SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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

FOR THE QUARTERLY PERIOD ENDED MARCH 31, ~~2018~~2019



o	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



Large accelerated filer o	Accelerated filer o
Non-accelerated filer ox ~~(Do not check if a smaller reporting company)~~	Smaller reporting company x
	Emerging growth company o



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



Class	Outstanding as of May 8, 2019
Common stock, $0.001 par value per share	10,382,232	shares

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.~~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:



	PART I- FINANCIAL INFORMATION	Page No.
Item 1.	Financial Statements:	4
	Consolidated Balance Sheets at March 31, ~~2018~~2019 (unaudited) and December 31, ~~2017~~2018	4
	Consolidated Statements of Operations for the three months ended March 31, ~~2018~~2019 and ~~2017~~2018 (unaudited)	5
	Consolidated Statements of Comprehensive Loss for the three months ended March 31, ~~2018~~2019 and ~~2017~~2018 (unaudited)	6
	Consolidated Statements of Equity for the three months ended March 31, ~~2018~~2019 and ~~2017~~2018 (unaudited)	7
	Consolidated Statements of Cash Flows for the three months ended March 31, ~~2018~~2019 and ~~2017~~2018 (unaudited)	8
	Notes to Unaudited Consolidated Financial Statements	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2118
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2723
Item 4.	Controls and Procedures	2723
	PART II- OTHER INFORMATION
Item 1.	Legal Proceedings	2824
Item 1A.	Risk Factors	2824
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2824
Item 3.	Defaults Upon Senior Securities	2824
Item 4.	Mine Safety Disclosures	2824
Item 5.	Other Information	2824
Item 6.	Exhibits	2824
	Signatures	2925

PART I. FINANCIAL INFORMATION

ITEM I. FINANCIAL STATEMENTS

Item 1. Consolidated Financial Statements

CALADRIUS BIOSCIENCES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)

Preferred stock, authorized, 20,000,000 shares

Series B convertible redeemable preferred stock liquidation value, 1 share of common stock, $0.01 par value; 825,000 shares designated; issued and outstanding, 10,000 shares at March 31, 2018 and December 31, 2017, respectively

Preferred stock, authorized, 20,000,000 shares

See accompanying notes to consolidated financial statements.

CALADRIUS BIOSCIENCES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

See accompanying notes to consolidated financial statements.

CALADRIUS BIOSCIENCES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

Three Months Ended March 31,
2018 2017
Net loss $ (4,984,441 ) $ (9,793,324 )

Other comprehensive loss:
Available for sale securities - net unrealized loss (30,746 ) —

Total other comprehensive loss (30,746 ) —

Comprehensive loss (5,015,187 ) (9,793,324 )

Comprehensive loss attributable to noncontrolling interests (1,862 ) (433,497 )

Comprehensive loss attributable to Caladrius Biosciences, Inc. common stockholders $ (5,013,325 ) $ (9,359,827 )



	Three Months Ended March 31,
	2019			2018
Net loss	$	(4,365	)	$	(4,984	)

Other comprehensive income (loss):
Available for sale securities - net unrealized income (loss)	14			(1		)
Total other comprehensive income (loss)	14			(1		)

Comprehensive loss	(4,351		)	(4,985		)

Comprehensive income (loss) attributable to noncontrolling interests	2			(2		)

Comprehensive loss attributable to Caladrius Biosciences, Inc. common stockholders	$	(4,353	)	$	(4,983	)

See accompanying notes to consolidated financial statements.

CALADRIUS BIOSCIENCES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EQUITY

Series B Convertible

Caladrius Biosciences,

Series B Convertible

Caladrius Biosciences,

Series B Convertible

Caladrius Biosciences,

Series B Convertible

Caladrius Biosciences,

See accompanying notes to consolidated financial statements.

CALADRIUS BIOSCIENCES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

See accompanying notes to consolidated financial statements.

CALADRIUS BIOSCIENCES, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Note 1 – The Business

Caladrius Biosciences, Inc. (“we,” “us,” "our," “Caladrius” or the “Company”) is a late-stage therapeutics development biopharmaceutical company ~~developing cellular therapeutics~~committed to ~~treat select~~the development of innovative products that have the potential to restore the health of people with chronic illnesses. The Company's leadership team collectively has decades of biopharmaceutical development experience and world-recognized scientific achievement in the fields of cardiovascular and autoimmune ~~diseases. We leverage specialized development expertise~~disease, among other areas. The Company's goal is to ~~advance our therapies through development with the aim~~build a broad portfolio of ~~eventually obtaining market authorization~~novel and ~~commercializing, either alone or with partners, and providing treatment options to patients suffering from life-threatening~~versatile products that address important unmet medical ~~conditions. Our~~needs. The Company's current product candidates include ~~autologous CD34 cell-based therapies~~three developmental treatments for ischemic repair that are in phase 2 of clinical development as well as an autologous, ex vivo expanded and activated, polyclonal regulatory T cell ("Treg") therapy completing a phase 2 study targeting recent-onset type 1 diabetes mellitus ("T1D") in children aged 8-17. We also have acquired the rights to data and regulatory filings for a CD34-basedcardiovascular diseases based on its CD34+ cell therapy ~~program~~platform: CLBS12, recipient of SAKIGAKE designation, in Phase 2 testing in Japan and eligible for early conditional approval in Japan for the treatment of critical limb ischemia ("CLI"); CLBS14-CMD, in Phase 2 in the U.S. for the treatment of coronary microvascular dysfunction ("CMD"); and CLBS14-NORDA, for which the Company is in discussions with the U.S. Food and Drug Administration (the "FDA") to finalize the Phase 3 trial protocol for no-option refractory disabling angina ("NORDA") for which ~~had advanced to phase 3 under the previous owner. We have designated this program CLBS14-RfA.~~it has received RMAT designation.

