UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED ~~September 30, 2021~~March 31, 2022


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period from __________________ to _________________________

Commission File Number 001-33650

CALADRIUS BIOSCIENCES, INC.

(Exact name of registrant as specified in its charter)


Delaware			22-2343568
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

110 Allen Road, 2nd Floor, Basking Ridge, New Jersey			07920
(Address of principal executive offices)			(zip code)

Registrant’s telephone number, including area code: 908-842-0100


Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	CLBS	The Nasdaq Capital Market

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act:

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated filer

☒

Smaller reporting company

☒

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.


Class	Outstanding as of ~~November 4, 2021~~May 5, 2022
Common stock, $0.001 par value per share	~~59,779,855~~60,518,478	shares

Index

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This quarterly report (this "Quarterly Report") contains “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995, as well as historical information. When used in this Quarterly Report, statements that are not statements of current or historical fact may be deemed to be forward-looking statements, including, without limitation, all statements related to 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. We remind readers that forward-looking statements are merely predictions and therefore inherently subject to uncertainties and other factors and involve known and unknown risks that could cause the actual results, performance, levels of activity or our achievements or industry results, to be materially different from any future results, performance, levels of activity or our achievements or industry results expressed or implied by such forward-looking statements. Factors that could cause our actual results to differ materially from anticipated results expressed or implied by forward-looking statements include, among others:

•our ability to complete the proposed merger with Cend Therapeutics, Inc. (“Cend”);

•our ability to obtain sufficient capital or strategic business arrangements to fund our operations and expansion plans, including meeting our financial obligations under various licensing and other strategic arrangements, the funding of our clinical trials for product candidates, and the commercialization of the relevant technology;

•our ability to build and maintain the management and human resources infrastructure necessary to support the growth of our business;

•whether a market is established for our cell-based products and services and our ability to capture a meaningful share of this market;

•scientific, regulatory and medical developments beyond our control;

•our ability to obtain and maintain, as applicable, appropriate governmental licenses, accreditations or certifications or to comply with healthcare laws and regulations or any other adverse effect or limitations caused by government regulation of our business;

•whether any of our current or future patent applications result in issued patents, the scope of those patents and our ability to obtain and maintain other rights to technology required or desirable for the conduct of our business; and our ability to commercialize products without infringing upon the claims of third-party patents;

•whether any potential strategic or financial benefits of various licensing agreements will be realized;

•our ability to diversify our pipeline of development product candidates, including our proposed merger with Cend, which could include an acquisition, merger, business combination, in-license or other strategic transaction, and whether any of such efforts will result in us entering into or completing any transaction or that any such transaction, if completed, will add to shareholder value;

•the results of our development activities;

•our ability to complete our other planned clinical trials (or initiate other trials) in accordance with our estimated timelines due to delays associated with enrolling patients due to the novelty of the treatment, the size of the patient population and the need of patients to meet the inclusion criteria of the trial or otherwise;

•the extent to which the COVID-19 ~~coronavirus~~pandemic may impact our business, including our clinical trials and financial condition;

•our ability to maintain the listing of our common stock on the Nasdaq Capital Market; and

•other factors discussed in "Risk Factors" in our Annual Report on Form 10-K filed with the Securities and Exchange Commission (the "SEC") on ~~February 25, 2021~~March 22, 2022 (our ~~"2020~~"2021 Form 10-K").

Index

The factors discussed herein, including those risks described in "Item 1A. Risk Factors" and elsewhere in our ~~2020~~2021 Form 10-K and in our other periodic filings with the SEC, which are available for review at www.sec.gov, could cause actual results and developments to be materially different from those expressed or implied by such statements. All forward-looking statements attributable to us are expressly qualified in their entirety by these and other factors. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date they were made. Except as required by law, we undertake no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

Index

TABLE OF CONTENTS


	PART I- FINANCIAL INFORMATION	Page No.
Item 1.	Financial Statements:	5
	Consolidated Balance Sheets at ~~September~~March ~~30, 2021~~3 1 , 202 2 (unaudited) and December 31, ~~2020~~20 21	5
	Consolidated Statements of Operations for the three ~~and~~ ~~nine~~months ended ~~September~~March ~~30, 2021~~3 1 , 202 2 and ~~2020~~202 1 (unaudited)	6
	Consolidated Statements of Comprehensive Loss for the three ~~and~~ ~~nine~~months ended ~~September~~March ~~30, 2021~~3 1 , 202 2 and ~~2020~~202 1 (unaudited)	7
	Consolidated Statements of Equity for the three ~~and~~ ~~nine~~months ended ~~September~~March ~~30, 2021~~3 1 , 202 2 and ~~2020~~202 1 (unaudited)	8
	Consolidated Statements of Cash Flows for the ~~nine~~three months ended ~~September~~March ~~30, 2021~~3 1 , 202 2 and ~~2020~~202 1 (unaudited)	109
	Notes to Unaudited Consolidated Financial Statements	1110
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2221
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	28
Item 4.	Controls and Procedures	28
	PART II- OTHER INFORMATION
Item 1.	Legal Proceedings	2930
Item 1A.	Risk Factors	2930
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2932
Item 3.	Defaults Upon Senior Securities	2933
Item 4.	Mine Safety Disclosures	2933
Item 5.	Other Information	2933
Item 6.	Exhibits	2933
	Signatures	3034

Index

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CALADRIUS BIOSCIENCES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)


		September 30, 2021		December 31, 2020			March 31, 2022		December 31, 2021
ASSETS	ASSETS	(Unaudited)				ASSETS	(Unaudited)
Cash and cash equivalents	Cash and cash equivalents	$	12,772	$	16,512	Cash and cash equivalents	$	12,747	$	24,647
Marketable securities	Marketable securities	87,377		18,061		Marketable securities	75,772		70,323
Prepaid and other current assets	Prepaid and other current assets	1,958		758		Prepaid and other current assets	2,181		1,212
Total current assets	Total current assets	102,107		35,331		Total current assets	90,700		96,182
Property and equipment, net	Property and equipment, net	70		57		Property and equipment, net	55		62
Other assets	Other assets	361		614		Other assets	708		764
Total assets	Total assets	$	102,538	$	36,002	Total assets	$	91,463	$	97,008

LIABILITIES AND STOCKHOLDERS' EQUITY	LIABILITIES AND STOCKHOLDERS' EQUITY					LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities	Liabilities					Liabilities
Accounts payable	Accounts payable	$	768	$	1,020	Accounts payable	$	697	$	1,934
Accrued liabilities	Accrued liabilities	3,304		2,486		Accrued liabilities	2,104		2,589
Total current liabilities	Total current liabilities	4,072		3,506		Total current liabilities	2,801		4,523
Other long-term liabilities	Other long-term liabilities	53		254		Other long-term liabilities	421		485
Total liabilities	Total liabilities	4,125		3,760		Total liabilities	3,222		5,008
Commitments and Contingencies	Commitments and Contingencies	0		0		Commitments and Contingencies	0		0

Stockholders' Equity	Stockholders' Equity					Stockholders' Equity
Preferred stock, authorized, 20,000,000 shares Series B convertible redeemable preferred stock liquidation value, 0.001 share of common stock, $0.01 par value; 825,000 shares designated; issued and outstanding, 10,000 shares at September 30, 2021 and December 31, 2020, respectively		—		—
Common stock, $0.001 par value, authorized 500,000,000 shares; issued 59,790,935 and 19,389,413 shares at September 30, 2021 and December 31, 2020, respectively; and outstanding, 59,779,855 and 19,378,333 shares at September 30, 2021 and December 31, 2020, respectively		60		19
Preferred stock, authorized, 20,000,000 shares Series B convertible redeemable preferred stock liquidation value, 0.001 share of common stock, $0.01 par value; 825,000 shares designated; issued and outstanding, 10,000 shares at March 31, 2022 and December 31, 2021, respectively						Preferred stock, authorized, 20,000,000 shares Series B convertible redeemable preferred stock liquidation value, 0.001 share of common stock, $0.01 par value; 825,000 shares designated; issued and outstanding, 10,000 shares at March 31, 2022 and December 31, 2021, respectively	—		—
Common stock, $0.001 par value, authorized 500,000,000 shares; issued 60,544,144 and 59,800,792 shares at March 31, 2022 and December 31, 2021, respectively; and outstanding, 60,533,064 and 59,789,712 shares at March 31, 2022 and December 31, 2021, respectively						Common stock, $0.001 par value, authorized 500,000,000 shares; issued 60,544,144 and 59,800,792 shares at March 31, 2022 and December 31, 2021, respectively; and outstanding, 60,533,064 and 59,789,712 shares at March 31, 2022 and December 31, 2021, respectively	61		60
Additional paid-in capital	Additional paid-in capital	545,601		458,748		Additional paid-in capital	546,580		545,988
Treasury stock, at cost; 11,080 shares at September 30, 2021 and December 31, 2020		(708)		(708)
Treasury stock, at cost; 11,080 shares at March 31, 2022 and December 31, 2021						Treasury stock, at cost; 11,080 shares at March 31, 2022 and December 31, 2021	(708)		(708)
Accumulated deficit	Accumulated deficit	(446,222)		(425,550)		Accumulated deficit	(457,242)		(453,016)
Accumulated other comprehensive loss	Accumulated other comprehensive loss	(64)		(13)		Accumulated other comprehensive loss	(196)		(70)
Total Caladrius Biosciences, Inc. stockholders' equity	Total Caladrius Biosciences, Inc. stockholders' equity	98,667		32,496		Total Caladrius Biosciences, Inc. stockholders' equity	88,495		92,254
Noncontrolling interests		(254)		(254)
Non-controlling interests						Non-controlling interests	(254)		(254)
Total stockholders' equity	Total stockholders' equity	98,413		32,242		Total stockholders' equity	88,241		92,000
Total liabilities and stockholders' equity		$	102,538	$	36,002
Total liabilities, non-controlling interests and stockholders' equity						Total liabilities, non-controlling interests and stockholders' equity	$	91,463	$	97,008

See accompanying notes to consolidated financial statements.

Index

CALADRIUS BIOSCIENCES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(In thousands, except per share data)


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2021		2020		2021		2020				2022		2021
Operating Expenses:	Operating Expenses:									Operating Expenses:
Research and development	Research and development	$	4,125	$	3,029	$	13,530	$	6,346	Research and development		$	3,278	$	5,076
General and administrative	General and administrative	2,843		2,321		8,671		7,353		General and administrative		3,342		3,010
Total operating expenses	Total operating expenses	6,968		5,350		22,201		13,699		Total operating expenses		6,620		8,086

Operating loss	Operating loss	(6,968)		(5,350)		(22,201)		(13,699)		Operating loss		(6,620)		(8,086)

Other income (expense):	Other income (expense):									Other income (expense):
Investment income, net	Investment income, net	41		25		111		118		Investment income, net		63		23
Other expense, net	Other expense, net	—		—		(90)		—		Other expense, net		(148)		—
Total other income (expense)		41		25		21		118
Total other (expense) income										Total other (expense) income		(85)		23

Net loss before benefit from income taxes and noncontrolling interests	Net loss before benefit from income taxes and noncontrolling interests	(6,927)		(5,325)		(22,180)		(13,581)		Net loss before benefit from income taxes and noncontrolling interests		(6,705)		(8,063)
Benefit from income taxes	Benefit from income taxes	—		—		(1,508)		(10,872)		Benefit from income taxes		(2,479)		—
Net loss		$	(6,927)	$	(5,325)	$	(20,672)	$	(2,709)
Less - net income attributable to noncontrolling interests		—		2		—		10

Net loss attributable to Caladrius Biosciences, Inc. common stockholders	Net loss attributable to Caladrius Biosciences, Inc. common stockholders	$	(6,927)	$	(5,327)	$	(20,672)	$	(2,719)	Net loss attributable to Caladrius Biosciences, Inc. common stockholders		$	(4,226)	$	(8,063)

Basic and diluted loss per share	Basic and diluted loss per share									Basic and diluted loss per share
Caladrius Biosciences, Inc. common stockholders	Caladrius Biosciences, Inc. common stockholders	$	(0.12)	$	(0.29)	$	(0.38)	$	(0.19)	Caladrius Biosciences, Inc. common stockholders		$	(0.07)	$	(0.19)

Weighted average common shares outstanding	Weighted average common shares outstanding									Weighted average common shares outstanding
Basic and diluted shares	Basic and diluted shares	59,614		18,597		53,811		14,116		Basic and diluted shares		60,560		42,117

See accompanying notes to consolidated financial statements.

Index

CALADRIUS BIOSCIENCES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(Unaudited)

(In thousands)


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2021		2020		2021		2020				2022		2021
Net loss	Net loss	$	(6,927)	$	(5,325)	$	(20,672)	$	(2,709)	Net loss		$	(4,226)	$	(8,063)

Other comprehensive loss:	Other comprehensive loss:									Other comprehensive loss:
Available for sale securities - net unrealized loss	Available for sale securities - net unrealized loss	(47)		(14)		(51)		(14)		Available for sale securities - net unrealized loss		(126)		(59)
Total other comprehensive loss	Total other comprehensive loss	(47)		(14)		(51)		(14)		Total other comprehensive loss		(126)		(59)

Comprehensive loss		(6,974)		(5,339)		(20,723)		(2,723)

Comprehensive income attributable to noncontrolling interests		—		2		—		10

Comprehensive loss attributable to Caladrius Biosciences, Inc. common stockholders	Comprehensive loss attributable to Caladrius Biosciences, Inc. common stockholders	$	(6,974)	$	(5,341)	$	(20,723)	$	(2,733)	Comprehensive loss attributable to Caladrius Biosciences, Inc. common stockholders		$	(4,352)	$	(8,122)

See accompanying notes to consolidated financial statements.

