On July 10, 2020, Caladrius Biosciences, Inc. (the "Company") reported that it entered into a securities purchase agreement (the "Purchase Agreement") with certain accredited investors (the "Purchasers") (Filing, 8-K, Caladrius Biosciences, JUL 10, 2020, View Source [SID1234561812]). Pursuant to the terms of the Purchase Agreement, the Company agreed to sell to the Purchasers an aggregate of (i) 969,694 shares (the "Shares") of its common stock, par value $0.001 per share (the "Common Stock") and (ii) warrants to purchase up to an aggregate of 484,847 shares of Common Stock (the "Warrants"), at a purchase price equal to $2.0625 per share and accompanying Warrant. The Warrants are exercisable immediately upon issuance and will expire five and one-half years from the issuance date.

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The Purchase Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company, including for liabilities under the Securities Act of 1933, as amended (the "Securities Act"), termination provisions, and other obligations and rights of the parties. The representations, warranties and covenants contained in the Purchase Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties.

In connection with the offering, the Company entered into a Registration Rights Agreement (the "Registration Rights Agreement") with the Purchasers, pursuant to which the Company is obligated, among other things, to (i) file a registration statement with the U.S. Securities and Exchange Commission (the "SEC") following the closing of the offering for purposes of registering the Shares and the shares of Common Stock issuable upon the exercise of the Warrants (the "Warrant Shares") for resale by the Purchasers, (ii) use its commercially reasonable efforts to have the registration statement declared effective promptly after filing, and in any event no later than 90 days after the closing of the offering (or 120 days after the closing of the offering if the registration statement is reviewed by the SEC), and (iii) maintain the registration until all registrable securities (a) have been sold pursuant to the registration statement or Rule 144 or (b) may be sold pursuant to Rule 144 under the Securities Act, without restriction as to volume. The Registration Rights Agreement contains customary terms and conditions for a transaction of this type, including certain customary cash penalties on the Company for its failure to satisfy specified filing and effectiveness time periods.

The offering is exempt from registration pursuant to the exemption for transactions by an issuer not involving any public offering under Section 4(a)(2) the Securities Act and Regulation D under the Securities Act. The Shares, the Warrants and the Warrant Shares being sold and issued in connection with the Purchase Agreement are not registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from the registration requirements. Each purchaser will be an "accredited investor" as such term is defined in Rule 501(a) under the Securities Act. The Warrants are not and will not be listed for trading on any national securities exchange.

The net proceeds to the Company from the private placement are expected to be approximately $1.98 million, after deducting estimated offering expenses payable by the Company. The private placement is expected to close on or about July 13, 2020, subject to satisfaction of customary closing conditions.