Ischemic Repair (CD34 Cell Technology)

Immunomodulation (Treg Technology)

~~CLBS03 has been granted Fast Track and orphan drug designations~~all data from the ~~U.S. Food~~trial (including any 2-year follow-up data to come) and Drug Administration ("FDA") as well as Advanced Therapeutic Medicinal Product ("ATMP") classification from the European Medicines Agency ("EMA"). In October 2016, we received a satisfactory safety evaluation by our independent Data Safety Monitoring Boardwill make decisions regarding further development of CLBS03 based on ~~safety data then available from the first 19 patients enrolled in the trial. A subsequent interim analysis was conducted after approximately 50% of patients reached the six-month follow-up milestone,~~ the results of which were publicly released in March 2018 that the therapy continued to be well tolerated and was deemed non-futile for therapeutic effect. In January 2018, we announced completion of enrollment (110 patients) of the TRex Study.

In February 2017, the California Institute for Regenerative Medicine ("CIRM") awarded us funds of up to $12.2 million to support the T-Rex Study. 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. In March 2018, CIRM calculated the precise amount of the funding award as $8.6 million, based on the actual number of subjects enrolled in California. We have received total funding of $7.9 million through March 31, 2018.those analyses.

Additional Out-licensing Opportunities

~~Our~~The Company's current long-term strategy focuses on advancing ~~our~~its therapies through development with the aim of eventually ~~obtaining~~to obtain market ~~authorization~~authorizations and ~~commercializing,~~enter commercialization, either alone or with partners, to provide treatment options to patients suffering from life-threatening medical conditions. ~~We believe~~The Company believes that ~~we are~~it is positioned to realize potentially meaningful value increases within ~~our~~its own proprietary pipeline if ~~we are~~it is successful in advancing ~~our~~its product candidates to their next significant development milestones.

~~Discontinued Operations~~

On May 18, 2017, we completed the previously announced sale of our remaining 80.1% membership interest in PCT, LLC, a Caladrius company ("PCT") to Hitachi Chemical Co. America, Ltd. ("Hitachi"), pursuant to the Interest Purchase Agreement (the "Purchase Agreement") dated as of March 16, 2017, by and among us, PCT and Hitachi (the "2017 Hitachi Transaction"), for $75.0 million in cash plus an additional cash adjustment of $4.4 million based on PCT’s cash and outstanding indebtedness as of the closing date and a potential future milestone payment (see Note 3). The sale of PCT represented a strategic shift that has had a major effect on our operations, and therefore, all periods presented were adjusted to reflect PCT as discontinued operations. PCT is now known as Hitachi Chemical Advanced Therapeutic Systems ("HCATS").

Basis of Presentation

Principles of Consolidation

Note 2 – Summary of Significant Accounting Policies

Concentration of Risks

We are subject to credit risk from our portfolio of cash, cash equivalents ~~restricted cash,~~ and marketable securities. Under our investment policy, we limit 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 our 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.

The Company recognizes (a) the amount of taxes payable or refundable for the current year and (b) deferred tax liabilities and assets for the future tax consequences of events that have been recognized in the Company’s financial statements or tax returns.

The Tax Cuts and Jobs Act (“the Tax Act”) was enacted on December 22, 2017. The income tax effects of changes in tax laws are recognized in the period when enacted. The Tax Act provides for significant tax law changes and modifications with varying effective dates, which include reducing the U.S. federal corporate income tax rate from 35% to 21%, creating a territorial tax system (with

a one-time mandatory repatriation tax on previously deferred foreign earnings), and allowing for immediate capital expensing of certain qualified property acquired and placed in service after September 27, 2017 and before January 1, 2023.

In response to the enactment of the Tax Act in late 2017, the ~~U.S. Securities and Exchange Commission~~SEC issued Staff Accounting Bulletin No. 118 (“SAB 118”) to address situations where the accounting is incomplete for certain income tax effects of the Tax Act upon issuance of an entity’s financial statements for the reporting period in which the Tax Act was enacted. Under SAB 118, a company may record provisional amounts during a measurement period for specific income tax effects of the Tax Act for which the accounting is incomplete, but a reasonable estimate can be determined, and when unable to determine a reasonable estimate for any income tax effects, report provisional amounts in the first reporting period in which a reasonable estimate can be determined.

The Company continues to evaluate the accounting for uncertainty in tax positions at the end of each reporting period. The guidance requires companies to recognize in their financial statements the impact of a tax position if the position is more likely than not of being sustained if the position were to be challenged by a taxing authority. The position ascertained inherently requires judgment and estimates by management. The Company recognizes interest and penalties as a component of income tax expense.

Recently Issued Accounting Pronouncements

~~Note 3 – Collaboration and License Agreement~~

~~2016 Hitachi Transaction~~

~~2017 Hitachi Transaction~~

On May 18, 2017, the Company sold its remaining 80.1% membership interest in PCT to Hitachi pursuant to the Purchase Agreement, dated as of March 16, 2017, by and among Caladrius PCT and Hitachi (the "2017 Hitachi Transaction"). The aggregate purchase price to the Company consisted of (i) $75.0 million in cash, (ii) $4.4 million, representing additional consideration based on PCT’s cash and outstanding indebtedness as of the closing date, and (iii) a potential future milestone payment of $5.0 million if PCT achieves $125 million in cumulative revenue (excluding clinical service reimbursables) (the “Milestone”) for the period from January 1, 2017 through December 31, 2018 (the “Milestone Period”).

