September 15, 2016 8:38am

In a Private Placements, funded in two (2) tranches, including $5 M from Sanford Health to Support Type 1 Diabetes Candidate Development and $4 M in a Registered Direct Offering with Aspire Capital – what did you think the reverse was for … we all knew it was coming!

 

 

CLBS entered  into  Securities  Purchase  Agreements  with  several  accredited investors for the  sale of  4,449,153 shares of  its common  stock in  private placements of $21 M. Caladrius has a pre-existing relationship with each of these investors, including its now largest institutional shareholder and its strategic collaborator, Sanford Health. 

The private placements were priced at $4.72 per share of common stock, which represented the closing price of CLBS common stock on September 13, 2016. 

These private placements do not include any stock purchase warrants or any future price adjustments.  Sanford, which includes Sanford Research, a non-profit research organization focused on finding a cure for type 1 diabetes, agreed to invest $5 M in this transaction.

 

Each of the investors in the private placements will invest pro rata in two tranches:

  • $12.6 M  is expected to close-  on or about September  19, 2016, subject to satisfaction of  customary closing conditions, and
  • $8.4 M is  expected  to close  upon  the enrollment  of  70 patients  in  CLBS’ Ph2 Sanford Project: T-Rex  Study clinical trial for CLBS03  and the satisfaction of other customary closing conditions.
  • CLBS anticipates that it could achieve the enrollment of 70 patients as early as mid-2017.

 

Concurrently with  these  private  placements,  CLBS entered  into  a definitive  Securities  Purchase  Agreement  with  Aspire  Capital  Fund providing  for the sale  of 847,458 shares  of its  common stock in a registered direct offering for $4 M.  This offering was also priced at $4.72 per share of common  stock and  does not  include any  stock purchase warrants or  any future  price adjustments.

 

 

The Bottom Line: CLBS intends to use the net proceeds from the transactions for execution of the Company’s T-Rex Study, principal and interest payments on its loan from Oxford Finance, LLC, and working capital and general corporate purposes. A positive, the shares were offered directly to the investors without a placement agent or underwriter.

CLBS closed at $4.60 which was down -$0.12

SELL

 

The shares of common stock to be  sold in the private placement have not  been registered under  the Securities  Act  of 1933,  as amended  (the  “Securities Act”), or applicable state securities laws and accordingly may 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 Securities Act and  such applicable  state securities laws.  The Company  will file a registration statement  to cover the “resale”  of the shares of  common stock to be purchased in the private placement.