Index

CALADRIUS BIOSCIENCES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EQUITY

(Unaudited)

(In thousands)


		Series B Convertible Preferred Stock			Common Stock			Additional Paid in Capital				Accumulated Other Comprehensive Loss		Accumulated Deficit				Treasury Stock				Total Caladrius Biosciences, Inc. Stockholders' Equity		Non- Controlling Interest in Subsidiary				Total Equity
		Shares	Amount		Shares	Amount
Balance at June 30, 2021		10	$	—	59,529	$	60			$	544,893					$	(17)			$	(439,295)					$	(708)							$	104,933			$	(254)			$	104,679

																																Series B Convertible Preferred Stock								Common Stock						Additional Paid-in Capital				Accumulated Other Comprehensive Loss		Accumulated Deficit				Treasury Stock				Total Caladrius Biosciences, Inc. Stockholders' Equity				Non- Controlling Interest in Subsidiary				Total Equity
																																Shares				Amount				Shares				Amount
Balance at December 31, 2021																														Balance at December 31, 2021		10				$	—			59,801				$	60			$	545,988					$	(70)			$	(453,016)			$	(708)			$	92,254			$	(254)	$	92,000

Net loss	Net loss	—	—		—	—		—				—		(6,927)				—				(6,927)		—				(6,927)			Net loss		—				—				—				—		—				—		(4,226)				—				(4,226)				—				(4,226)
Unrealized loss on marketable securities	Unrealized loss on marketable securities	—	—		—	—		—				(47)		—				—				(47)		—				(47)			Unrealized loss on marketable securities		—				—				—				—		—				(126)		—				—				(126)				—				(126)
Share-based compensation	Share-based compensation	—	—		262	—		708				—		—				—				708		—				708			Share-based compensation		—				—				743				1		592				—		—				—				593				—				593

Balance at September 30, 2021		10	$	—	59,791	$	60	$	545,601			$	(64)	$	(446,222)			$	(708)			$	98,667	$	(254)			$	98,413
Balance at March 31, 2022																														Balance at March 31, 2022		10				$	—			60,544				$	61	$	546,580			$	(196)	$	(457,242)			$	(708)			$	88,495			$	(254)			$	88,241

		Series B Convertible Preferred Stock			Common Stock			Additional Paid in Capital				Accumulated Other Comprehensive Loss		Accumulated Deficit				Treasury Stock				Total Caladrius Biosciences, Inc. Stockholders' Equity		Non- Controlling Interest in Subsidiary				Total Equity
		Shares	Amount		Shares	Amount
Balance at December 31, 2020		10	$	—	19,389	$	19			$	458,748					$	(13)			$	(425,550)					$	(708)							$	32,496			$	(254)			$	32,242

Net loss		—	—		—	—		—				—		(20,672)				—				(20,672)		—				(20,672)
Unrealized loss on marketable securities		—	—		—	—		—				(51)		—				—				(51)		—				(51)
Share-based compensation		—	—		535	—		1,391				—		—				—				1,391		—				1,391
Net proceeds from issuances of common stock and warrants		—	—		39,860	41		85,438				—		—				—				85,479		—				85,479
Proceeds from option exercises		—	—		7	—		24				—		—				—				24		—				24

Balance at September 30, 2021		10	$	—	59,791	$	60	$	545,601			$	(64)	$	(446,222)			$	(708)			$	98,667	$	(254)			$	98,413

~~Index~~


		Series B Convertible Preferred Stock			Common Stock			Additional Paid in Capital				Accumulated Other Comprehensive Loss		Accumulated Deficit				Treasury Stock				Total Caladrius Biosciences, Inc. Stockholders' Equity		Non- Controlling Interest in Subsidiary				Total Equity
		Shares	Amount		Shares	Amount
Balance at June 30, 2020		10	$	—	15,585	$	16			$	449,302					$	(7)			$	(414,792)					$	(708)							$	33,811			$	(255)			$	33,556
Net loss		—	—		—	—		—				—		(5,327)				—				(5,327)		2				(5,325)
Unrealized loss on marketable securities		—	—		—	—		—				(5)		—				—				(5)		—				(5)
Share-based compensation		—	—		(25)	—		229				—		—				—				229		—				229
Net proceeds from issuances of common stock and warrants		—	—		3,847	3		9,029				—		—				—				9,032		—				9,032

Balance at September 30, 2020		10	$	—	19,407	$	19	$	458,560			$	(12)	$	(420,119)			$	(708)			$	37,740	$	(253)			$	37,487

		Series B Convertible Preferred Stock			Common Stock			Additional Paid in Capital				Accumulated Other Comprehensive Income (Loss)		Accumulated Deficit				Treasury Stock				Total Caladrius Biosciences, Inc. Stockholders' Equity		Non- Controlling Interest in Subsidiary				Total Equity
		Shares	Amount		Shares	Amount
Balance at December 31, 2019		10	$	—	10,529	$	11			$	438,911					$	2			$	(417,400)					$	(708)							$	20,816			$	(263)			$	20,553

																																Series B Convertible Preferred Stock								Common Stock						Additional Paid-in Capital				Accumulated Other Comprehensive Income (Loss)		Accumulated Deficit				Treasury Stock				Total Caladrius Biosciences, Inc. Stockholders' Equity				Non- Controlling Interest in Subsidiary				Total Equity
																																Shares				Amount				Shares				Amount
Balance at December 31, 2020																														Balance at December 31, 2020		10				$	—			19,389				$	19			$	458,748					$	(13)			$	(425,550)			$	(708)			$	32,496			$	(254)	$	32,242

Net loss	Net loss	—	—		—	—		—				—		(2,719)				—				(2,719)		10				(2,709)			Net loss		—				—				—				—		—				—		(8,063)				—				(8,063)				—				(8,063)
Unrealized loss on marketable securities	Unrealized loss on marketable securities	—	—		—	—		—				(14)		—				—				(14)		—				(14)			Unrealized loss on marketable securities		—				—				—				—		—				(59)		—				—				(59)				—				(59)
Share-based compensation	Share-based compensation	—	—		81	—		942				—		—				—				942		—				942			Share-based compensation		—				—				273				—		413				—		—				—				413				—				413
Net proceeds from issuances of common stock and warrants	Net proceeds from issuances of common stock and warrants	—	—		8,797	8		18,707				—		—				—				18,715		—				18,715			Net proceeds from issuances of common stock and warrants		—				—				39,841				41		85,416				—		—				—				85,457				—				85,457
Proceeds from option exercises																														Proceeds from option exercises		—				—				7				—		24				—		—				—				24				—				24

Balance at March 31, 2021																														Balance at March 31, 2021		10				$	—			59,510				$	60	$	544,601			$	(72)	$	(433,613)			$	(708)			$	110,268			$	(254)			$	110,014

Balance at September 30, 2020		10	$	—	19,407	$	19	$	458,560			$	(12)	$	(420,119)			$	(708)			$	37,740	$	(253)			$	37,487

See accompanying notes to consolidated financial statements.

Index

CALADRIUS BIOSCIENCES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)


		Nine Months Ended September 30,					Three Months Ended March 31,
		2021		2020			2022		2021
Cash flows from operating activities:	Cash flows from operating activities:					Cash flows from operating activities:
Net loss	Net loss	$	(20,672)	$	(2,709)	Net loss	$	(4,226)	$	(8,063)
Adjustments to reconcile net loss to net cash used in operating activities:	Adjustments to reconcile net loss to net cash used in operating activities:					Adjustments to reconcile net loss to net cash used in operating activities:
Share-based compensation	Share-based compensation	1,639		1,090		Share-based compensation	760		597
Depreciation and amortization	Depreciation and amortization	47		46		Depreciation and amortization	7		16

Accretion on marketable securities	Accretion on marketable securities	1,925		172		Accretion on marketable securities	515		323
Changes in operating assets and liabilities:	Changes in operating assets and liabilities:					Changes in operating assets and liabilities:
Prepaid and other current assets	Prepaid and other current assets	(1,199)		(174)		Prepaid and other current assets	(969)		(1,763)
Other assets	Other assets	252		387		Other assets	57		81
Accounts payable, accrued liabilities and other liabilities	Accounts payable, accrued liabilities and other liabilities	367		(2,068)		Accounts payable, accrued liabilities and other liabilities	(1,786)		834
Net cash used in operating activities	Net cash used in operating activities	(17,641)		(3,256)		Net cash used in operating activities	(5,642)		(7,975)
Cash flows from investing activities:	Cash flows from investing activities:					Cash flows from investing activities:
Purchase of marketable securities	Purchase of marketable securities	(137,329)		(21,819)		Purchase of marketable securities	(26,546)		(75,911)
Sale of marketable securities	Sale of marketable securities	66,035		13,646		Sale of marketable securities	20,456		10,821
Purchase of property and equipment		(60)		(14)

Net cash used in investing activities	Net cash used in investing activities	(71,354)		(8,187)		Net cash used in investing activities	(6,090)		(65,090)
Cash flows from financing activities:	Cash flows from financing activities:					Cash flows from financing activities:
Proceeds from exercise of options	Proceeds from exercise of options	24		—		Proceeds from exercise of options	—		24
Tax withholding payments on net share settlement equity awards	Tax withholding payments on net share settlement equity awards	(248)		(148)		Tax withholding payments on net share settlement equity awards	(168)		(184)
Net proceeds from issuance of common stock	Net proceeds from issuance of common stock	85,479		18,715		Net proceeds from issuance of common stock	—		85,457

Net cash provided by financing activities		85,255		18,567
Net cash (used in) provided by financing activities						Net cash (used in) provided by financing activities	(168)		85,297
Net (decrease) increase in cash and cash equivalents	Net (decrease) increase in cash and cash equivalents	(3,740)		7,124		Net (decrease) increase in cash and cash equivalents	(11,900)		12,232
Cash and cash equivalents at beginning of period	Cash and cash equivalents at beginning of period	16,512		14,032		Cash and cash equivalents at beginning of period	24,647		16,512
Cash and cash equivalents at end of period	Cash and cash equivalents at end of period	$	12,772	$	21,156	Cash and cash equivalents at end of period	$	12,747	$	28,744

See accompanying notes to consolidated financial statements.

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CALADRIUS BIOSCIENCES, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Note 1 – The Business

Overview

Caladrius Biosciences, Inc. (“we,” “us,” "our," “Caladrius” or the “Company”) is a clinical-stage biopharmaceutical company dedicated to the development of treatments and reversal of severe diseases. The Company is developing what are intended to be first-in-class therapeutics based on the characteristics of naturally occurring CD34+ cells and their ability to stimulate the growth of new microvasculature. Its technology is intended to leverage these cells to enable the body's natural repair mechanisms using formulations unique to each medical indication.

The Company's leadership team has decades of collective biopharmaceutical product development ~~experience.~~experience in a variety of therapeutic categories. Its goal is to develop and commercialize products that address important unmet medical needs based on a broad and versatile portfolio of candidates. The Company’s current product candidates include:

•XOWNA® (CLBS16), the subject of both a ~~recently~~ completed positive Phase 2a study (ESCaPE-CMD) and ~~a newly initiated~~an ongoing follow on Phase 2b study (FREEDOM Trial) ~~study~~ in the United States for the treatment of coronary microvascular dysfunction (“CMD”);

•~~HONEDRA~~®HONEDRA® (CLBS12), recipient of SAKIGAKE designation ~~and eligible for~~pursuant to which early conditional approval in Japan for the treatment of critical limb ischemia (“CLI”) and Buerger’s disease is being sought based on the current results of a clinical trial ~~being~~ executed in Japan. ~~Additionally, CLBS12~~HONEDRA® was the recipient of orphan drug designation in March 2021 from the U.S. Food and Drug Administration ~~("FDA"~~(“FDA”) for Buerger's disease; and

•CLBS201, the subject of a study designed to assess the safety and efficacy of CD34+ cell therapy as a treatment for patients with chronic kidney disease related to type 2 diabetes (diabetic kidney disease or “DKD”).

•On April 26, 2022, the Company and Cend Therapeutics, Inc., a Delaware corporation (“Cend”), entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”), pursuant to which, among other matters, and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, a wholly-owned subsidiary of Caladrius will merge with and into Cend, with Cend surviving as a wholly-owned subsidiary of the Company (the “Merger”), subject to the terms of the Merger Agreement and stockholder approval of the transaction. Under the exchange ratio formula, as of immediately after the Merger, the former Cend stockholders are expected to own approximately 50% of the outstanding shares of Caladrius Common Stock and the Company’s stockholders as of immediately prior to the Merger are expected to own approximately 50% of the outstanding shares of Caladrius Common Stock. The actual allocation will be subject to adjustment based on our net cash balance at the time of closing and the amount of any transaction expenses of Cend in excess of $250 thousand at the time of closing. See Note 12 below for more information regarding the Merger and related transactions.

Ischemic Repair (CD34 Cell Technology)

The CD34+ cell was discovered as a result of the deliberate search for a cell capable of stimulating the development and/or repair of blood vessels. All tissues in the body maintain their function by replacing cells over time. In addition to the maintenance function, the body must also be capable of building new blood vessels after injury. A CD34+ cell is an endothelial progenitor cell that has the ability to stimulate new blood vessel formation at the level of the microvasculature. No other native cell discovered to date has demonstrated this same capability.

The Company's proprietary cell technology using autologous (a patient’s own naturally occurring) CD34+ cells has led to the development of therapeutic product candidates designed to address diseases and conditions caused by ischemia. Ischemia occurs when the supply of oxygenated blood to healthy tissue is ~~restricted.~~restricted or reduced. Through the administration of CD34+ cells, ~~the Company~~Caladrius seeks to promote the development and formation of new microvasculature and thereby increase blood flow to the impacted area. The Company believes that a number of conditions caused by underlying ischemic injury can be improved through ~~our~~its CD34+ cell technology including but not limited to Buerger's disease, CLI, CMD, and DKD.

XOWNA® for Treatment of Coronary Microvascular Dysfunction

In 2017, with the assistance of a $1.9 million grant from the National Institutes of Health (Award Number R44HL135889), the Company initiated its program for ~~XOWNA~~®XOWNA® for the treatment of CMD, a disease that afflicts as many as ~~1.5~~1.6 million patients in the ~~U.S.~~United States alone, with no current targeted treatment options. That study, the ESCaPE-CMD Trial, was a Phase 2a proof-of-concept open label study that enrolled patients at the Mayo Clinic in Rochester, MN and Cedars-Sinai Medical Center in Los Angeles, CA. Those data showed a positive therapeutic effect with a statistically significant improvement in

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angina frequency, coronary flow reserve, Canadian Cardiovascular Society Angina Class and Seattle Angina Questionnaire scores, as well as an acceptable safety profile. The full data set from that study was presented at the SCAI 2020 Scientific Sessions Virtual Conference on May 14, 2020 by Dr. Timothy Henry, FACC, of the Christ Hospital in Cincinnati, Ohio. In December 2020, the Company commenced enrollment in its Phase 2b FREEDOM Trial of ~~XOWNA~~®XOWNA®, a double-blind, randomized and placebo-controlled clinical trial designed to further evaluate the efficacy and safety of intracoronary artery delivery of autologous CD34+ cells in subjects with CMD and without obstructive coronary artery disease. While early enrollment proceeded to plan with the first patient treated in January 2021, the impact of the COVID-19 pandemic contributed to a general slowing of ~~enrollment.~~enrollment, including supply chain disruptions affecting the availability of qualified catheters used in the diagnosis of CMD and/or administration of XOWNA®. Protocol amendments to the initial FREEDOM Trial protocol, as agreed to by the FDA, were implemented with the goal of enhancing breadth and speed of subject enrollment. ~~Actual improvement~~

HONEDRA® for Treatment of Critical Limb Ischemia

The Company's randomized, open-label, registration-eligible study of HONEDRA® in Japan for the treatment of CLI and Buerger's disease has, to date, demonstrated positive trends in both safety and efficacy. The HONEDRA® study's enrollment, ~~rate will be assessed during~~however, has been significantly curtailed by the ~~fourth quarter~~COVID-19 pandemic's impact in Japan, including the States of Emergency in Japan that have persisted for much of 2020 and 2021. ~~As part~~Due to the significant and continued operational and financial burden incurred as a result of ~~program optimization,~~these COVID-19 delays, coupled with the unpredictability of the timing of site enrollment re-initiation, Caladriussuspended further enrollment and is focusing its efforts on consummating a partnership for the product in Japan. Such a partnership may become the basis for the completion of development and registration of HONEDRA® in Japan and may include the completion of enrollment of the four remaining no-option CLI subjects stipulated in the original protocol, if necessary, and/or exploration of the possibility of submitting the existing data to Japan's Pharmaceuticals and Medical Devices Agency (“PMDA”) under Japan's regenerative medicine regulations, which allow for conditional approval of innovative regenerative medicine products. Despite receipt from FDA in March 2021 of orphan designation in the U.S. for CLBS12 as a potential treatment for Buerger's disease, based on a response from the FDA in October 2021 regarding a development plan for U.S. registration the Company ~~convened an advisory board meeting of key opinion leaders~~decided not to pursue United States development in ~~the fields~~

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~~of cardiology, drug development, and payer access and reimbursement in mid-October 2021 with the objective of assuring the most efficient and effective development program for XOWNA~~®.Buerger's disease at this time.