Note 43 – Available-for-Sale-Securities

Note 54 – Loss Per Share

Note 65 – Fair Value Measurements

Note 76 – Accrued Liabilities

Note 7 – Operating Leases



	March 31, 2019
Right-of Use Assets:
Other assets	$	1,184
Total Right-of-Use Asset	$	1,184

Operating Lease Liabilities:
Accrued liabilities	$	396
Other long-term liabilities	868
Total Operating Lease Liabilities	$	1,264



Years ended	Operating Leases
2019	$	428
2020	403
2021	411
2022	236
2023	27
Total lease payments	1,505
Less: Amounts representing interest	(241		)
Present value of lease liabilities	$	1,264

~~Note 9 – Shareholders'~~Stockholders' Equity

~~September 2016 Private Placement~~

In ~~September 2016,~~March 2019, the Company and Lincoln Park Capital Fund, LLC (“Lincoln Park”) entered into ~~Securities~~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 ~~Agreements~~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 ~~certain accredited investors with whom it had a substantive, pre-existing relationship, including certain existing stockholders, for~~such amount increasing as the closing sale byprice 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.

The Company controls the timing and amount of any sales of its common stock ~~at a purchase~~to Lincoln Park. There is no upper limit on the price ~~of $4.72~~ per ~~share. The investments were placed in two tranches whereby (i) $6.6 million was received and 1.4 million shares of~~share that Lincoln Park must pay for its common stock were issued in 2016 upon an initial closing, and (ii) $4.4 million was received and 0.9 million shares of common stock were issued in 2017, which was subject to certain closing conditions, including the enrollment of 70 subjects in the Company’s Phase 2 CLBS03 clinical trial, in a second closing.

~~Aspire Purchase Agreements~~

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.

Common Stock Sales Agreement

In February 2018, the Company entered into a common stock sales agreement (the "Sales Agreement") with H.C. Wainwright & Co., LLC ("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 $12 ~~million.~~million (limited to a maximum of 2,790,697 shares). Subject to the terms and conditions of the Sales Agreement, HCW will use its commercially reasonable efforts consistent with its normal trading and sales practices to sell the shares from time to time, based upon the Company's instructions, including any price, time or size limits specified by the Company. The Company has provided HCW with customary indemnification rights, and HCW will be entitled to a commission at a fixed commission rate equal to 3.0% of the gross proceeds per share sold. In addition, pursuant to the terms of the Sales Agreement, the Company agreed to reimburse HCW $50,000 for legal fees incurred in connection with entering into the Sales Agreement, plus up to $2,500 per calendar quarter in fees for other filing requirements arising from the transactions contemplated by the Sales Agreement. Sales of the shares, if any, under the sales agreement may be made in transactions that are deemed to be “at the market offerings” as defined in Rule 415 under the Securities Act of 1933, as amended. The Company has no obligation to sell any of the shares and may at any time suspend sales under the Sales Agreement or terminate the Sales Agreement. The Sales Agreement will terminate upon the sale of all of the shares under the Sales Agreement unless terminated earlier by either party as permitted under the Sales Agreement.

In August 2018, the Company entered into an amendment to the Sales Agreement to reflect that the shares will be issued pursuant to a Registration Statement on Form S-3 (Registration No. 333-226319) that was declared effective in August 2018 and that replaced the Company’s previously effective shelf registration statement. In connection with the amendment, the number of shares of common stock that may be sold pursuant to the Sales Agreement was increased from an aggregate offering amount of $12 million to $25 million (limited to a maximum of 4,921,260 shares). All other provisions of the Sales Agreement remained unchanged. During the three months ended March 31, 2019, the Company did not issue shares of common stock under the Sales Agreement. As of March 31, ~~2018,~~2019, the Company has ~~not~~ issued ~~any~~149,041 shares of common stock under the Sales ~~Agreement.~~Agreement for net proceeds of $1.0 million since inception.

Stock Options and Warrants



	Three Months Ended March 31,
	2019		2018
Number of restricted stock issued	123,564		127,688
Value of restricted stock issued ($ in thousands)	$	612	$	351

Restricted Stock Units

During the three months ended March 31, 2019 and 2018, the Company issued restricted stock units for services as follows ($ in thousands, except share data):

Three Months Ended March 31,
2018 2017
Number of restricted stock issued 127,688
132,726
Value of restricted stock issued $ 351
$ 470



	Three Months Ended March 31,
	2019		2018
Number of restricted stock units issued	184,454		34,988
Value of restricted stock units issued	$	909	$	133

Note 109 – Share-Based Compensation

~~Share-based~~Share-Based Compensation

Valuation Assumptions

Note 1110 – Research Funding

California Institute of Regenerative Medicine Grant Award

In February 2017, CIRM awarded us funds of up to $12.2 million to support the T-Rex Study. 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. In March 2018, CIRM calculated the precise amount of the funding award as $8.6 million, based on the actual number of subjects enrolled in California.

WeThe Company received $5.7 million in initial funding in May 2017, a $1.9 million milestone payment in December 2017, and $0.3 million progress payment in March 2018, of which the total will be amortized over the estimated award period through July 2020 as a reduction to the related research and development expenses. As of March 31, ~~2018,~~2019, $2.6 million of the funding received is

was recorded in accrued liabilities, representing the amount expected to be recognized over the next 12 months, and ~~$3.4~~$0.9 million of the funding received iswas recorded in other long-term liabilities. During the three months ended March 31, 2019 and March 31, 2018, the Company amortized and recognized a $0.6 million ~~credit~~and $0.6 million in credits, respectively to research and development related to CIRM funds received.

Note 1211 – 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.

~~Note 13 – Discontinued Operations~~

On May 18, 2017, the Company sold its remaining 80.1% membership interest in PCT to Hitachi pursuant to the 2017 Hitachi Transaction (see Note 3). The aggregate purchase price to the Company consisted of (i) $75.0 million in cash, (ii) $4.4 million, representing additional consideration based on PCT’s cash and outstanding indebtedness as of the closing date, and (iii) a potential future milestone payment of $5.0 million if PCT achieves $125 million in cumulative revenue (excluding clinical service reimbursables) for the period from January 1, 2017 through December 31, 2018. The Company has determined that the fair value of the milestone payment as of the closing date was valued at zero.

specified in any claim notice delivered to the Company. The Company also received the $4.4 million additional consideration payment in July 2017. The Company incurred approximately $6.9 million in transaction costs related to the 2017 Hitachi Transaction, including $4.3 million in retention payments to PCT employees, of which 50% was paid in June 2017, and the other 50% payable on the one year anniversary of the closing date.

