On June 4, 2021, Caladrius Biosciences, Inc., a Delaware corporation (the "Company"), reported that it entered into an At The Market Offering Agreement, dated June 4, 2021 (the "ATM Agreement") with H.C. Wainwright & Co., LLC ("Wainwright"), as sales agent, in connection with an "at the market offering" under which the Company from time to time may offer and sell shares of its common stock, par value $0.001 per share (the "Common Stock"), having an aggregate offering price of up to $50,000,000 (the "Shares") (Filing, 8-K, Caladrius Biosciences, JUN 4, 2021, View Source [SID1234583632]). Shares sold under the ATM Agreement will be offered and sold pursuant to the Company’s Registration Statement on Form S-3, which was initially filed on April 1, 2021 and which was declared effective by the Securities and Exchange Commission (the "SEC") on May 4, 2021 (Registration No. 333-254971) (the "Registration Statement") and a prospectus supplement that the Company expects to file with the SEC relating to the Shares shortly after the filing of this Current Report on Form 8-K.
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This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the Shares, nor shall there be any offer, solicitation or sale of the Shares in any state or country in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or country.
The opinion of the Company’s counsel regarding the validity of the Shares is filed as Exhibit 5.1 to this Current Report on Form 8-K. This opinion is also filed with reference to, and is hereby incorporated by reference into, the Registration Statement.
The Company cautions you that statements included in this Current Report on Form 8-K that are not a description of historical facts are forward-looking statements. These forward-looking statements include statements regarding the Company’s ability to sell Shares pursuant to the ATM Agreement. The inclusion of forward-looking statements should not be regarded as a representation by the Company that any of these statements, results or sales will be achieved or completed due in part to risks and uncertainties inherent in the Company’s business, including those described in the Company’s Form 10-K for the year ended December 31, 2020 filed with the SEC on February 25, 2021. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof, and the Company undertakes no obligation to revise or update this report to reflect events or circumstances after the date hereof. All forward-looking statements are qualified in their entirety by this cautionary statement. This caution is made under the safe harbor provisions of Section 21E of the Private Securities Litigation Reform Act of 1995.