CLBS201 for Treatment of Diabetic Kidney Disease

Progressive kidney failure is associated with attrition of the microcirculation of the kidney. Pre-clinical studies in kidney disease and injury models have demonstrated that protection or replenishment of the microcirculation results in improved kidney function. Based on these observations, the Company proposed an initial development plan for CLBS201 contemplating an adaptive design. However, after multiple conversations with key opinion leaders in the fields of nephrology and drug development, the Company has elected to move forward with a Phase 1,1b, open-label, proof-of-concept trial evaluating CLBS201 dosed via intra-renal artery injections in subjects with DKD. This ~~new~~ protocol ~~pending approval of the Institutional Review Board (the "IRB"),~~ is expected to include six subjects in total with the first two subjects sequentially dosed and followed for a two-week safety observation period. Clearance by the independent Data Safety Monitoring Board (“DSMB”) overseeing the study will then permit the treatment of the next four patients, with all patients being followed for safety and therapeutic effect. A ~~key~~ read-out of data will occur after at the six-month follow-up visit for all patients. ~~The Company projects enrollment of this study will begin in the first quarter of 2022.~~ A key criterion for continued development of CLBS201 will be its ability to demonstrate a therapeutic effect that will make it competitive in the field of DKD treatment, i.e., kidney function regeneration, as indicated by increased glomerular filtration rate.

~~HONEDRA~~® ~~for Treatment of Critical Limb Ischemia~~

~~The Company's randomized, open-label, registration-eligible study of HONEDRA~~® in Japan for the treatment of CLI and Buerger's disease continues to demonstrate positive trends in both safety and efficacy. These data remain consistent with the efficacy and safety from previously published clinical trials in Japan. The HONEDRA® study's enrollment, however, has been significantly curtailed by the COVID-19 pandemic's impact in Japan, including the States of Emergency in Japan that have persisted for much of the past 18 months. Due to the significant and continued operational and financial burden incurred as a result of these COVID-19 delays, coupled with the unpredictability of the timing of site enrollment re-initiation, the Company is suspending further enrollment and focusing its efforts on consummating a partnership with a Japanese company that could complete the study enrollment of the three remaining no-option CLI subjects and/or explore the possibility of submitting the existing data to Japan's Pharmaceuticals and Medical Devices Agency ("PMDA") under the SAKIGAKE designation, which allows for accelerated approval of innovative medical products. Also, as previously noted, in March 2021 CLBS12 was awarded an orphan designation in the U.S. by FDA as a potential treatment for Buerger's disease. However, based on a recent response from the FDA regarding a development plan for U.S. registration, As announced recently, the Company has ~~decided not to pursue U.S. development~~treated the first patient in ~~Buerger's disease at this time.~~

the CLBS201 proof-of-concept study and targets treatment completion for all six subjects during the third quarter of 2022.

Additional Out-licensing Opportunities and Pipeline Diversification

The Company's broad intellectual property portfolio of cell therapy assets includes notable programs available for out-licensing in order to continue their clinical development. The Company's current long-term strategy focuses on advancing its therapies through development with the ultimate objective of obtaining market authorizations and entering commercialization, either alone or with partners, to provide treatment options to patients suffering from life-threatening medical conditions. The Company believes that it is well-positioned to realize potentially meaningful value increases within its own proprietary pipeline if it is successful in advancing its product candidates to their next significant development milestones.

In addition, the Company further desires to diversify its pipeline of development products candidates and is exploring a range of strategic transactions in furtherance of that goal. The Company has taken, and intends to continue to take, active steps to identify assets and/or companies for acquisition and/or partnership that would enhance and de-risk its current development portfolio. Such assets could target indications beyond cardiovascular disease as well as product categories outside of cell therapy. The range of possible transactions includes an acquisition, merger, business combination, in-license or other strategic transaction, any of which could result in the issuance of securities that could significantly dilute the shares of its existing stockholders. There can be no assurance that this exploration of strategic alternatives will result in Caladrius entering into or completing any transaction or that such transaction, if completed, will add to shareholder value.

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Coronavirus Considerations

In December 2019, a novel strain of coronavirus (SARS-CoV-2), which causes COVID-19, was reported to have surfaced in China. In March 2020, the World Health Organization declared the outbreak of COVID-19 to be a pandemic, and the world's economies began to experience pronounced effects. Despite the FDA approval of multiple COVID-19 vaccines in late 2020, there remains uncertainty around the extent and duration of disruption and any future related financial impact cannot reasonably be estimated at this time. In response to the COVID-19 pandemic, the Company ~~has~~ implemented a universal work from home policy as well as stringent social distancing and other hygiene policies for employees when they must be in the office. The Company's clinical study of HONEDRA® in Japan has experienced significant delays in enrollment due to the ~~“State~~States of ~~Emergency”~~Emergency in effect in Japan for most of 2020 ~~and reimplemented in Japan on January 7, 2021 through March 21,~~ 2021 covering Tokyo and other regions in response to an increased number of COVID-19 ~~patients. Due to reported increases in COVID-19 cases and a low rate of vaccination in Japan, a "State of Emergency" was renewed on April 25, 2021 through May 11, 2021 and then~~

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~~reimplemented in Tokyo from July 12, 2021 through September 30, 2021. We expect~~infections. With the Company's expectation that COVID-19 in Japan ~~will~~would continue to impact negatively ~~impact~~clinical site operations and enrollment of patients in the HONEDRA® clinical ~~trial.~~trial, it elected to suspend trial enrollment, seek a development partner and consult with the Japanese regulatory authorities regarding the submission of patient data already accrued. Caladrius' phase 2b trial of XOWNA® in the U.S. has also experienced delays in enrolling patients as a result of COVID-19.

Basis of Presentation

The accompanying unaudited Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X of the SEC for interim financial information. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, the accompanying Consolidated Financial Statements of the Company and its subsidiaries, which are unaudited, include all normal and recurring adjustments considered necessary to present fairly the Company’s financial position as of ~~September 30, 2021,~~March 31, 2022, and the results of its operations and its cash flows for the periods presented. The unaudited consolidated financial statements herein should be read together with the historical consolidated financial statements of the Company for the years ended December 31, ~~2020~~2021 and ~~2019~~2020 included in our ~~2020~~2021 Form 10-K. Operating results for the three ~~and nine~~ months ended ~~September 30, 2021~~March 31, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, ~~2021.~~2022.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements. Estimates also affect the reported ~~amount~~amounts of expenses during the reporting period. The Company bases its estimates on historical experience and other assumptions believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. The Company makes critical estimates and assumptions in determining stock-based awards values. Accordingly, actual results could differ from those estimates and assumptions.

Principles of Consolidation

The Consolidated Financial Statements include the accounts of Caladrius Biosciences, Inc. and its wholly owned and majority owned subsidiaries and affiliates. All intercompany activities have been eliminated in consolidation.

Note 2 – Summary of Significant Accounting Policies

In addition to the policies below, the Company's significant accounting policies are described in Note 2 of the Notes to Consolidated Financial Statements included in its ~~2020~~2021 Form 10-K. There were no changes to these policies during the three ~~and nine~~ months ended ~~September 30, 2021.~~March 31, 2022.

Concentration of Risks

The Company is subject to credit risk from its portfolio of cash, cash equivalents and marketable securities. Under its investment policy, the Company limits amounts invested in such securities by credit rating, maturity, industry group, investment type and issuer, except for securities issued by the U.S. government. Cash is held at major banks in the United States. Therefore, the Company is not exposed to any significant concentrations of credit risk from these financial instruments. The goals of the Company's investment policy, in order of priority, are as follows: safety and preservation of principal and diversification of risk, liquidity of investments sufficient to meet cash flow requirements, and a competitive after-tax rate of return.

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Share-Based Compensation

The Company expenses all share-based payment awards to employees, directors, and consultants, including grants of stock options, warrants, and restricted stock, over the requisite service period based on the grant date fair value of the awards. Consultant awards are remeasured each reporting period through vesting. For awards with performance-based vesting criteria, the Company estimates the probability of achievement of the performance criteria and recognizes compensation expense related to those awards expected to vest. The Company determines the fair value of option awards using the Black-Scholes option-pricing model which uses both historical and current market data to estimate the fair value. This method incorporates various assumptions such as the risk-free interest rate, expected volatility, expected dividend yield and expected life of the options or

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warrants. The fair value of the Company’s restricted stock and restricted stock units is based on the closing market price of the Company’s common stock on the date of grant.

~~New Accounting Pronouncements~~

In October 2019, the FASB issued ASU 2019-12, which affects general principles within Topic 740, Income Taxes. The amendments of ASU 2019-12 are meant to simplify and reduce the cost of accounting for income taxes. For public business entities, the amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. The Company determined that the adoption of this new accounting guidance did not have a material impact on its consolidated financial statements and footnote disclosures.

Note 3 – Available-for-Sale-Securities

The following table is a summary of available-for-sale securities recorded in cash and cash equivalents or marketable securities in our Consolidated Balance Sheets (in thousands):


		September 30, 2021								December 31, 2020									March 31, 2022								December 31, 2021
		Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value		Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value			Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value		Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value

Corporate debt securities	Corporate debt securities	$	60,903	$	3	$	(61)	$	60,845	$	8,406	$	—	$	(7)	$	8,399	Corporate debt securities	$	62,770	$	—	$	(162)	$	62,608	$	53,135	$	—	$	(65)	$	53,070
Money market funds	Money market funds	9,600		—		—		9,600		7,591		—		—		7,591		Money market funds	6,578		—		—		6,578		18,124		—		—		18,124
Municipal debt securities	Municipal debt securities	26,539		—		(7)		26,532		14,753		—		(6)		14,747		Municipal debt securities	17,267		—		(34)		17,233		20,263		—		(5)		20,258

Total	Total	$	97,042	$	3	$	(68)	$	96,977	$	30,750	$	—	$	(13)	$	30,737	Total	$	86,615	$	—	$	(196)	$	86,419	$	91,522	$	—	$	(70)	$	91,452

Estimated fair values of available-for-sale securities are generally based on prices obtained from commercial pricing services. The following table summarizes the classification of the available-for-sale securities in our Consolidated Balance Sheets (in thousands):


		September 30, 2021		December 31, 2020			March 31, 2022		December 31, 2021
Cash equivalents	Cash equivalents	$	9,600	$	12,676	Cash equivalents	$	10,647	$	21,129
Marketable securities	Marketable securities	87,377		18,061		Marketable securities	75,772		70,323
Total	Total	$	96,977	$	30,737	Total	$	86,419	$	91,452

The following table summarizes our portfolio of available-for-sale securities by contractual maturity (in thousands):


		September 30, 2021					March 31, 2022
		Amortized Cost		Estimated Fair Value			Amortized Cost		Estimated Fair Value
Less than one year	Less than one year	$	96,979	$	96,914	Less than one year	$	86,615	$	86,419
Greater than one year	Greater than one year	63		63		Greater than one year	0		—
Total	Total	$	97,042	$	96,977	Total	$	86,615	$	86,419

Note 4 – Income (Loss) Per Share

For the three ~~and nine~~ months ended ~~September 30,~~March 31, 2022 and 2021, ~~and 2020,~~ the Company incurred net losses and therefore no common stock equivalents were utilized in the calculation of diluted loss per share as they are anti-dilutive. At ~~September 30,~~March 31, 2022 and 2021, ~~and 2020,~~ the Company excluded the following potentially dilutive securities (in thousands):


		September 30,			March 31,
		2021	2020		2022	2021
Stock Options	Stock Options	2,142	1,105	Stock Options	2,640	1,022
Warrants	Warrants	21,357	2,638	Warrants	21,357	21,357

Restricted Stock Units	Restricted Stock Units	798	348	Restricted Stock Units	1,460	798

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Note 5 – Fair Value Measurements

The fair value of financial assets and liabilities that are being measured and reported are defined as the exchange price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the principal market at the measurement date (exit price). The Company is required to classify fair value measurements in one of the following categories:

Level 1 inputs are defined as quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.

Level 2 inputs are defined as inputs other than quoted prices included within Level 1 that are observable for the assets or liabilities, either directly or indirectly.

Level 3 inputs are defined as unobservable inputs for the assets or liabilities. Financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of the fair value of assets and liabilities and their placement within the fair value hierarchy levels.

The following table sets forth by level within the fair value hierarchy the Company's financial assets that were accounted for at fair value on a recurring basis as of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020~~2021 (in thousands).


		September 30, 2021								December 31, 2020									March 31, 2022								December 31, 2021
		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total			Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Assets:	Assets:																	Assets:
Marketable securities - available for sale	Marketable securities - available for sale	$	—	$	87,377	$	—	$	87,377	$	—	$	18,061	$	—	$	18,061	Marketable securities - available for sale	$	—	$	75,772	$	—	$	75,772	$	—	$	70,323	$	—	$	70,323
		$	—	$	87,377	$	—	$	87,377	$	—	$	18,061	$	—	$	18,061		$	—	$	75,772	$	—	$	75,772	$	—	$	70,323	$	—	$	70,323

Note 6 – Accrued Liabilities

Accrued liabilities as of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020~~2021 were as follows (in thousands):


		September 30, 2021		December 31, 2020			March 31, 2022		December 31, 2021
Salaries, employee benefits and related taxes	Salaries, employee benefits and related taxes	$	1,811	$	1,716	Salaries, employee benefits and related taxes	$	1,005	$	2,034
Operating lease liabilities — current	Operating lease liabilities — current	297		370		Operating lease liabilities — current	205		229

Other	Other	1,196		400		Other	894		326
Total	Total	$	3,304	$	2,486	Total	$	2,104	$	2,589

Note 7 – Operating Leases

The Company has operating leases for 2 offices with terms that expire in ~~2022~~2023 and ~~2023.~~2025, respectively. The Company estimates its incremental borrowing rate at lease commencement to determine the present value of lease payments ~~since~~as most of the Company's leases do not provide an implicit rate of return. The Company recognizes lease expense on a straight-line basis over the lease term. For lease agreements entered into or reassessed after the adoption of Topic 842, the Company elected to account for non-lease components associated with its leases and lease components as a single lease component. Each of the Company's leases ~~include~~includes options for the Company to extend the lease term and/or sub-lease space in whole or in part.