Fair value of consideration received $ 79,425
Transaction and retention costs (6,919 )
Carrying value of segment non-controlling interest 3,687
$ 76,193
Less carrying amount of assets and liabilities sold:
Cash $ 6,727
Accounts receivable 3,702
Deferred costs 4,685
Prepaid expenses and other current assets 743
Property, plant and equipment, net 14,900
Goodwill 7,013
Intangibles, net 2,090
Other assets 215
Accounts payable (2,278 )
Accrued liabilities (2,927 )
Due from Caladrius 450
Unearned revenues (10,529 )
Notes payable (342 )
$ 24,449

Gain on sale of PCT $ 51,744

The operations and cash flows of the PCT Segment were eliminated from ongoing operations with the sale of the Company's PCT Interest. The operating results of the PCT Segment for the three months ended March 31, 2017 were as follows (in thousands):

Three Months Ended March 31,
2017
Revenue $ 10,310
Cost of revenues (10,053 )
Research and development (113 )
Selling, general, and administrative (3,243 )
Other expense (9 )
Provision for income taxes (50 )
Loss from discontinued operations $ (3,157 )

Note 1412 – ~~Commitments and~~ Contingencies

~~Lease Commitments~~

We lease facilities under various operating lease agreements in Basking Ridge, NJ, Rye Brook, NY, and Irvine, CA, of which certain have escalation clauses and renewal options. We also lease equipment under certain noncancelable operating leases. Our leases expire from time to time through 2021.

~~A summary of future minimum rental payments required under operating leases that have initial or remaining terms in excess of one year as of March 31, 2018 are as follows (in thousands):~~

Years ended Operating Leases
2018 $ 669
2019 905
2020 827
2021 474
2022 and thereafter 129
Total minimum lease payments $ 3,004

~~Index~~

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 ~~2017~~2018 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 ~~2017~~2018 Form 10-K.

Overview

Caladrius Biosciences, Inc. (“we,” “us,” "our," “Caladrius” or the “Company”) is a late-stage therapeutics development biopharmaceutical company ~~developing cellular therapeutics~~committed to ~~treat select~~the development of innovative products that have the potential to restore the health of people with chronic illnesses. Our leadership team collectively has decades of biopharmaceutical development experience and world-recognized scientific achievement in the fields of cardiovascular and autoimmune ~~diseases. We leverage specialized development expertise~~disease, among other areas. Our goal is to ~~advance our therapies through development with the aim~~build a broad portfolio of ~~eventually obtaining market authorization~~novel and ~~commercializing, either alone or with partners, and providing treatment options to patients suffering from life-threatening~~versatile products that address important unmet medical ~~conditions.~~needs. Our current product candidates include ~~autologous CD34 cell-based therapies~~three developmental treatments for ~~ischemic repair that~~cardiovascular diseases based on its CD34+ cell therapy platform: CLBS12, recipient of SAKIGAKE designation, in Phase 2 testing in Japan and eligible for early conditional approval in Japan for the treatment of critical limb ischemia ("CLI"); CLBS14-CMD, in Phase 2 in the U.S. for the treatment of coronary microvascular dysfunction ("CMD"); and CLBS14-NORDA, for which we are in ~~phase 2 of clinical development as well as an autologous, ex vivo expanded~~discussions with the U.S. Food and ~~activated, polyclonal regulatory T cell~~Drug Administration (the "FDA") to finalize the Phase 3 trial protocol for no-option refractory disabling angina ("~~Treg"~~NORDA") ~~therapy completing a phase 2 study targeting recent-onset type 1 diabetes mellitus ("T1D") in children aged 8-17. We also have acquired the rights to data and regulatory filings~~ for ~~a CD34-based cell therapy program for refractory angina,~~ which ~~had advanced to phase 3 under the previous owner. We have designated this program CLBS14-RfA.~~it has received RMAT designation.

Ischemic Repair (CD34 Cell Technology)

Our ~~CD34~~CD34+ cell technology 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. Through the administration of ~~CD34~~CD34+ cells, we seek to promote the development and formation of new ~~blood vessels~~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~~its CD34+ cell technology, including ~~critical limb ischemia ("CLI"), coronary microvascular dysfunction ("CMD")~~but not limited to CLI, CMD and refractory angina ("RfA"). Published reports in Circulation Cardiovascular Interventions, Atherosclerosis, Stem Cells and Circulation Journal, provide preliminary evidence that CD34 cell therapy is safe and can exert significant therapeutic effects in patients with CLI, a condition in which blood flow to the legs is severely impaired, causing pain and non-healing ulcers and, ultimately, potentially resulting in the need for amputation. Our Clinical Trial Notification for a pivotal Phase 2 trial investigatingNORDA.

