these mechanisms in the form of
specific cells, using formulations and modes of delivery unique to
each medical indication.
The Company's current product candidates include three
developmental treatments for ischemic diseases based on its CD34+
cell therapy platform: CLBS12, recipient of SAKIGAKE designation
and eligible for early conditional approval in Japan for the
treatment of critical limb ischemia ("CLI") based on the results of
an ongoing clinical trial; CLBS16, the subject of a recently
completed positive Phase 2 clinical trial in the U.S. for the
treatment of coronary microvascular dysfunction ("CMD"); CLBS14, a
Regenerative Medicine Advanced Therapy ("RMAT") designated therapy
for which the Company has finalized with the U.S. Food and Drug
Administration (the "FDA") a protocol for a Phase 3 confirmatory
trial in subjects with no-option refractory disabling angina
("NORDA"); and CLBS119, a CD34+ cell therapy product candidate for
the repair of lung damage found in patients with severe COVID-19
infection who experienced respiratory failure, for which the
Company plans to initiate a clinical trial in the coming
months. For more information on the company, please
visit www.caladrius.com.
Safe Harbor for Forward Looking StatementsThis
press release contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements reflect management’s current
expectations, as of the date of this press release, and involve
certain risks and uncertainties. All statements other than
statements of historical fact contained in this press release are
forward-looking statements including, without limitation, all
statements related to the intended use of net proceeds from the
registered direct offering as well as any expectations of revenues,
expenses, cash flows, earnings or losses from operations, cash
required to maintain current and planned operations, capital or
other financial items; any statements of the plans, strategies and
objectives of management for future operations; any plans or
expectations with respect to product research, development and
commercialization, including regulatory approvals; any other
statements of expectations, plans, intentions or beliefs; and any
statements of assumptions underlying any of the foregoing. Without
limiting the foregoing, the words “plan,” “project,” “forecast,”
“outlook,” “intend,” “may,” “will,” “expect,” “likely,” “believe,”
“could,” “anticipate,” “estimate,” “continue” or similar
expressions or other variations or comparable terminology are
intended to identify such forward-looking statements, although some
forward-looking statements are expressed differently. Factors that
could cause future results to differ materially from the recent
results or those projected in forward-looking statements include
the “Risk Factors” described in the Company’s Annual Report on Form
10-K filed with the Securities and Exchange Commission (“SEC”) on
March 5, 2020 and in the Company’s other periodic filings with the
SEC. The Company’s further development is highly dependent on,
among other things, future medical and research developments and
market acceptance, which are outside of its control. You are
cautioned not to place undue reliance on forward-looking
statements, which speak only as of the date of this Press Release.
Caladrius does not intend, and disclaims any obligation, to update
or revise any forward-looking information contained in this Press
Release or with respect to the matters described herein, except as
required by law.
Contact:
Investors: Caladrius Biosciences, Inc. John Menditto Vice
President, Investor Relations and Corporate Communications
Phone: +1-908-842-0084
Email: jmenditto@caladrius.com
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