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Operating lease liabilities and right-of-use assets were recorded in the following captions of our balance sheet were as follows (in thousands):


		September 30, 2021		December 31, 2020			March 31, 2022		December 31, 2021
Right-of Use Assets:	Right-of Use Assets:					Right-of Use Assets:
Other assets	Other assets	$	322	$	574	Other assets	$	667	$	724
Total Right-of-Use Asset	Total Right-of-Use Asset	$	322	$	574	Total Right-of-Use Asset	$	667	$	724

Operating Lease Liabilities:	Operating Lease Liabilities:					Operating Lease Liabilities:
Accrued liabilities	Accrued liabilities	$	297	$	370	Accrued liabilities	$	205	$	229
Other long-term liabilities	Other long-term liabilities	53		254		Other long-term liabilities	421		485
Total Operating Lease Liabilities	Total Operating Lease Liabilities	$	350	$	624	Total Operating Lease Liabilities	$	626	$	714

As of ~~September 30, 2021,~~March 31, 2022, the weighted average remaining lease term for our operating leases was ~~1.1~~2.3 years, and the weighted average discount rate for our operating leases was 9.625%. Future minimum lease payments under the lease agreements as of ~~September 30, 2021~~March 31, 2022 were as follows (in thousands):


Years ended	Years ended	Operating Leases		Years ended	Operating Leases

2021		104
2022	2022	239		2022	181
2023	2023	27		2023	217
2024				2024	190
2025				2025	143
Total lease payments	Total lease payments	370		Total lease payments	731
Less: Amounts representing interest	Less: Amounts representing interest	(20)		Less: Amounts representing interest	(105)
Present value of lease liabilities	Present value of lease liabilities	$	350	Present value of lease liabilities	$	626

Note 8 – Stockholders' Equity

Equity Issuances

Purchase Agreement

In March 2019, the Company and Lincoln Park Capital Fund, LLC (“Lincoln Park”) entered into a purchase agreement (the “Purchase Agreement”) and a registration rights agreement (the “Registration Rights Agreement”), pursuant to which the Company has the right to sell to Lincoln Park shares of the Company’s common stock having an aggregate value of up to $26.0 million, subject to certain limitations and conditions set forth in the Purchase Agreement (the “Offering”). As consideration for entering into the Purchase Agreement, the Company issued to Lincoln Park an additional 181,510 shares of common stock as commitment shares.

Pursuant to the Purchase Agreement, Lincoln Park purchased 250,000 shares of common stock, at a price of $4.00 per share, for a total gross purchase price of $1.0 million (the “Initial Purchase”) upon commencement. Thereafter, as often as every business day from and after one business day following the date of the Initial Purchase and over the 36-month term of the Purchase Agreement the Company has the right, from time to time, at its sole discretion and subject to certain conditions, to direct Lincoln Park to purchase up to 100,000 shares of common stock, with such amount increasing as the closing sale price of the common stock increases; provided Lincoln Park’s obligation under any single such purchase will not exceed $2.5 million, unless the Company and Lincoln Park mutually agree to increase the maximum amount of such single purchase (each, a “Regular Purchase”). If the Company directs Lincoln Park to purchase the maximum number of shares of common stock it then may sell in a Regular Purchase, then in addition to such Regular Purchase, and subject to certain conditions and limitations in the Purchase Agreement, the Company may direct Lincoln Park in an “accelerated purchase” to purchase an additional amount of common stock that may not exceed the lesser of (i) 300% the number of shares purchased pursuant to the corresponding Regular Purchase or (ii) 30% of the total number of shares of the Company’s common stock traded during a specified period on the applicable purchase date as set forth in the Purchase Agreement. Under certain circumstances and in accordance with the Purchase Agreement, the Company may direct Lincoln Park to purchase shares in multiple accelerated purchases on the same trading day.

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The Company controls the timing and amount of any sales of its common stock to Lincoln Park. There is no upper limit on the price per share that Lincoln Park must pay for its common stock under the Purchase Agreement, but in no event will shares

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be sold to Lincoln Park on a day the closing price is less than the floor price specified in the Purchase Agreement. In all instances, the Company may not sell shares of its common stock to Lincoln Park under the purchase agreement if it would result in Lincoln Park beneficially owning more than 9.99% of its common stock.

The Purchase Agreement does not limit the Company’s ability to raise capital from other sources at the Company’s sole discretion, except that (subject to certain exceptions) the Company may not enter into any Variable Rate Transaction (as defined in the Purchase Agreement, including the issuance of any floating conversion rate or variable priced equity-like securities) during the 36 months after the date of the Purchase Agreement. The Company has the right to terminate the Purchase Agreement at any time, at no cost to the Company.

As of ~~September 30, 2021,~~March 31, 2022, the Company had not made any sales of common stock to Lincoln Park under the Purchase Agreement other than the Initial Purchase.

~~Common Stock Sales Agreement~~

~~In February 2018, the Company entered into a common stock sales~~ The agreement with H.C. Wainwright & Co., LLC ("HCW") as sales agent, which was subsequently amended in August 2018 (the "Sales Agreement"), in connection with an “at the market offering” under which the Company from time to time could offer and sell shares of its common stock having an aggregate offering price of not more than $25.0 million.

~~The Company provided HCW with customary indemnification rights, and HCW was entitled to a commission at a fixed commission rate equal to 3.0% of the gross proceeds per share sold.~~

~~On February 12, 2021, the Company suspended the use of the at-the-market transactions facility and terminated the continuous offering pursuant to the Sales Agreement.~~

~~As of the termination of the Sales Agreement~~expired on February 12, 2021, the Company had sold an aggregate of 3,784,912 shares of its common stock pursuant to the Sales Agreement for net proceeds of $9.5 million. During the nine months ended September 30, 2021, the Company had not issued any shares under the Sales Agreement.April 1, 2022.

At The Market Offering Agreement

On June 4, 2021, the Company entered into an At The Market Offering Agreement (the “ATM Agreement”) with HCW, 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, having an aggregate offering price of up to $50.0 million. During the ~~nine~~three months ended ~~September 30, 2021,~~March 31, 2022 and since inception the Company had not issued any shares under the ATM Agreement.

~~Registered Direct Offerings~~

In Having received a listing deficiency notice from Nasdaq on February ~~2021,~~18, 2022 after the Company’s shares traded below $1.00 for 30 consecutive trading days, the Company entered into a Securities Purchase Agreement (the “Institutional Purchase Agreement”) with certain institutional investors (the “Institutional Purchasers”). Pursuant to the terms of the Institutional Purchase Agreement, the Company sold to the Institutional Purchasers in a registered direct offering an aggregate of 24,906,134 shares of its common stock and warrants to purchase an aggregate of 12,453,067 shares of its common stock at a combined purchase price equal to $2.45 per share and associated warrant. Each warrant features an exercise price equal to $2.90 per share, is exercisable immediately upon issuance and will expire five years from the issuance date. Additionally, in a concurrent non-brokered registered direct offering, the Company entered into a Securities Purchase Agreement (the “Additional Purchase Agreement”) with certain accredited investors (the “Additional Purchasers”). Pursuant to the terms of the Additional Purchase Agreement, the Company sold to the Additional Purchasers an aggregate of 1,632,652 shares of its common stock and warrants to purchase an aggregate of 816,326 shares of its common stock at a combined purchase price equal to $2.45 per share and associated warrant. Each warrant features an exercise price equal to $2.90 per share, is exercisable immediately upon issuance and will expire five years from the issuance date. In connection with the registered direct offerings, the Company received gross proceeds of approximately $65.0 million.

~~Private Placement~~

In January 2021, the Company entered into a securities purchase agreement (the “January Private Placement”) with certain investors (the “January Purchasers”). Pursuant to the terms of the January Private Placement, the Company agreednot be permitted to sell toadditional shares under the ~~January Purchasers an aggregate~~ATM Agreement until it re-establishes timely compliance. Compliance may be reestablished by various mechanisms, including stock price appreciation at or above $1.00 for a requisite period of ~~12,500,000 shares of its common~~time and reverse stock at a purchase price equal to $2.00 per share, along with warrants to purchase an aggregate of 6,250,000 shares of its common stock. In connection with the January Private Placement, the Company received gross proceeds of $25.0 million. Each warrant is exercisable for 1 share of common stock and features an exercise price equal to $2.90 per share. The warrants are exercisable immediately upon issuance and will expire five and one-half years from the issuance date.

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split.

~~Warrant Exercises~~

In January 2021, the Company issued 801,148 shares of common stock for net proceeds of $1.8 million in connection with warrant exercises associated with the April 23, 2020 securities purchase agreement and the May 25, 2020 securities purchase agreement.

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Stock Options and Warrants

The following table summarizes the activity for stock options and warrants for the ~~nine~~three months ended ~~September 30, 2021:~~March 31, 2022:


		Stock Options						Warrants							Stock Options						Warrants
		Shares	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value (In Thousands)		Shares	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value (In Thousands)			Shares	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value (In Thousands)		Shares	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value (In Thousands)
Outstanding at December 31, 2020		963,700	$	14.64	5.86	$	—	2,638,355	$	2.18	4.98	$	—
Outstanding at December 31, 2021														Outstanding at December 31, 2021	2,131,849	$	5.64	7.97	$	—	21,356,600	$	2.84	4.37	$	—

Changes during the period:	Changes during the period:													Changes during the period:
Granted	Granted	1,314,790	1.32					19,519,393	2.90					Granted	540,600	0.91					—	—
Exercised	Exercised	(7,250)	3.28					(801,148)	2.19					Exercised	—	—					—	—
Forfeited	Forfeited	(19,492)	1.92					—	—					Forfeited	(9,565)	1.90					—	—
Expired	Expired	(109,549)	34.12					—	—					Expired	(23,275)	26.00					—	—
Outstanding at September 30, 2021		2,142,199	$	5.63	8.26	$	—	21,356,600	$	2.84	4.63	$	—
Vested at September 30, 2021 or expected to vest in the future		2,126,167	$	5.65	8.26	$	—	21,356,600	$	2.84	4.63	$	—
Vested at September 30, 2021		1,122,583	$	9.26	7.04	$	—	21,356,600	$	2.84	4.63	$	—
Outstanding at March 31, 2022														Outstanding at March 31, 2022	2,639,609	$	4.51	7.83	$	—	21,356,600	$	2.84	4.13	$	—
Vested at March 31, 2022 or expected to vest in the future														Vested at March 31, 2022 or expected to vest in the future	2,594,630	$	4.57	7.80	$	—	21,356,600	$	2.84	4.13	$	—
Vested at March 31, 2022														Vested at March 31, 2022	1,408,083	$	7.36	6.41	$	—	21,356,600	$	2.84	4.13	$	—

Restricted Stock

During the ~~nine~~three months ended ~~September 30,~~March 31, 2022 and 2021, ~~and 2020,~~ the Company issued restricted stock for services as follows ($ in thousands):


		Nine Months Ended September 30,					Three Months Ended March 31,
		2021		2020			2022		2021
Number of restricted stock issued	Number of restricted stock issued	612,950		156,184		Number of restricted stock issued	1,061,175		300,450
Value of restricted stock issued	Value of restricted stock issued	$	878	$	512	Value of restricted stock issued	$	973	$	478

The vesting terms of restricted stock issuances are generally between one to four years.

Restricted Stock Units

During the ~~nine~~three months ended ~~September 30,~~March 31, 2022 and 2021, ~~and 2020,~~ the Company issued restricted stock units for services as follows ($ in thousands, except share data):


		Nine Months Ended September 30,					Three Months Ended March 31,
		2021		2020			2022		2021
Number of restricted stock units issued	Number of restricted stock units issued	458,245		246,383		Number of restricted stock units issued	1,379,860		458,245
Value of restricted stock units issued	Value of restricted stock units issued	$	729	$	743	Value of restricted stock units issued	$	1,265	$	729

The weighted average estimated fair value of restricted stock issued for services in the ~~nine~~three months ended ~~September 30,~~March 31, 2022 and 2021 was $0.92 and ~~2020 was~~ $1.59 ~~and $3.02~~ per share, respectively. The fair value of the restricted stock units was determined using the Company’s closing stock price on the date of issuance. The vesting terms of restricted stock unit issuances are generally one year, or upon the achievement of performance-based milestones.

Note 9 – Share-Based Compensation

Share-Based Compensation

We utilize share-based compensation in the form of stock options, restricted stock, and restricted stock units. The following table summarizes the components of share-based compensation expense for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2022 and 2021 ~~and 2020~~ (in thousands):

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		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2021		2020		2021		2020				2022		2021
Research and development	Research and development	$	523	$	58	$	643	$	240	Research and development		$	218	$	96
General and administrative	General and administrative	250		171		996		850		General and administrative		542		501
Total share-based compensation expense	Total share-based compensation expense	$	773	$	229	$	1,639	$	1,090	Total share-based compensation expense		$	760	$	597

Total compensation cost related to non-vested awards not yet recognized and the weighted-average periods over which the awards were expected to be recognized at ~~September 30, 2021~~March 31, 2022 were as follows (in thousands):


		Stock Options		Restricted Stock Units		Restricted Stock			Stock Options		Restricted Stock Units		Restricted Stock
Unrecognized compensation cost	Unrecognized compensation cost	$	915	$	277	$	673	Unrecognized compensation cost	$	814	$	444	$	1,004
Expected weighted-average period in years of compensation cost to be recognized	Expected weighted-average period in years of compensation cost to be recognized	1.82		1.23		1.88		Expected weighted-average period in years of compensation cost to be recognized	1.77		0.96		2.25

Total fair value of shares vested and the weighted average estimated fair values of shares granted for the ~~nine~~three months ended ~~September 30,~~March 31, 2022 and 2021 ~~and 2020~~ were as follows (in thousands):


		Stock Options				Stock Options
		Nine Months Ended September 30,				Three Months Ended March 31,
		2021		2020				2022		2021
Total fair value of shares vested	Total fair value of shares vested	$	757	$	535		Total fair value of shares vested	$	377	$	397
Weighted average estimated fair value of shares granted	Weighted average estimated fair value of shares granted	$	0.91	$	2.12		Weighted average estimated fair value of shares granted	$	0.62	$	1.08

Valuation Assumptions

The fair value of stock options and warrants at the date of grant was estimated using the Black-Scholes option pricing model. The expected volatility is based upon historical volatility of the Company’s stock. The expected term for the options is based upon observation of actual time elapsed between date of grant and exercise of options for all employees. The expected term for the warrants is based upon the contractual term of the warrants.