Regarding CLBS12, our product candidate infor CLI, ~~CLBS12, was submitted to~~after detailed discussion and agreement with the Japanese Pharmaceutical and Medical Device Agency ("PMDA") ~~and was cleared to proceed. The protocol design was agreed to with PMDA, the study was~~, we opened a Phase 2 trial for enrollment in December 2017 and announced in March 2018 treatment of the first ~~patient was announced in March 2018.~~patient. Based on ~~our~~ discussions with the PMDA, we expect that a successful outcome of this trial will ~~qualify~~make CLBS12 eligible for ~~consideration of~~ early conditional approval in Japan, thereby effectively making ~~our phase~~the Phase 2 trial a potential registration trial. In addition, Japan’s Ministry of Health, Labour and Welfare (“MHLW”) recently assigned CLBS12 “SAKIGAKE” designation (a Japanese regulatory status similar to "breakthrough" designation awarded by FDAtrial in that strategic market. The initial responses observed in the ~~USA) reflecting its expectation~~small number of ~~“prominent effectiveness” based on data of mechanism of action from non-clinical~~subjects who have reached an endpoint in this open label study are consistent with a positive therapeutic effect and ~~early phase~~safety profile as reported by previously published clinical ~~trials. The SAKIGAKE Designation System promotes research and development~~trials in Japan driving early practical application for innovative pharmaceutical products, medical devices and regenerative medicines. As a designated therapy under the system, CLBS12 should have the benefits of prioritized consultation, a dedicated review system to support the development and review process, as well as reduced review time from the normal 12 months down to 6 months. In anticipation of a successful trial outcome and the ~~possibility~~U.S. While these early signs are encouraging, it is clear that the final outcome of ~~conditional approval, we continue to seek a local partner for CLBS12 in Japan. We also have acquired~~ the ~~rights to~~trial will be dependent on all data and regulatory filings for a CD34-based cell therapy program for refractory angina, which had advanced to phase 3 under the previous investigational new drug application (“IND”) holder. We have designated this program CLBS14-RfA and recently reactivated the IND with the U.S. Food and Drug Administration (“FDA”). Furthermore, we submitted grant applications in an effort to seek non-dilutive financing to investigate the CD34 technology for additional clinical indications in the United States. from all subjects.

In October 2017, we announced the award of a $1.9 million grant from the National Institutes of Health to support a clinical study of ~~CD34~~CD34+ cells in patients with ~~coronary microvascular dysfunction.~~CMD. This led to the initiation of development of CLBS14-CMD and enrollment of patients in the Company's ESCaPE-CMD Phase 2 proof-of-concept study at the Mayo Clinic in Rochester, MN and Cedars-Sinai Medical

Index

Center, Los Angeles, CA. The ~~first patient has been enrolled~~early results observed in this ~~study~~open label trial from the small number of ~~CLBS14-CMD.~~subjects who have reached the 6-month (primary endpoint) follow-up visit support our expectations for CLBS14-CMD and a positive therapeutic effect and acceptable safety profile in this indication. While the final outcome of the trial will be dependent on the 6-month data from all subjects, these early observations of increased coronary flow reserve and decreased angina symptoms in treated patients are encouraging.

To support a development program of CD34+ cells in the indication of NORDA, we acquired the rights to data and regulatory filings for a CD34+ cell therapy program for refractory angina that had been advanced to Phase 3 under the previous investigational new drug application (“IND”) holder. We have designated this program CLBS14-NORDA and reactivated the IND with the FDA with Caladrius as the sponsor. We are presently working with the FDA to finalize the design of a single registration trial for the registration of CLBS14-NORDA and are targeting the initiation of that trial in fall if 2019.

Immunomodulation (Treg Technology)

We ~~are~~have been developing ~~strategically, through~~for the ~~utilization of our core development expertise, a product candidate (CLBS03) that has the potential to be~~last several years an innovative therapy for ~~T1D. This therapy~~T1D (identified as CLBS03) that is based on a proprietary T regulatory cell platform technology for immunomodulation. ~~We have selected, as an initial target,~~CLBS03 was granted Fast Track and Orphan drug designations from the ~~unmet medical need of patients who are newly diagnosed with T1D, most of whom will be under~~FDA for this proposed indication and was granted Advanced Therapeutic Medicinal Product ("ATMP") classification from the ~~age of 18.~~European Medicines Agency ("EMA"). This program is based on the use of Tregs (T-regulatory cells) to treat diseases caused by imbalances in an

~~Index~~

individual's immune system. This novel approach seeks to restore immune balance by enhancing Treg number and function. Tregs are a natural part of the human immune system and regulate the activity of effector T cells, the cells that are responsible for protecting the body from pathogens and foreign antigens. When Tregs function properly, only harmful foreign materials are attacked by effector T cells. In autoimmune disease, however, it is thought that deficient Treg activity and numbers permit the effector T cells to attack the body's own beneficial cells. In the case of T1D, the beta cells in the pancreas are attacked, thereby reducing and/or eliminating over time the patient's ability to produce insulin. Insulin is necessary to regulate sugar metabolism and maintain proper sugar levels in the blood. Inconsistent or unnatural insulin levels can lead to many complications, including blindness, vascular disease and, if no insulin supplement is provided, even death. There are currently no curative treatments for TID, only lifelong insulin therapy, which often does not prevent serious co-morbidities. Two Phase 1 clinical trials of Treg technology in T1D, taken together demonstrated safety and tolerance, feasibility of manufacturing, an implied durability of effect as well as an early indication of potential therapeutic effect through the preservation of beta cell function.

In ~~the first quarter of~~ 2016, we commenced patient enrollment in the first of two cohorts in The Sanford Project: T-Rex Study, a Phase 22a prospective, randomized, placebo-controlled, double-blind clinical trial ~~(the "TRex Study")~~ to evaluate the safety and efficacy of CLBS03 in adolescents with recent onset ~~TID.~~T1D (the "T-Rex Study"). On February 13, 2019, we announced top line results indicating that the therapy was well-tolerated but that the study's primary endpoint of preservation of C-peptide had not been achieved. We ~~entered into~~and our collaborators are conducting a ~~strategic collaboration with Sanford Research to support the execution~~comprehensive analysis of ~~this trial. Sanford Research is a U.S.-based non-profit research organization that supports an emerging translational research center focused on finding a cure for T1D.~~

Additional Out-licensing Opportunities

Our broad intellectual property portfolio of cell therapy assets includes notable programs available for out-licensing in order to continue their clinical development. These include additional indications for both our Treg product and ~~additional indications for~~ our ~~CD34~~CD34+ cell technology.

Our current long-term strategy focuses on advancing our therapies through development with the aim of eventually obtaining market ~~authorization~~authorizations and ~~commercializing,~~entering commercialization, either alone or with partners, to provide treatment options to patients suffering from life-threatening medical conditions. We believe that we are 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.

~~Discontinued Operations~~

Results of Operations

Three Months Ended March 31, ~~2018~~2019 Compared to Three Months Ended March 31, ~~2017~~2018

~~Net~~Overall, net loss ~~from continuing operations~~ was $4.4 million for the three months ended March 31, 2019, compared to $5.0 million for the three months ended March 31, ~~2018,~~2018.

Operating Expenses

For the three months ended March 31, 2019, operating expenses totaled $4.6 million compared to ~~net loss from continuing operations of $6.6~~$5.2 million for the three months ended March 31, ~~2017. Overall net loss for the three months ended~~

~~Index~~

~~March 31,~~ 2018, was approximately $5.0 million, compared to overall net loss of $9.8 million for the three months ended March 31, 2017. The overall net loss during the three months ended March 31, 2017 included losses from discontinued operations of $3.2 million.

~~Operating Expenses~~

~~For the three months ended March 31, 2018, operating expenses totaled $5.2 million compared to $6.4 million for the three months ended March 31, 2017,~~ representing a decrease of ~~$1.3~~$0.6 million, or ~~20%~~11%. Operating expenses were comprised of the following:

Index

Research and development expenses were approximately $2.0 million for the three months ended March 31, 2019, compared to $2.3 million for the three months ended March 31, 2018, ~~compared~~representing a decrease of approximately $0.2 million, or 10%. Research and development in both periods focused on the advancement of our ischemic repair platform, and related to ~~$3.7~~(i) expenses associated with our ongoing Phase 2 study of CLBS12 in critical limb ischemia development program in Japan, (ii) expense associated with our ongoing Phase 1b/2a study for CLBS14-CMD in coronary microvascular dysfunction, and (iii) expenses associated with the planning of our CLBS14-NORDA program in refractory angina.

General and administrative expenses were approximately $2.6 million for the three months ended March 31, ~~2017, representing a decrease of approximately $1.5 million, or 39%.~~

◦

~~Immune Modulation -~~ ~~Immune modulation expenses, primarily related to expenses associated with our Phase 2 study of CLBS03 in T1D, were $0.2 million for the three months ended March 31, 2018,~~2019, compared to $4.0 million for the three months ended March 31, 2017. In December 2017, we completed enrollment in the Phase 2 study, along with all manufacturing-related costs. Our 2018 expenses reflect significantly lower expenses as we transition our activities into the follow-up phase of the Phase 2 study.

◦

~~Ischemic Repair -~~ Ischemic repair expenses were $2.1 million for the three months ended March 31, 2018, compared to $0.1 million for the three months ended March 31, 2017. The increase is primarily related to (i) expenses associated with our Phase 2 study of CLBS12 in critical limb ischemia development program in Japan, and (ii) initiation-related program expenses associated with our Phase 1 study for CLBS14-CMD in coronary microvascular dysfunction.

~~General and administrative expenses were approximately~~ $2.9 million for the three months ended March 31, 2018, ~~compared to $2.7 million for the three months ended March 31, 2017,~~ representing ~~an increase~~a decrease of approximately ~~$0.2~~$0.3 million, or 7%12%. ~~The minor increase was due to higher overall corporate development activity~~Our general and administrative expenses ~~which were partially offset by lower overall equity-based compensation 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 primarily comprised of investment income on cash and marketable securities, offset by interest expense on notes and loans payables. Total other income, net for the three months ended March 31, 2018 was $0.2 million, compared with total other expense, net of $0.2 million for the three months ended March 31, 2017. The investment income increase in the current year period as a result of higher cash and cash equivalents, and marketable securities balances compared with the prior year period. Interest expense in 2017 primarily related to interest expense on the loan from Oxford Finance LLC, which was paid in full concurrent with the PCT sale in May 2017.

~~Discontinued Operations~~

On May 18, 2017, we completed the sale of our remaining 80.1% membership interest in PCT to Hitachi. Pursuant to the Purchase Agreement, the aggregate purchase price to us consisted of (i) $75.0 million in cash, (ii) a $4.4 million cash adjustment, based on PCT’s cash and outstanding indebtedness as of the closing date, and (iii) a potential future milestone payment of $5.0 million, if PCT achieves $125 million in cumulative revenue (excluding clinical service reimbursables) (the “Milestone”) for the period from January 1, 2017 through December 31, 2018 (the “Milestone Period”). We have determined that the fair value of the milestone payment as of the closing date was valued at zero.

Pursuant to the terms of the Purchase Agreement, Hitachi paid us $5.0 million in March 2017, as an advance payment pending shareholder approval of the transaction and other closing conditions included in the Purchase Agreement. On the closing date, we received $65.0 million, with an additional $5.0 million of the purchase consideration (the "Escrow Amount") deposited into an escrow account to cover potential indemnification claims against us. In June 2018, the escrow agent will disburse to the Company the Escrow Amount less (i) that portion of the Escrow Amount previously paid in satisfaction of claims for indemnification pursuant

~~Index~~

to the terms of the Purchase Agreement and (ii) that portion of the Escrow Amount that is determined, in the reasonable judgment of Hitachi, to be necessary to satisfy all unsatisfied or disputed claims for indemnification specified in any claim notice delivered to us. We also received the additional $4.4 million cash adjustment payment in July 2017. We incurred approximately $6.9 million in transaction costs related to the sale, including $4.3 million in retention payments to PCT employees, of which 50% was paid in June 2017, and the other 50% payable on the one year anniversary of the closing date.

~~We recognized the following gain on the date of sale of our 80.1% interest in PCT (in thousands):~~

The operations and cash flows of the PCT segment were eliminated from ongoing operations with the sale of our PCT interest. The operating results of the PCT segment for the three months ended March 31, 2017 were as follows (in thousands):

Index

Analysis of Liquidity and Capital Resources

At March 31, ~~2018~~2019, we had cash, cash equivalents, ~~restricted cash,~~ and marketable securities of approximately ~~$53.6~~$38.4 million, working capital of approximately $~~46.6~~34.5 million, and stockholders’ equity of approximately $~~45.6~~34.7 million.