Note ~~10– Research Funding~~

~~California Institute of Regenerative Medicine Grant Award~~

In February 2017, the California Institute for Regenerative Medicine ("CIRM") awarded the Company funds of up to $12.2 million to support The Sanford Project: T-Rex Study, a prospective, randomized, placebo-controlled, double-blind Phase 2 clinical trial to evaluate the safety and efficacy of CLBS03 as a treatment for recent-onset type 1 diabetes. The funding is based upon the achievement of certain milestones related to the proportion of subjects enrolled in California, as well as manufacturing and development costs incurred in California. Based on the actual number of subjects enrolled in California, the total amount of funding was revised to $8.6 million, of which $8.2 million has been received through the grant project period completion. The Company received $5.7 million in initial funding in May 2017, a $1.9 million milestone payment in December 2017, a $0.3 million progress payment in March 2018, and a $0.2 million progress payment in May 2019, of which the total was amortized over the estimated award period through July 2020 as a reduction to the related research and development expenses, with the final true up payment of $46 thousand received in September 2020 and recorded as a reduction to the related research and development expenses. During the three and nine months ended September 30, 2021, the Company amortized and recognized $0.0 million and $0.0 million in credits, respectively, to research and development related to CIRM funds received. During the three and nine months ended September 30, 2020, the Company amortized and recognized $0.3 million and $1.6 million in credits, respectively, to research and development related to CIRM funds received.

~~Note 11~~10 – Income Taxes

In assessing the realizability of deferred tax assets, including the net operating loss carryforwards ("NOLs"), the Company assesses the available positive and negative evidence to estimate if sufficient future taxable income will be generated to utilize its existing deferred tax assets. Based on its assessment, the Company has provided a full valuation allowance against its net deferred tax assets as their future utilization remains uncertain at this time.

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As of December 31, 2021 and 2020, the Company had approximately $281 million and $264 million, respectively of federal NOLs available to offset future taxable income expiring from 2030 through 2036. The Company performed an analysis and determined that they had an ownership change of greater than 50% over a 3-year testing period on January 25, 2021. As a result, $169 million of the $281 million of federal NOLs will expire unutilized. The Company wrote off that portion of the deferred tax asset and reduced the corresponding valuation allowance resulting in $112 million of remaining federal NOL. The write off of the deferred tax asset and the corresponding reduction in valuation allowance has no impact to the balance sheet or income statement. Losses incurred before the ownership change on January 25, 2021 will be subject to an annual limitation of $173k under Internal Revenue Code Section 382, while losses incurred after January 25, 2021 will not be subject to limitations. The Company may be able to utilize additional NOLs of approximately $1.1 million per year for the first five years after this ownership change as a result of the application of the Net Unrealized Built-in Gain rules.

As of December 31, 2021 and 2020 the Company had State NOLs available in New Jersey of $97 million and $99 million, respectively, California of $70 million and $70 million, respectively, and New York City of $13 million and $13 million, respectively, to offset future taxable income expiring from ~~2030~~2031 through ~~2040.~~2041. In accordance with Section 382 of the Internal Revenue code, the usage of the Company’s NOLs ~~could~~would be limited ingiven the ~~event of a~~ change in ownership. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the period when those temporary differences become deductible.

The Company performed an analysis and determined that they did not have an ownership change of greater than 50% over a 3-year testing period. The last ownership change was determined to be on June 3, 2015. Based on a market capitalization of $125 million and using an applicable federal rate of 2.5%, the annual limitation would be approximately $3.0 million. Post change losses generated after June 3, 2015 would not be subject to 382 limitations.

The Company applies the FASB’s provisions for uncertain tax positions. The Company utilizes the two-step process to determine the amount of recognized tax benefit. For tax positions meeting the more-likely-than-not threshold, the amount

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recognized in the consolidated financial statements is the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant tax authority. The Company recognizes interest and penalties associated with uncertain tax positions as a component of income tax expense.

As of ~~September 30, 2021,~~March 31, 2022, management does not believe the Company has any material uncertain tax positions that would require it to measure and reflect the potential lack of sustainability of a position on audit in its financial statements. The Company will continue to evaluate its uncertain tax positions in future periods to determine if measurement and recognition in its financial statements is necessary. The Company does not believe there will be any material changes in its unrecognized tax positions over the next year.

For years prior to ~~2017,~~2018, the federal statute of limitations is closed for assessing tax. The Company’s state tax returns remain open to examination for a period of three to four years from date of filing.

In ~~February~~December 2021, the Company received preliminary approval from the New Jersey Economic Development Authority ~~("NJEDA"~~(“NJEDA”) to participate in the Technology Business Tax Certificate Transfer Program (the ~~"Program"~~“Program”). The Program permits qualified companies to sell a percentage of their New Jersey net operating losses ("(“NJ ~~NOLs"~~NOLs”) to unrelated profitable corporations. On ~~April 12, 2021,~~February 22, 2022, the Company received final approval from NJEDA to sell ~~a portion~~$2.5 million of ~~our~~its NJ NOLs related tax benefits ("NJ NOL Tax Benefits"), which ~~were~~was subsequently sold to a qualifying and approved buyer pursuant to the Program for net proceeds of ~~$1.4~~$2.3 million. The ~~$1.5~~gross proceeds of $2.5 million ~~of our NJ NOL related tax benefits ("NJ NOL Tax Benefits")~~ have been recorded as a benefit from income taxes and the loss on sale of NJ NOLs of $0.1 million recorded in other income (expense) in the consolidated financial statements.

Note 1211 – Contingencies

Contingencies

From time to time, the Company is subject to legal proceedings and claims, either asserted or unasserted, that arise in the ordinary course of business. While the outcome of pending claims cannot be predicted with certainty, the Company does not believe that the outcome of any pending claims will have a material adverse effect on the Company's financial condition or operating results.

Note 12 – Subsequent Event

Cend Merger Agreement

On April 26, 2022, the Company and Cend Therapeutics, Inc., a Delaware corporation (“Cend”), entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”), pursuant to which, among other matters, and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, a wholly-owned subsidiary of Caladrius will merge with and into Cend, with Cend surviving as a wholly-owned subsidiary of the Company (the “Merger”), subject to the terms of the Merger Agreement and stockholder approval of the transaction. Under the exchange ratio formula, as of immediately after the Merger, the former Cend stockholders are expected to own approximately 50% of the outstanding shares of Caladrius Common Stock and the Company’s stockholders as of immediately prior to the Merger are expected to own approximately 50% of the outstanding shares of Caladrius Common Stock. The actual allocation will be subject to adjustment based on the Company’s net cash balance at the time of closing and the amount of any transaction expenses of Cend in excess of $250 thousand at the time of closing.

Consummation of the Merger is subject to certain closing conditions, including, among other things, approval by the stockholders of the Company and Cend, and the Company’s satisfaction of a minimum net cash threshold at closing, expected to be approximately $64.9 million assuming a closing at the end of the third quarter of 2022, and as described further in the Merger Agreement. The Merger Agreement contains certain termination rights for both the Company and Cend, and further provides that, upon termination of the Merger Agreement under specified circumstances, the Company may be required to pay Cend a termination fee of $1.0 million, Cend may be required to pay the Company a termination fee of $4.0 million, or in some circumstances reimburse the other party’s expenses up to a maximum of $1.0 million.

At the effective time of the Merger, the Company’s Board of Directors is expected to consist of nine members, four of whom will be designated by the Company, four of whom will be designated by Cend and one member who will be mutually agreed between the Company and Cend.

Stock Purchase Agreement

In order to provide Cend with capital for its development programs prior to the closing of the Merger, the Company and Cend entered into a Series D Preferred Stock Purchase Agreement (the “Purchase Agreement”), pursuant to which the

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Company agreed to purchase from Cend 1,135,628 shares of Series D Preferred Stock, $0.00001 par value per share (the “Series D Preferred Stock”), of Cend at a purchase price per share equal to $8.8057 per share (the “Series D Original Issue Price”), or approximately $10 million in the aggregate. The Series D Preferred Stock ranks senior to Cend’s common stock and the other series of preferred stock with respect to rights on the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of Cend. The Series D Preferred Stock has a liquidation preference equal to the Series D Original Issue Price plus an amount equal to any accrued and unpaid dividends to the date of payment and will participate with Cend’s common stockholders and other preferred stockholders thereafter on an as-converted basis. The Series D Preferred Stock shall vote with the common stock on an as-converted basis on any matters presented to the stockholders of Cend. Each share of Series D Preferred Stock is convertible, at the option of the holder thereof, into such number of shares of Cend common stock as is determined by dividing the Original Issue Price by the conversion price in effect at the time of conversion, which conversion price shall be the Original Issue Price as appropriately adjusted for stock splits, stock dividends, combinations, and subdivisions of Cend common stock, and as adjusted pursuant to a weighted-average antidilution adjustment. The Series D Preferred Stock will automatically convert into shares of Cend common stock upon the closing of a firm-commitment underwritten initial public offering implying a pre-equity offering value of at least $250 million, resulting in at least $50 million of gross proceeds to Cend.

Collaboration Agreement

In connection with such Purchase Agreement, Cend entered into a Collaboration Agreement (the “Collaboration Agreement”), pursuant to which the Company agreed to collaborate with Cend on certain developmental and clinical activities prior to the closing of the Merger. Under the Collaboration Agreement, the Company and Cend will form a joint steering committee (the “Committee”) comprised of individuals from both entities. The Committee will meet regularly and be responsible for monitoring ongoing studies and making recommendations for development activity and trial planning. Cend has agreed to pay each member of the Committee from the Company an hourly consulting fee for such service.

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Cautionary Note Regarding Forward-Looking Statements” herein and under “Risk Factors” in our ~~2020~~2021 Form 10-K. The following discussion should be read in conjunction with our consolidated financial statements and related notes thereto included elsewhere in this Quarterly Report and in our ~~2020~~2021 Form 10-K.

Overview

~~Caladrius Biosciences, Inc. (“we,” “us,” "our," “Caladrius” or the “Company”) is~~We are a clinical-stage biopharmaceutical company dedicated to the development and commercialization of ~~treatments and reversal~~cellular therapies designed to reverse disease and/or promote the regeneration of ~~severe diseases.~~damaged tissue. We are developing ~~what are intended to be~~ first-in-class therapeutics based on the characteristics of naturally occurring CD34+ cells and their ability to stimulate the growth of new microvasculature. Our technology ~~is intended to leverage~~leverages these cells to enable the body's natural repair mechanisms using formulations unique to each medical indication.

Our leadership team has decades of collective biopharmaceutical product development ~~experience.~~experience in a variety of therapeutic categories. Our goal is to develop and commercialize products that address important unmet medical needs based on a broad and versatile portfolio of candidates. Our current product candidates include:

•HONEDRA® (CLBS12), recipient of SAKIGAKE designation and eligible for early conditional approval in Japan for the treatment of critical limb ischemia (“CLI”) and Buerger’s disease is being sought based on the current results of a clinical trial ~~being~~ executed in Japan. ~~Additionally,~~ CLBS12 was the recipient of orphan drug designation in March 2021 from the U.S. Food and Drug Administration ("FDA") for Buerger's disease; and

In addition, we desire to diversify our pipeline of development product candidates and are exploring a range of strategic transactions in furtherance of that goal. We have taken, and intend to continue to take, active steps to identify diligence-suitable assets and/or companies that would complement and de-risk our current development programs. Such assets could potentially include indications beyond cardiovascular as well as product categories outside of cell therapy and transactions could include an acquisition, merger, business combination, in-license or other strategic transaction, any of which could result in the issuance of securities that could significantly dilute the shares of our existing stockholders. There can be no assurance that this exploration of strategic alternatives will result in us entering into or completing any transaction or that such transaction, if completed, will add to shareholder value.

Cend Merger

On April 26, 2022, we, CS Cedar Merger Sub, Inc., a Delaware corporation and our wholly owned subsidiary (“Merger Sub”), and Cend Therapeutics, Inc., a Delaware corporation (“Cend”), entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”), pursuant to which, among other matters, and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, Merger Sub will merge with and into Cend, with Cend continuing as our wholly owned subsidiary and the surviving corporation of the merger (the “Merger”). The Merger is intended to qualify for federal income tax purposes as a tax-free reorganization under the provisions of Section 368(a) of the Internal Revenue Code of 1986, as amended.

Subject to the terms and conditions of the Merger Agreement, at the closing of the Merger, (a) each outstanding share of Cend common stock and Cend preferred stock will be converted into the right to receive a number of shares of our common stock (“Caladrius Common Stock”) equal to an exchange ratio calculated pursuant to the terms of the Merger Agreement; and (b) each outstanding Cend stock option that has not previously been exercised prior to the closing of the Merger will be assumed by us.

Under the exchange ratio formula, as of immediately after the Merger, the former Cend stockholders are expected to own approximately 50% of the outstanding shares of Caladrius Common Stock and our stockholders as of immediately prior to the Merger are expected to own approximately 50% of the outstanding shares of Caladrius Common Stock. The actual allocation

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will be subject to adjustment based on our net cash balance at the time of closing and the amount of any transaction expenses of Cend in excess of $250 thousand at the time of closing.

Consummation of the Merger is subject to certain closing conditions, including, among other things, approval by the stockholders of Caladrius and Cend, and Caladrius’s satisfaction of a minimum net cash threshold at closing, expected to be approximately $64.9 million assuming a closing at the end of the third quarter of 2022, and as described further in the Merger Agreement. In accordance with the terms of the Merger Agreement, (i) certain executive officers, directors and stockholders of Cend (solely in their respective capacities as Cend stockholders) holding approximately 77.5% of the outstanding Cend capital stock have entered into support agreements with Caladrius to vote all of their shares of Cend capital stock in favor of adoption of the Merger Agreement (the “Cend Support Agreements”) and (ii) certain executive officers and directors of Caladrius (solely in their respective capacities as Caladrius stockholders) holding approximately 1.8% of the outstanding Caladrius common stock have entered into support agreements with Cend to vote all of their shares of Caladrius common stock in favor of approval of the Merger Agreement (the “Caladrius Support Agreements,” together with the Cend Support Agreements, the “Support Agreements”). The Support Agreements include covenants with respect to the voting of such shares in favor of approving the transactions contemplated by the Merger Agreement and against any competing acquisition proposals and place certain restrictions on the transfer of the shares of Caladrius and Cend held by the respective signatories thereto.

Concurrently with the execution of the Merger Agreement, certain officers and directors of Caladrius holding approximately 1.8% of the outstanding Caladrius common stock and certain officers, directors and stockholders of Cend holding approximately 77.5% of the Cend capital stock have entered into lock-up agreements (the “Lock-Up Agreements”) pursuant to which they accepted certain restrictions on transfers of shares of Caladrius Common Stock for the 120-day period following the closing of the Merger.

The Merger Agreement contains certain termination rights for both us and Cend, and further provides that, upon termination of the Merger Agreement under specified circumstances, we may be required to pay Cend a termination fee of $1.0 million, Cend may be required to pay us a termination fee of $4.0 million, or in some circumstances reimburse the other party’s expenses up to a maximum of $1.0 million.

At the effective time of the Merger, our Board of Directors is expected to consist of nine members, four of whom will be designated by us, four of whom will be designated by Cend and one member who will be mutually agreed between us and Cend.