During the three months ended March 31, ~~2018,~~2019, 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 provided by or used in operating, investing and financing activities from continuing operations were as follows (in thousands):

Three Months Ended March 31,
2018 2017
Net cash used in operating activities - continuing operations $ (6,298.5 ) $ (4,593.3 )
Net cash used in investing activities - continuing operations (1,188.4 ) (69.7 )
Net cash (used in) provided by financing activities - continuing operations (72.6 ) 7,668.3



	Three Months Ended March 31,
	2019			2018
Net cash used in operating activities	$	(5,486	)	$	(6,299	)
Net cash provided by (used in) investing activities	8,741			(1,189		)
Net cash provided by (used in) financing activities	870			(72		)

Operating Activities ~~- Continuing Operations~~

Our cash used in operating activities ~~from continuing operations~~ during the three months ended March 31, ~~2018~~2019 was ~~$6.3~~$5.5 million, which is comprised of (i) our net loss ~~from continuing operations~~ of ~~$5.0~~$4.4 million, adjusted for non-cash expenses totaling $~~0.3~~0.6 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 $~~1.6~~1.8 million.

Our cash used in operating activities ~~from continuing operations~~ during the three months ended March 31, ~~2017~~2018 was ~~$4.6~~$6.3 million, which is comprised of (i) our net loss ~~from continuing operations~~ of ~~$6.6~~$5.0 million, adjusted for non-cash expenses totaling $~~0.5~~0.3 million (which includes adjustments for equity-based compensation, depreciation and amortization, and ~~loss on disposal~~amortization/accretion of ~~assets)~~marketable securities), and (ii) changes in operating assets and liabilities providing approximately $~~1.5~~1.6 million.

Investing Activities ~~- Continuing Operations~~

Our cash ~~used in~~provided by investing activities during the three months ended March 31, ~~2018~~2019 totaled ~~$1.2~~$8.7 million, and ~~primarily consisted~~was entirely due to net proceeds from the sale of ~~net investments in~~ marketable ~~securities.~~securities (net of proceeds on purchases of marketable securities).

Our cash used in investing activities in the three months ended March 31, 2018 totaled approximately $1.2 million, and was primarily due to net payments on the purchase of marketable securities (net of proceeds from the sale of marketable securities).

Financing Activities

Our cash provided by financing activities during the three months ended March 31, ~~2017 totaled $0.1 million, and~~2019 consisted of ~~property and equipment purchases.~~

~~Financing Activities - Continuing Operations~~

proceeds of $1.0 million through the issuance of 250,000 shares of our common stock under the provisions of our common stock purchase agreement with Lincoln Park Capital, which were partially offset by tax withholding-related payments on net share settlement equity awards to employees.

Our cash used in financing activities during the three months ended March 31, 2018 consisted of payment obligations under equipment finance leases and tax withholding-related payments on net share settlement equity awards to employees, which were partially offset by minor option exercise proceeds.

~~Our cash provided by financing activities during the three months ended March 31, 2017 consisted of the following:~~

~~We received $5.0 million from Hitachi as an advance payment in connection with the sale of our remaining 80.1% membership interest in PCT.~~

We raised gross proceeds of $2.0 million through the issuance of 423,729 shares of our common stock under the conditions of the Second Closing (achievement of the enrollment of 70 subjects in our Phase 2 CLBS03 clinical trial), relating to the September 2016 private placement offering.

~~We raised gross proceeds of approximately $1.2 million through the issuance of 210,506 shares of our common stock under the provisions of our Common Stock Purchase Agreement with Aspire.~~

~~We paid $0.8 million in principal payments on our long-term debt to Oxford Finance.~~

~~Index~~

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

Index

from various governmental agencies and foundations. We believe that our cash on hand will enable us to fund ~~the development of CLBS03 and other~~ operating expenses for at least the next 12 months following the issuance of our financial statements. Any future development of CLBS14-NORDA will be the subject of the use of proceeds of a future capital raise. Similarly, any future development of CLBS12 in the USA will also be the subject of the use of proceeds of a future capital raise.

On March 13, 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 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.

In February 2018, we entered into a common stock sales agreement (the "Sales 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, which was further amended in August 2018, having an aggregate offering price of up to ~~$12~~$25 million. Subject to the terms and conditions of the Sales Agreement, HCW will use its commercially reasonable efforts consistent with its normal trading and sales practices to sell the shares from time to time, based upon our instructions, including any price, time or size limits specified by us. We have provided HCW with customary indemnification rights, and HCW will be entitled to a commission at a fixed commission rate equal to 3.0% of the gross proceeds per share sold. In addition, pursuant to the terms of the Sales Agreement, we agreed to reimburse HCW $50,000 for legal fees incurred in connection with entering into the Sales Agreement, plus up to $2,500 per calendar quarter in fees for other filing requirements arising from the transactions contemplated by the Sales Agreement. Sales of the shares, if any, under the sales agreement may be made in transactions that are deemed to be “at the market offerings” as defined in Rule 415 under the Securities Act of 1933, as amended. We have no obligation to sell any of the shares, and may at any time suspend sales under the Sales Agreement or terminate the Sales Agreement. The Sales Agreement will terminate upon the sale of all of the shares under the Sales Agreement unless terminated earlier by either party as permitted under the Sales Agreement. As of March 31, ~~2018,~~2019, we ~~have not~~ issued ~~any~~149,041 shares of common stock under the Sales ~~Agreement.~~Agreement for net proceeds of $1.0 million.