Cend Investment and Collaboration Agreement

In order to provide Cend with capital for its development programs prior to the closing of the Merger, we and Cend entered into a Series D Preferred Stock Purchase Agreement (the “Purchase Agreement”), pursuant to which we agreed to purchase from Cend 1,135,628 shares of Series D Preferred Stock, $0.00001 par value per share (the “Series D Preferred Stock”), of Cend at a purchase price per share equal to $8.8057 per share (the “Series D Original Issue Price”), or approximately $10 million in the aggregate. The Purchase Agreement contains customary representations, warranties and agreements by us and Cend and customary conditions to closing. The Series D Preferred Stock ranks senior to Cend’s common stock and the other series of preferred stock with respect to rights on the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of Cend. The Series D Preferred Stock has a liquidation preference equal to the Series D Original Issue Price plus an amount equal to any accrued and unpaid dividends to the date of payment and will participate with Cend’s common stockholders and other preferred stockholders thereafter on an as-converted basis. The Series D Preferred Stock shall vote with the common stock on an as-converted basis on any matters presented to the stockholders of Cend. Each share of Series D Preferred Stock is convertible, at the option of the holder thereof, into such number of shares of Cend common stock as is determined by dividing the Original Issue Price by the conversion price in effect at the time of conversion, which conversion price shall be the Original Issue Price as appropriately adjusted for stock splits, stock dividends, combinations, and subdivisions of Cend common stock, and as adjusted pursuant to a weighted-average antidilution adjustment. The Series D Preferred Stock will automatically convert into shares of Cend common stock upon the closing of a firm-commitment underwritten initial public offering implying a pre-equity offering value of at least $250 million, resulting in at least $50 million of gross proceeds to Cend.

In connection with the Purchase Agreement, we and Cend entered into a Collaboration Agreement (the “Collaboration Agreement”), pursuant to which we agreed to collaborate with Cend on certain developmental and clinical activities prior to the closing of the Merger. Under the Collaboration Agreement, we and Cend will form a joint steering committee (the “Committee”) comprised of individuals from both entities. The Committee will meet regularly and be responsible for monitoring ongoing studies and making recommendations for development activity and trial planning. Cend has agreed to pay each member of the Committee from Caladrius an hourly consulting fee for such service.

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Ischemic Repair (CD34 Cell Technology)

Our proprietary cell technology using autologous (a patient’s own naturally occurring) CD34+ cells has led to the development of therapeutic product candidates designed to address diseases and conditions caused by ischemia. Ischemia occurs when the supply of oxygenated blood to healthy tissue is ~~restricted.~~restricted or reduced. Through the administration of CD34+ cells, we seek to promote the development and formation of new microvasculature and thereby increase blood flow to the impacted area. We believe that a number of conditions caused by underlying ischemic injury can be improved through our CD34+ cell technology including, but not limited to, Buerger's disease, CLI, CMD, and DKD.

XOWNA® for Treatment of Coronary Microvascular Dysfunction

In 2017, with the assistance of a $1.9 million grant from the National Institutes of Health (Award Number R44HL135889), we initiated our program for XOWNA® for the treatment of CMD, a disease that afflicts as many as ~~1.5~~1.6 million patients in the United States alone, with no current targeted treatment options. That study, the ESCaPE-CMD Trial, was a Phase 2a proof-of-concept open label study that enrolled patients at the Mayo Clinic in Rochester, MN and Cedars-Sinai Medical Center in Los Angeles, CA. Those data showed a positive therapeutic effect with a statistically significant improvement in angina frequency, coronary flow reserve, Canadian Cardiovascular Society Angina Class and Seattle Angina Questionnaire scores, as well as an acceptable safety profile. The full data set from that study was presented at the SCAI 2020 Scientific Sessions Virtual Conference on May 14, 2020 by Dr. Timothy Henry, FACC, of the Christ Hospital in Cincinnati, Ohio. In December 2020, we commenced enrollment in our Phase 2b FREEDOM Trial of XOWNA®:, a double-blind, randomized and placebo-controlled clinical trial designed to further evaluate the efficacy and safety of intracoronary artery delivery of autologous CD34+ cells in subjects with CMD and without obstructive coronary artery disease. While early enrollment proceeded to plan with the first patient treated in January 2021, the impact of the COVID-19 pandemic contributed to a general slowing of ~~enrollment.~~enrollment, including supply chain disruptions affecting the availability of qualified catheters used in the diagnosis of CMD and/or administration of XOWNA®. Protocol

~~Index~~

amendments to the initial FREEDOM Trial protocol, as agreed to by the FDA, were implemented with the goal of enhancing breadth and speed of subject enrollment. ~~Actual improvement~~

HONEDRA® for Treatment of Critical Limb Ischemia

Our randomized, open-label, registration-eligible study of HONEDRA® in Japan for the treatment of CLI and Buerger's disease has, to date, demonstrated positive trends in both safety and efficacy. The HONEDRA® study's enrollment, ~~rate will be assessed during~~however, has been significantly curtailed by the ~~fourth quarter~~COVID-19 pandemic's impact in Japan, including the States of Emergency in Japan that have persisted for much of 2020 and 2021. ~~There can be no assurance that there will be an improvement~~Due to the significant and continued operational and financial burden incurred as a result of these COVID-19 delays, coupled with the unpredictability of the timing of site enrollment re-initiation, wesuspended further enrollment and are focusing our efforts on consummating a partnership for the product in Japan. Such a partnership may become the basis for the completion of development and registration of HONEDRA® in Japan and may include the completion of enrollment of the four remaining no-option CLI subjects stipulated in the ~~near future~~ original protocol, if necessary, and/or ~~at all. As part~~exploration of ~~program optimization, we convened an advisory board meeting~~submitting the existing data to Japan's Pharmaceuticals and Medical Devices Agency (“PMDA”) under Japan's regenerative medicine regulations, which allow for conditional approval of ~~key opinion leaders~~innovative regenerative medicine products. Despite receipt from FDA in March 2021 of orphan designation in the ~~fields of cardiology, drug~~United States for CLBS12 as a potential treatment for Buerger's disease, based on a response from the FDA in October 2021 regarding a development ~~and payer access and reimbursement~~plan for U.S. registration, we have decided not to pursue U.S. development in ~~mid-October 2021 with the objective of assuring the most efficient and effective development program for XOWNA~~Buerger's disease at this time.®.

CLBS201 for Treatment of Diabetic Kidney Disease

Progressive kidney failure is associated with attrition of the microcirculation of the kidney. Pre-clinical studies in kidney disease and injury models have demonstrated that protection or replenishment of the microcirculation results in improved kidney function. Based on these observations, we ~~proposed an initial development plan for CLBS201 contemplating an adaptive design. However, after multiple conversations with key opinion leaders in the fields of nephrology and drug development, we~~ have elected to move forward with a Phase 1,1b, open-label, proof-of-concept trial evaluating CLBS201 dosed via intra-renal artery injections in subjects with DKD. This ~~new~~ protocol ~~pending approval of the Institutional Review Board (the "IRB")~~ is expected to include six subjects in total with the first two subjects sequentially dosed and followed for a two-week safety observation period. Clearance by ~~the~~an independent Data Safety Monitoring Board (“DSMB”) overseeing the study will then permit the treatment of the next four patients, with all patients being followed for safety and therapeutic ~~effect~~effect. A ~~key~~ read-out of data will occur atafter the six-month follow-up visit for all patients. ~~We project enrollment of this study will begin in the first quarter of 2022.~~ A key criterion for continued development of CLBS201 will be ~~its~~our ability to demonstrate a therapeutic effect that will make it competitive in the field of DKD treatment, i.e., kidney function regeneration, as indicated by

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increased glomerular filtration rate. ~~There can be no assurance that we will be able to enroll patients~~As announced recently, the Company has treated the first patient in ~~this~~the CLBS201 proof-of-concept study and targets treatment completion for all six subjects during the ~~first~~third quarter of ~~2022 or at all.~~

~~HONEDRA~~® ~~for Treatment of Critical Limb Ischemia~~

~~Our randomized, open-label, registration-eligible study of HONEDRA~~® in Japan for the treatment of CLI and Buerger's disease continues to demonstrate positive trends in both safety and efficacy. These data remain consistent with the efficacy and safety from previously published clinical trials in Japan. The HONEDRA® study's enrollment, however, has been significantly curtailed by the COVID-19 pandemic's impact in Japan, including the States of Emergency in Japan that have persisted for much of the past 18 months. Due to the significant and continued operational and financial burden incurred as a result of these COVID-19 delays, coupled with the unpredictability of the timing of site enrollment re-initiation, we are suspending further enrollment and focusing our efforts on consummating a partnership with a Japanese company that could complete the study enrollment of the three remaining no-option CLI subjects and/or explore the possibility of submitting the existing data to Japan's Pharmaceuticals and Medical Devices Agency ("PMDA") under the SAKIGAKE designation, which allows for accelerated approval of innovative medical products. There can be no assurance that the PMDA will accept the existing data under SAKIGAKE designation. Also, as previously noted, in March 2021 CLBS12 was awarded an orphan designation in the U.S. by FDA as a potential treatment for Buerger's disease. However, based on a recent response from the FDA regarding a development plan for U.S. registration, we have decided not to pursue U.S. development in Buerger's disease at this time.2022.

Additional Out-licensing Opportunities and Pipeline Diversification

Our broad intellectual property portfolio of cell therapy assets includes notable programs available for out-licensing in order to continue their clinical development. Our current long-term strategy focuses on advancing our therapies through development with the ultimate objective of obtaining market authorizations and entering commercialization, either alone or with partners, to provide treatment options to patients suffering from life-threatening medical conditions. We believe that we are well-positioned to realize potentially meaningful value increases within our own proprietary pipeline if we are successful in advancing our product candidates to their next significant development milestones.

~~Coronavirus Considerations~~

In ~~December 2019,~~addition, we further desire to diversify our pipeline of development product candidates and are exploring a ~~novel strain~~range of ~~coronavirus (SARS-CoV-2),~~strategic transactions in furtherance of that goal. We have taken, and intend to continue to take, active steps to identify assets and/or companies for acquisition and/or partnership that would enhance and de-risk our current development portfolio. Such assets could target indications beyond cardiovascular disease as well as product categories outside of cell therapy. The range of possibletransactions includes an acquisition, merger, business combination, in-license or other strategic transaction, any of which ~~causes~~could result in the issuance of securities that could significantly dilute the shares of our existing stockholders. There can be no assurance that this exploration of strategic alternatives will result in us entering into or completing any transaction or that such transaction, if completed, will add to shareholder value.

Impact of the COVID-19 ~~was reported~~Pandemic

The COVID-19 pandemic continues to ~~have surfaced in China. In March 2020, the World Health Organization declared the outbreak of COVID-19 to be a pandemic,~~present substantial public health and ~~the world's economies began to experience pronounced effects. Despite the FDA approval of multiple COVID-19 vaccines in late 2020, there remains uncertainty~~economic challenges around the ~~extent~~world, and ~~duration~~to date has led to the implementation of ~~disruption~~various responses, including government-imposed quarantines, stay-at-home orders, travel restrictions, mandated business closures and ~~any future related financial~~other public health safety measures.

We continue to closely monitor the impact ~~cannot reasonably be estimated at this time. In response to~~of the COVID-19 pandemic on all aspects of our business, including how it has and will continue to impact our operations and the operations of our suppliers, vendors and business partners, and may take further precautionary and preemptive actions as may be required by federal, state or local authorities. In addition, we have taken steps to minimize the current environment’s impact on our business and strategy, including devising contingency plans and securing additional resources from third party service providers. For the safety of our employees and families, we implemented a universal work from home policy as well as stringent social distancing and other hygiene policies for employees when they must be in the office. Our clinical study of HONEDRA® in Japan has experienced significant delays in enrollment due to the ~~“State~~States of ~~Emergency”~~Emergency in effect in Japan for most of 2020 and ~~reimplemented in Japan on January 7, 2021 through March 21,~~ 2021 covering Tokyo and other regions in response to an increased number of COVID-19 ~~patients. Due to reported large increases in~~infections. With our expectation that COVID-19 ~~cases and a low rate of vaccinations~~ in Japan would continue to impact negatively enrollment of patients in the HONEDRA® clinical trial, we elected to suspend trial enrollment, seek a ~~“State~~development partner and consult with the Japanese regulatory authorities regarding the submission of ~~Emergency” was renewed~~patient data already accrued. In addition, our phase 2b trial of XOWNA® in the United States has also experienced delays in enrolling patients as a result of COVID-19.

Beyond its impact on ~~April 25,~~our development pipeline described above, the extent to which COVID-19 ultimately impacts our business, results of operations and financial condition will depend on future developments, which remain highly uncertain and cannot be predicted with confidence, such as the duration of the outbreak, the emergence of new variants, new information that may emerge concerning the severity of COVID-19 or the effectiveness of actions taken to contain COVID-19 or treat its impact, including vaccination campaigns, among others. If we or any of the third parties with whom we engage, however, were to experience any additional shutdowns or other prolonged business disruptions, our ability to conduct our business in the manner and on the timelines presently planned could be materially or negatively affected, which could have a material adverse impact on our business, financial condition and results of operations. It is possible that our clinical development timelines could continue to be negatively affected by COVID-19, which could materially and adversely affect our business, financial condition and results of operations. See “Risk Factors” in our 2021 ~~through May 11,~~Form 10-K for additional discussion of the potential adverse impact of the COVID-19 pandemic on our business, financial condition and results of operations.

Results of Operations

Three Months Ended March 31, 2022 Compared to Three Months Ended March 31, 2021

The following table summarizes our results of operations for the three months ended March 31, 2022 and ~~then reimplemented~~March 31, 2021:

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~~in Tokyo from July 12, 2021 through September 30, 2021. We expect that COVID-19 in Japan will continue to negatively impact enrollment of the HONEDRA~~® ~~clinical trial.~~

~~Results of Operations~~

~~Three Months Ended September 30, 2021 Compared to Three Months Ended September 30, 2020~~


	Three Months Ended March 31,
	2022		2021		Change
Operating Expenses:
Research and development	$	3,278	$	5,076	$	(1,798)
General and administrative	3,342		3,010		332
Total operating expenses	6,620		8,086		(1,466)
Loss from operations	(6,620)		(8,086)		1,466




Total other (expense) income	(85)		23		(108)






Benefit from income taxes	(2,479)		—		2,479
Net loss	$	(4,226)	$	(8,063)	$	3,837

Overall, net losses were ~~$6.9~~$4.2 million for the three months ended ~~September 30, 2021,~~March 31, 2022, compared to ~~$5.3~~$8.1 million for the three months ended ~~September 30, 2020.~~March 31, 2021.

Operating Expenses

For the three months ended ~~September 30, 2021,~~March 31, 2022, operating expenses totaled ~~$7.0~~$6.6 million compared to ~~$5.4~~$8.1 million for the three months ended ~~September 30, 2020,~~March 31, 2021, representing ~~an increase~~a decrease of ~~30%~~18%. Operating expenses comprised the following:

•Research and development expenses were approximately ~~$4.1~~$3.3 million for the three months ended ~~September 30, 2021,~~March 31, 2022, compared to ~~$3.0~~$5.1 million for the three months ended ~~September 30, 2020,~~March 31, 2021, representing ~~an increase~~a decrease of ~~$1.1~~$1.8 million or ~~36%~~35%. This ~~increase~~decrease was primarily due to ~~an increase~~a decrease in expenses associated with ~~the enrollment of~~manufacturing start up costs and process development expenses for our XOWNA® Phase 2b study (the FREEDOM Trial). Research and development in both periods focused on the advancement of our ischemic repair platform and related to:

◦expenses associated with our XOWNA® Phase 2b study (the FREEDOM Trial) which commenced in the fourth quarter of 2020 with the first patient in the study treated in January 2021;

◦ongoing registration-eligible study expenses for HONEDRA® in critical limb ischemia in Japan which focused on patient enrollment completion. The study's enrollment has been significantly curtailed by the COVID-19 pandemic's impact in Japan, including the States of Emergency that have persisted there for ~~over 18 months.~~most of 2020 and 2021. Due to the significant and continued operational and financial burden incurred as a result of these COVID-19 delays, coupled with the complete unpredictability of the timing of site enrollment re-initiation, we will focus our efforts on consummating a partnership with a Japanese company in order to complete the study enrollment as well as to explore the possibility of submitting the existing data to PMDA under the SAKIGAKE designation;

◦expenses associated with the preparation of our filing of an IND and study start-up expenses for the clinical study of CLBS201 for treatment of diabetic kidney disease. A Phase 1,1b, open-label, proof-of-concept trial ~~is being planned and~~which commenced in the first quarter of 2022 with the first patient in the study treated in April 2022. The trial is expected to include six subjects in total with ~~projected~~ enrollment ~~commencing in~~completion targeted during the ~~first~~third quarter of 2022.

•General and administrative expenses were approximately ~~$2.8~~$3.3 million for the three months ended ~~September 30, 2021,~~March 31, 2022, compared to ~~$2.3~~$3.0 million for the three months ended ~~September 30, 2020,~~March 31, 2021, representing an increase of ~~22%~~11%. This increase was primarily due to an increase in ~~Directors and Officers insurance premiums and~~fees associated with the review of potential strategic ~~consulting expenses.~~transactions. Our general and administrative expenses focus on general corporate-related activities.

Historically, to minimize our use of cash, we have used a variety of equity and equity-linked instruments to compensate employees, consultants and other service providers. The use of these instruments has resulted in charges to the results of operations, which have been significant in the past.

~~Other Income (Expense)~~

~~Total other income (expense) is comprised of investment income on cash, cash equivalents and marketable securities.~~

~~Nine Months Ended September 30, 2021 Compared to Nine Months Ended September 30, 2020~~

~~Overall, net losses were $20.7 million for the nine months ended September 30, 2021, compared to $2.7 million for the nine months ended September 30, 2020.~~

~~Operating Expenses~~

For the nine months ended September 30, 2021, operating expenses totaled $22.2 million compared to $13.7 million for the nine months ended September 30, 2020, representing an increase of 62%. Operating expenses comprised the following:

•Research and development expenses were approximately $13.5 million for the nine months ended September 30, 2021, compared to $6.3 million for the nine months ended September 30, 2020, representing an increase of $7.2 million or 113%. This increase was primarily due to an increase in expenses associated with the enrollment of our XOWNA® ~~Phase 2b study (the~~

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~~FREEDOM Trial). Research and development in both periods focused on the advancement of our ischemic repair platform and related to:~~

◦~~expenses associated with our XOWNA~~® ~~Phase 2b study (the FREEDOM Trial) which commenced in the fourth quarter of 2020 with the first patient in the study treated in January 2021;~~

◦ongoing registration-eligible study expenses for HONEDRA® in critical limb ischemia in Japan which focused on patient enrollment completion. The study's enrollment has been significantly curtailed by the COVID-19 pandemic's impact in Japan, including the States of Emergency that have persisted there for over 18 months. Due to the significant and continued operational and financial burden incurred as a result of these COVID-19 delays, coupled with the complete unpredictability of the timing of site enrollment re-initiation, we will focus our efforts on consummating a partnership with a Japanese company in order to complete the study enrollment as well as to explore the possibility of submitting the existing data to PMDA under the SAKIGAKE designation;

◦expenses associated with the preparation of our filing of an IND for the clinical study of CLBS201 for treatment of diabetic kidney disease. A Phase 1, open-label, proof-of-concept trial is being planned and is expected to include six subjects in total with projected enrollment commencing in the first quarter of 2022.
.

•General and administrative expenses were approximately $8.7 million for the nine months ended September 30, 2021, compared to $7.4 million for the nine months ended September 30, 2020, representing an increase of 18%. This increase was primarily due to an increase in Directors and Officers insurance premiums and strategic consulting expenses. Our general and administrative expenses focus on general corporate-related activities.

Other Income (Expense)

Total other income (expense) is comprised of investment income on cash, cash equivalents and marketable securities and a loss on sale of $0.1 million related to the sale of our NJ NOLs.

Income Tax Benefit

In ~~April 2020,~~February 2022, we received final approval from the New Jersey Economic Development Authority ("NJEDA") under the Technology Business Tax Certificate Transfer Program ("Program") to sell a percentage of our NJ ~~NOLs. We subsequently sold a portion of our NJ NOLs to a qualifying and approved buyer pursuant to the Program for net proceeds of $10.9 million.~~

~~In April 2021, we received final approval from the NJEDA under the Program to sell a portion of our NJ~~ NOLs, which were subsequently sold to a qualifying and approved buyer pursuant to the Program for net proceeds of ~~$1.4~~$2.3 million. The ~~$1.5~~$2.5 million of our NJ NOL Tax Benefits have been recorded as a benefit from income taxes and the loss on sale of $0.1 million recorded in other income (expense).

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Analysis of Liquidity and Capital Resources

As of ~~September 30, 2021,~~March 31, 2022, we had cash, cash equivalents and marketable securities of approximately ~~$100.1~~$88.5 million, working capital of approximately ~~$98.0~~$87.9 million, and stockholders’ equity of approximately ~~$98.7~~$88.5 million.

During the ~~nine~~three months ended ~~September 30, 2021,~~March 31, 2022, we met our immediate cash requirements through existing cash balances. Additionally, we used equity and equity-linked instruments to pay for services and compensation.

Net cash used in or provided by, operating, investing and financing activities were as follows (in thousands):


		Nine Months Ended September 30,					Three Months Ended March 31,
		2021		2020			2022		2021
Net cash used in operating activities	Net cash used in operating activities	$	(17,641)	$	(3,256)	Net cash used in operating activities	$	(5,642)	$	(7,975)
Net cash used in investing activities	Net cash used in investing activities	(71,354)		(8,187)		Net cash used in investing activities	(6,090)		(65,090)
Net cash provided by financing activities		85,255		18,567
Net cash (used in) provided by financing activities						Net cash (used in) provided by financing activities	(168)		85,297

Operating Activities

Our cash used in operating activities during the ~~nine~~three months ended ~~September 30, 2021~~March 31, 2022 was ~~$17.6~~$5.6 million, which is comprised of (i) our net loss of $20.7 million, adjusted for non-cash expenses totaling $3.6 million (which includes adjustments for equity-based compensation, depreciation and amortization, and amortization/accretion of marketable securities), and (ii) changes in operating assets and liabilities using approximately $0.6 million.

~~Our cash used in operating activities during the nine months ended September 30, 2020 was $3.3 million, which is comprised of (i) our net loss of $2.7~~$4.2 million, adjusted for non-cash expenses totaling $1.3 million (which includes adjustments for equity-based compensation, depreciation and amortization, and amortization/accretion of marketable securities), and (ii) changes in operating assets and liabilities using approximately ~~$1.9~~$2.7 million.

Our cash used in operating activities during the three months ended March 31, 2021 was $8.0 million, which is comprised of (i) our net loss of $8.1 million, adjusted for non-cash expenses totaling $0.9 million (which includes adjustments for equity-based compensation, depreciation and amortization, and amortization/accretion of marketable securities), and (ii) changes in operating assets and liabilities using approximately $0.8 million.

Investing Activities

Our cash used in investing activities during the ~~nine~~three months ended ~~September 30, 2021~~March 31, 2022 totaled ~~$71.4~~$6.1 million and was primarily due to net purchases of marketable securities (net of sales of marketable securities).

Our cash used in investing activities during the ~~nine~~three months ended ~~September 30, 2020~~March 31, 2021 totaled ~~$8.2~~$65.1 million and was primarily due to net purchases of marketable securities (net of sales of marketable securities).

Financing Activities

Our cash used in financing activities during the three months ended March 31, 2022 totaled $0.2 million, consisted of tax withholding-related payments on net share settlement equity awards to employees.

Our cash provided by financing activities during the ~~nine~~three months ended ~~September 30,~~March 31, 2021 totaled $85.3 million, primarily consisted of (i) net proceeds of $23.1 million through the issuance of common shares and warrants in our January 2021 private placement, (ii) net proceeds of $1.8 million in connection with warrant exercises, (iii) net proceeds of $60.6 million through the issuance of common shares and warrants in both of our February 2021 registered direct offerings, ~~which was partially offset by tax withholding-related payments on net share settlement equity awards to employees.~~

Our cash provided by financing activities during the nine months ended September 30, 2020 primarily consisted of (i) net proceeds of $4.5 million through the issuance of common shares and warrants in our April 2020 registered direct offering, (ii) net proceeds of $3.8 million through the issuance of common shares and warrants in our May 2020 registered direct offering, and (iii) net proceeds of $1.9 million through the issuance of common shares and warrants in our July 2020 private placement offering, and (iv) net proceeds of $8.4 million through the issuance of common shares under our common stock sales agreement with H.C. Wainwright, which was partially offset by tax withholding-related payments on net share settlement equity awards to employees.

Liquidity and Capital Requirements Outlook

To meet our short and long-term liquidity needs, we expect to use existing cash balances and a variety of other means. Other sources of liquidity could include additional potential issuances of debt or equity securities in public or private financings, partnerships and/or collaborations and/or sale of assets. Our history of operating losses and liquidity challenges may make it difficult for us to raise capital on acceptable terms or at all. The demand for the equity and debt of biopharmaceutical companies like ours is dependent upon many factors, including the general state of the financial markets. During times of extreme market volatility, capital may not be available on favorable terms, if at all. Our inability to obtain such additional capital could materially and adversely affect our business operations. We will also continue to seek, as appropriate, grants for scientific and clinical studies from various governmental agencies and foundations, and other sources of non-dilutive funding.

~~Index~~

We believe that our cash on hand will enable us to fund operating expenses for at least the next 12 months following the issuance of our financial ~~statements.~~statements, absent any impact from the Merger, if consummated. Our future capital requirements are difficult to forecast and will depend on many factors, including our ability to consummate the Merger; if the Merger is not completed, the timing and nature of any other strategic transactions that we undertake; and our ability to establish and maintain collaboration partnerships, in-license/out-license or other similar arrangements and the financial terms of such agreements.

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In order to provide Cend with capital for its development programs prior to the closing of the Merger, pursuant to the Purchase Agreement, we purchased 1,135,628 shares of Series D Preferred Stock of Cend for an aggregate purchase price of approximately $10.0 million.

On June 4, 2021, we entered into an At The Market Offering Agreement (the “ATM Agreement”) with H.C. Wainwright & Co., LLC (“HCW”), as sales agent, in connection with an “at the market offering” under which we from time to time may offer and sell shares of our common stock, having an aggregate offering price of up to $50.0 million. On February 18, 2022, we received a deficiency notice from Nasdaq informing us that we are not in compliance with the Minimum Bid Price Requirement. As such, we will not be able to sell shares under the ATM Agreement until we regain compliance, if ever. As of ~~September 30, 2021,~~March 31, 2022, we had not issued any shares under the ATM Agreement. HCW is only obligated to make sales when we are in compliance with all Nasdaq listing standards.

In ~~February~~December 2021, we received preliminary approval from the NJEDA to participate in the ~~Program.~~NJ Technology Business Tax Certificate Transfer Program (the "Program"). The Program permits qualified companies to sell a percentage of their NJ NOLs to unrelated profitable corporations. On ~~April 12, 2021,~~February 22, 2022, we received final approval from NJEDA to sell ~~$1.5~~$2.5 million of our NJ ~~NOLs,~~NOL Tax Benefits, which ~~was~~were subsequently sold to a qualifying and approved buyer pursuant to the Program for net proceeds of ~~$1.4~~$2.3 million.

In February 2021, we entered into a Securities Purchase Agreement (the “Institutional Purchase Agreement”) with certain institutional investors (the “Institutional Purchasers”). Pursuant to the terms of the Institutional Purchase Agreement, we sold to the Institutional Purchasers in a registered direct offering an aggregate of 24,906,134 shares of our common stock and warrants to purchase an aggregate of 12,453,067 shares of our common stock at a combined purchase price equal to $2.45 per share and associated warrant. Each warrant features an exercise price equal to $2.90 per share, is exercisable immediately upon issuance and will expire five years from the issuance date. Additionally, in a concurrent non-brokered registered direct offering, we entered into a Securities Purchase Agreement (the “Additional Purchase Agreement”) with certain accredited investors (the “Additional Purchasers”). Pursuant to the terms of the Additional Purchase Agreement, we sold to the Additional Purchasers an aggregate of 1,632,652 shares of our common stock and warrants to purchase an aggregate of 816,326 shares of our common stock at a combined purchase price equal to $2.45 per share and associated warrant. Each warrant features an exercise price equal to $2.90 per share, is exercisable immediately upon issuance and will expire five years from the issuance date. The closing of the offerings occurred on February 17, 2021. In connection with the registered direct offerings, we received gross proceeds of approximately $65.0 million.

On February 12, 2021, we suspended the use of the at-the-market transactions facility (the “ATM”) and terminated the continuous offering pursuant to the Common Stock Sales Agreement (“Sales Agreement”) entered into in February 2018 with HCW. As of termination date of February 12, 2021, we had sold an aggregate of 3,784,912 shares of our common stock pursuant to the Sales Agreement for aggregate gross proceeds of $9.5 million.

In January 2021, we entered into a Securities Purchase Agreement (the “January Purchase Agreement”) with certain institutional and accredited investors (the “January Purchasers”), pursuant to which the Company issued and sold to the January Purchasers in a private placement an aggregate of (i) 12,500,000 shares of common stock, and (ii) warrants exercisable for up to an aggregate of 6,250,000 shares of common stock at a combined offering price of $2.00 per share of common stock and associated warrant. The warrants have an exercise price of $2.90 per share. Each warrant will be immediately exercisable and will expire five and one-half years from the issuance date. The closing of the offering occurred on January 25, 2021. We received gross proceeds of $25.0 million in connection with the private placement, before deducting placement agent fees and related offering expenses.

In March 2019, we and Lincoln Park Capital Fund, LLC (“Lincoln Park”) entered into a purchase agreement (the “Purchase Agreement”) and a registration rights agreement (the “Registration Rights Agreement”), pursuant to which we have the right to sell to Lincoln Park shares of our common stock having an aggregate value of up to $26.0 million, subject to certain limitations and conditions set forth in the Purchase Agreement (the “Offering”). As consideration for entering into the Purchase Agreement, we issued to Lincoln Park an additional 181,510 shares of common stock as commitment shares. Pursuant to the Purchase Agreement, Lincoln Park purchased 250,000 shares of common stock, at a price of $4.00 per share, for a total gross purchase price of $1.0 million (the “Initial Purchase”) upon commencement. Thereafter, as often as every business day from and after one business day following the date of the Initial Purchase and over the 36-month term of the Purchase Agreement, we have the right, from time to time, at our sole discretion and subject to certain conditions, to direct Lincoln Park to purchase up to 100,000 shares of common stock, with such amount increasing as the closing sale price of the common stock increases; provided Lincoln Park’s obligation under any single such purchase will not exceed $2,500,000, unless we and Lincoln Park mutually agree to increase the maximum amount of such single purchase (each, a “Regular Purchase”). If we direct Lincoln Park to purchase the maximum number of shares of common stock it then may sell in a Regular Purchase, then in addition to such Regular Purchase, and subject to certain conditions and limitations in the Purchase Agreement, we may direct Lincoln Park in an “accelerated purchase” to purchase an additional amount of common stock that may not exceed the lesser of (i) 300% the number of shares purchased pursuant to the corresponding Regular Purchase or (ii) 30% of the total number of shares of our common stock traded during a specified period on the applicable purchase date as set forth in the Purchase Agreement. Under certain circumstances and in accordance with the Purchase Agreement, we may direct Lincoln Park to purchase shares in multiple accelerated purchases on the same trading day. As of September 30, 2021, we had not made any sales of common stock to Lincoln Park under the Purchase Agreement other than the Initial Purchase.

~~Index~~

While we continue to seek capital through a number of means, there can be no assurance that additional financing will be available on acceptable terms, if at all, and our negotiating position in capital generating efforts may worsen as existing resources are used. Additional equity financing may be dilutive to our stockholders; debt financing, if available, may involve significant cash payment obligations and covenants that restrict our ability to operate as a business; our stock price may not reach levels necessary to induce option or warrant exercises; and asset sales may not be possible on terms we consider acceptable. If we are unable to access capital necessary to meet our long-term liquidity needs, we may have to delay the expansion of our business or raise funds on terms that we currently consider unfavorable.

Seasonality

We do not believe that our operations are seasonal in nature.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

Critical Accounting Policies and Estimates

There have been no material changes in our critical accounting policies and estimates during the three ~~and nine~~ months ended ~~September 30, 2021,~~March 31, 2022, compared to those reported in our ~~2020~~2021 Form 10-K.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 4. CONTROLS AND PROCEDURES

(a) Disclosure Controls and Procedures

Disclosure controls and procedures are the controls and other procedures we have designed to ensure that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports that we file under the Exchange Act is accumulated and communicated to management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well-designed and operated, can provide only reasonable assurance of achieving the desired control objectives. Due to the inherent limitations of control systems, not all misstatements may be detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. Controls and procedures can only provide reasonable, not absolute, assurance that the above objectives have been met.

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As of ~~September 30, 2021,~~March 31, 2022, we carried out an evaluation, with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15(e) and 15d-15(e) of the Exchange Act. Based on that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective, at the reasonable assurance level, in ensuring that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to management, including the principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

(b) Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15, that occurred during our last quarter to which this Quarterly Report relates that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II

OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

There are no material changes to the disclosures previously reported in our ~~2020~~2021 Form 10-K.

ITEM 1A. RISK FACTORS

~~There~~Other than as set forth below, there have been no material changes to the risk factors previously reported in our ~~2020~~2021 Form 10-K. See the risk factors set forth in our ~~2020~~2021 Annual Report on Form 10-K under the caption "Item 1 A - Risk Factors."

We currently do not meet the continued listing standards of the Nasdaq Capital Market, which require a minimum closing bid price of $1.00 per share. Our failure to meet Nasdaq’s continued listing standards could result in the delisting of our common stock, negatively impact the price of our common stock and negatively impact our ability to raise additional capital.

Our common stock is listed on the Nasdaq Capital Market. Nasdaq provides various continued listing requirements that a company must meet in order for its stock to continue trading on the Nasdaq Capital Market. Among these requirements is the requirement that the Company’s stock trades at a minimum closing bid price of $1.00 per share. Our stock has recently and consistently traded below $1.00 per share, including closing bid prices below $1.00 per share. On February 18, 2022, we received a deficiency letter from The Nasdaq Stock Market which provided us a grace period of 180 calendar days, or until August 17, 2022, to regain compliance with the minimum bid price requirement. We may achieve compliance during this 180-day period if the closing bid price of our common stock is at least $1.00 per share for a minimum of 10 consecutive business days before August 17, 2022. If we fail to regain compliance on or prior to August 17, 2022, we may be eligible for an additional 180 day compliance period. Additionally, if we fail to comply with any other continued listing standards of Nasdaq, our common stock will also be subject to delisting. If that were to occur, our common stock would be subject to rules that impose additional sales practice requirements on broker-dealers who sell our securities. The additional burdens imposed upon broker-dealers by these requirements could discourage broker-dealers from effecting transactions in our common stock. This would significantly and negatively affect the ability of investors to trade our securities and would significantly and negatively affect the value and liquidity of our common stock. These factors could contribute to lower prices and larger spreads in the bid and ask prices for our common stock. If we seek to implement a reverse stock split in order to remain listed on The Nasdaq Capital Market, the announcement and/or implementation of a reverse stock split could significantly negatively affect the price of our common stock.

Our merger with Cend may not be consummated or may not deliver the anticipated benefits we expect.

There can be no assurance that the Merger will be completed in a timely manner or at all. In addition, even if the Merger is completed, there can be no assurance that the Merger will enhance stockholder value. The Merger Agreement is subject to many closing conditions and termination rights, as set forth in the Merger Agreement. If we do not close the Merger, our board of directors may elect to attempt to complete another strategic transaction similar to the Merger. Attempting to complete another strategic transaction similar to the Merger would be costly and time consuming, and we cannot make any assurances that a future strategic transaction will occur on commercially reasonable terms or at all. We are devoting a significant amount of our time and resources to consummating this transaction, however, there can be no assurance that such activities will result in the consummation of this transaction or that such transaction will deliver the anticipated benefits or enhance stockholder value.

Our net cash may be less than the required amount at the closing of the Merger, which would result in our stockholders owning a smaller percentage of the combined organization and could even result in the termination of the Merger Agreement.

The Merger Agreement includes a net cash requirement as a condition precedent for closing of the Merger. For purposes of the Merger Agreement, net cash is subject to certain reductions, including, without limitation, accounts payable, accrued liabilities (except those related to the Merger), current liabilities payable in cash, unpaid expenses related to the Merger and certain other unpaid obligations, including declared but unpaid cash dividends. In the event the amount of our net cash is smaller or such reductions are greater than anticipated, our stockholders could hold a significantly smaller portion of the combined organization.

Failure to complete the Merger may result in us paying a termination fee or expenses to Cend and could harm the price of our common stock and our future business and operations.

If the Merger is not completed, we are subject to the following risks:

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◦if the Merger Agreement is terminated under certain circumstances, we will be required to pay certain transaction expenses of Cend, up to a maximum of $1.0 million;

◦if the Merger Agreement is terminated under certain circumstances, we will be required to pay Cend a termination fee of $4.0 million, or in some circumstances reimburse the other party’s expenses up to a maximum of $1.0 million;

◦the price of our common stock may decline and remain volatile; and

◦certain of the costs related to the Merger, such as legal and accounting fees, must be paid even if the Merger is not completed.

In addition, if the Merger Agreement is terminated and our Board of Directors or the Cend Board of Directors determines to seek another business combination, there can be no assurance that we will be able to diversify and enhance our product candidate portfolio on terms equivalent or more attractive than the Merger.

The Merger may be completed even though material adverse changes may result from the announcement of the Merger, industry-wide changes and other causes.

In general, either we or Cend can refuse to complete the Merger if there is a material adverse change affecting the other party between the date of the Merger Agreement, and the Closing. However, certain types of changes do not permit either party to refuse to complete the Merger, even if such change could be said to have a material adverse effect on us or Cend, including:

◦any rejection or non-acceptance by a governmental body of a registration or filing relating to certain of our intellectual property rights;

◦the taking of any action, or the failure to take any action, by either us or Cend required to comply with the terms of the Merger Agreement;

◦any effect resulting from the announcement or pendency of the Merger or any related transactions;

◦any natural disaster or any act or threat of terrorism or war anywhere in the world, any armed hostilities or terrorist activities anywhere in the world, any threat or escalation or armed hostilities or terrorist activities anywhere in the world or any governmental or other response or reaction to any of the foregoing;

◦any change in accounting requirements or principles of any change in applicable laws, rules or regulations or the interpretation thereof;

◦any general economic or political conditions or conditions generally affecting the industries in which the we and Cend operate;

◦any changes in research in development, clinical trials or other drug development activities conducted on our behalf;

◦continued losses from our operations or decreases in our cash balance;

◦any epidemics, pandemics, disease outbreaks, or other public health emergencies or the escalation or worsening thereof, including COVID-19;

◦with respect to us, any change in the stock price or trading volume of our common stock excluding any underlying effect that may have caused such change; and

◦with respect to Cend, any change in the cash position of Cend that results from operations in the ordinary course of business.

If adverse changes occur and we and Cend still complete the Merger, the price of our common stock may suffer. This in turn may reduce the value of the Merger to our stockholders.

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The market price of our common stock following the Merger may decline as a result of the Merger.

The market price of our common stock may decline as a result of the Merger for a number of reasons if:

◦investors react negatively to the prospects of the combined organization’s business and prospects from the Merger;

◦the effect of the Merger on the combined organization’s business and prospects is not consistent with the expectations of financial or industry analysts; or

◦the combined organization does not achieve the perceived benefits of the Merger as rapidly or to the extent anticipated by financial or industry analysts.

Our stockholders may not realize a benefit from the Merger commensurate with the ownership dilution they will experience in connection with the Merger.

If the combined organization is unable to realize the full strategic and financial benefits currently anticipated from the Merger, our stockholders will have experienced substantial dilution of their ownership interests without receiving any commensurate benefit, or only receiving part of the commensurate benefit to the extent the combined organization is able to realize only part of the strategic and financial benefits currently anticipated from the Merger.

Our stockholders will have a reduced ownership and voting interest in, and will exercise less influence over the management of, the combined organization following the completion of the Merger as compared to their current ownership and voting interests.

After the completion of the Merger, our current stockholders will own a smaller percentage of the combined organization than their ownership prior to the Merger. Immediately after the Merger, our stockholders, whose shares of common stock will remain outstanding after the Merger, will own approximately 50% of the fully-diluted common stock of the combined organization, excluding out-of-the-money securities. These estimates are based on the anticipated exchange ratio and are subject to adjustment.

During the pendency of the Merger, we may not be able to enter into a business combination with another party at a favorable price because of restrictions in the Merger Agreement, which could adversely affect our respective businesses.

Covenants in the Merger Agreement impede our ability to make acquisitions, subject to certain exceptions relating to fiduciary duties, or to complete other transactions that are not in the ordinary course of business pending completion of the Merger. As a result, if the Merger is not completed, we may be at a disadvantage to our competitors during such period. In addition, while the Merger Agreement is in effect, we are generally prohibited from soliciting, initiating, encouraging or entering into certain extraordinary transactions, such as merger, sale of assets or other business combination outside the ordinary course of business with any third party, subject to certain exceptions relating to fiduciary duties. Any such transactions could be favorable to our stockholders.

Certain provisions of the Merger Agreement may discourage third parties from submitting alternative takeover proposals, including proposals that may be superior to the arrangements contemplated by the Merger Agreement.

The terms of the Merger Agreement prohibit us from soliciting alternative takeover proposals or cooperating with persons making unsolicited takeover proposals, except in limited circumstances when our board of directors determines in good faith that an unsolicited alternative takeover proposal is or is reasonably likely to be inconsistent with the board’s fiduciary duties. Moreover, even if we receive what our board of directors determines is a superior proposal, the Merger Agreement does not permit us to terminate the Merger Agreement to enter into a superior proposal.

If the conditions of the Merger are not met, the Merger will not occur.

Even if the Merger is approved by our stockholders and Cend Stockholders, specified conditions must be satisfied or waived to complete the Merger. These conditions are set forth in the Merger Agreement, which is attached to this Quarterly Report as Exhibit 2.1. We cannot assure you that all of the conditions will be satisfied or waived. If the conditions are not satisfied or waived, the Merger will not occur or will be delayed, and we may lose some or all of the intended benefits of the Merger.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

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ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

The Exhibit Index appearing immediately after the signature page to this Form 10-Q is incorporated herein by reference.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



						CALADRIUS BIOSCIENCES, INC.
~~November 4, 2021~~May 5, 2022						By: /s/ David J. Mazzo, PhD Name: David J. Mazzo, PhD Title: President and Chief Executive Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

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CALADRIUS BIOSCIENCES, INC.

FORM 10-Q

Exhibit Index


2.1		Agreement and Plan of Merger and Reorganization, dated April 26, 2022, among Caladrius Biosciences, Inc., CS Cedar Merger Sub, Inc., and Cend Therapeutics, Inc. (filed as Exhibit 2.1 to the Company's Current Report on Form 8-K, filed with the SEC on April 27, 2022).
2.2		Form of Support Agreement, by and between Caladrius Biosciences, Inc. and certain securityholders of Cend Therapeutics, Inc. (filed as Exhibit 2.2 to the Company's Current Report on Form 8-K, filed with the SEC on April 27, 2022).
2.3		Form of Support Agreement, by and between Cend Therapeutics, Inc. and certain securityholders of Caladrius Biosciences, Inc. (filed as Exhibit 2.3 to the Company's Current Report on Form 8-K, filed with the SEC on April 27, 2022).
2.4		Form of Lock-Up Agreement, by and between Caladrius Biosciences, Inc. and certain securityholders of Caladrius Biosciences, Inc. and Cend Therapeutics, Inc. (filed as Exhibit 2.4 to the Company's Current Report on Form 8-K, filed with the SEC on April 27, 2022).
10.1		Series D Preferred Stock Purchase Agreement, dated April 26, 2022, among Caladrius Biosciences, Inc. and Cend Therapeutics, Inc. (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K, filed with the SEC on April 27, 2022).
10.2		Collaboration Agreement, dated April 26, 2022, between Caladrius Biosciences, Inc. and Cend Therapeutics, Inc. (filed as Exhibit 10.2 to the Company's Current Report on Form 8-K, filed with the SEC on April 27, 2022).
31.1	*	Certification of Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32	**	Certification of Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS		Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH		Inline XBRL Taxonomy Extension Schema
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase
104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

_______________


*			Filed herewith.
**			Furnished herewith.