In February 2017, the California Institute for Regenerative Medicine ("CIRM") awarded us funds of up to $12.2 million to support the T-Rex Study. The funding was 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. In March 2018, CIRM calculated the precise amount of the funding award as $8.6 million, based on the actual number of subjects enrolled in California. We have received total funding of $7.9 million through March 31, ~~2018.~~

In 2016, Hitachi purchased a 19.9% membership interest in PCT for $19.4 million, of which $15.0 million of proceeds was distributed to us from PCT and $4.4 million remained at PCT. In 2017, we received $74.6 million (net) in connection with the sale of our remaining 80.1% ownership interest in PCT to Hitachi, less $6.7 million of cash held by our PCT subsidiary on the date of the acquisition.

In 2016, we entered into a securities purchase agreement with a single institutional investor pursuant to which we issued in a registered direct offering, an aggregate of 0.8 million shares of our common stock at a purchase price of $4.72 per share. The gross proceeds to us from the registered direct offering of the shares of common stock were $4.0 million. In concurrent private placements, in 2016, we entered into securities purchase agreements with certain accredited investors with whom we had a substantive, pre-existing relationship, including certain existing stockholders, for the sale by us of common stock, at a purchase price of $4.72 per share. The investments were placed in two tranches whereby (i) $6.6 million was received and 1.4 million shares of common stock were issued in 2016 upon an initial closing, and (ii) $4.4 million was received and 0.9 million shares of common stock were issued in 2017, which was subject to certain closing conditions, including the enrollment of 70 subjects in our Phase 2 CLBS03 clinical trial, in a second closing.2019.

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.

~~Index~~

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

Critical Accounting Policies and Estimates

Index

There have been no material changes in our critical accounting policies and estimates during the three months ended March 31, ~~2018,~~2019, compared to those reported in our ~~2017~~2018 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 ~~our~~the controls and other procedures ~~that are~~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 the Chief Executive Officer and Chief 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.

As of March 31, ~~2018~~2019, we carried out an evaluation, with the participation of our management, including our Chief Executive Officer and Chief 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 Chief Executive Officer and Chief 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 Chief Executive Officer and Chief 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.

Index

PART II

OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

There are no material changes to the disclosures previously reported in our ~~2017~~2018 Form 10-K.

ITEM 1A. RISK FACTORS

There have been no material changes to the risk factors previously reported in our ~~2017~~2018 Form 10-K. See the risk factors set forth in our ~~2017~~2018 Annual Report on Form 10-K under the caption "Item 1 A - Risk Factors."

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

None.

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.

Index

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.
May ~~10, 2018~~9, 2019		By: /s/ David J. Mazzo, PhD Name: David J. Mazzo, PhD Title: President and Chief Executive Officer (Principal Executive Officer)
May ~~10, 2018~~9, 2019		By: /s/ Joseph Talamo Name: Joseph Talamo Title: Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)

Index

CALADRIUS BIOSCIENCES, INC.

FORM ~~10Q~~10-Q

Exhibit Index



31.1	*	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	*	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	**	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	**	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema
101.CAL		XBRL Taxonomy Extension Calculation Linkbase
101.DEF		XBRL Taxonomy Extension Definition Linkbase
101.LAB		XBRL Taxonomy Extension Label Linkbase
101.PRE		XBRL Taxonomy Extension Presentation Linkbase

_______________



*	Filed herewith.
**	Furnished herewith.

3026


	March 31, 2018			December 31, 2017			March 31, 2019				December 31, 2018
ASSETS	(Unaudited)						(Unaudited)
Current Assets
Cash and cash equivalents	$	21,600,899		$	29,163,200		$	14,424			$	10,299
Restricted cash	5,007,531			5,004,789
Marketable securities	26,983,626			25,916,681			23,946				32,754
Accounts receivable, net of allowances of $0 at March 31, 2018 and December 31, 2017, respectively	144,256			234,461
Prepaid and other current assets	792,961			790,514			1,276				1,053
Total current assets	54,529,273			61,109,645			39,646				44,106
Property and equipment, net	178,109			256,905			148				165
Deferred tax assets	575,055			575,055
Other assets	1,434,077			1,434,077			1,494				309
Total assets	$	56,716,514		$	63,375,682		$	41,288			$	44,580
LIABILITIES AND EQUITY
Current Liabilities

LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Accounts payable	$	866,840		$	1,343,089		$	553			$	762
Accrued liabilities	6,998,396			7,810,948			4,548				4,857
Notes payable, current	92,048			159,180
Total current liabilities	7,957,284			9,313,217			5,101				5,619
Other long-term liabilities	3,443,609			3,872,679			1,729				1,507
Total liabilities	$	11,400,893		$	13,185,896		$	6,830			$	7,126
Commitments and Contingencies

EQUITY
STOCKHOLDERS' EQUITY
Stockholders' Equity
Preferred stock, authorized, 20,000,000 shares Series B convertible redeemable preferred stock liquidation value, 1 share of common stock, $0.01 par value; 825,000 shares designated; issued and outstanding, 10,000 shares at March 31, 2018 and December 31, 2017, respectively	100			100
Common stock, $.001 par value, authorized 500,000,000 shares; issued and outstanding, 9,574,685 and 9,483,911 shares at March 31, 2018 and December 31, 2017, respectively	9,575			9,484
Preferred stock, authorized, 20,000,000 shares Series B convertible redeemable preferred stock liquidation value, 1 share of common stock, $0.01 par value; 825,000 shares designated; issued and outstanding, 10,000 shares at March 31, 2019 and December 31, 2018, respectively							—				—
Common stock, $0.001 par value, authorized 500,000,000 shares; issued and outstanding, 10,393,312 and 9,865,735 shares at March 31, 2019 and December 31, 2018, respectively							10				10
Additional paid-in capital	433,137,593			433,044,209			437,850				436,433
Treasury stock, at cost; 11,080 shares at March 31, 2018 and December 31, 2017, respectively	(707,637		)	(707,637		)
Treasury stock, at cost; 11,080 shares at March 31, 2019 and December 31, 2018							(708		)		(708		)
Accumulated deficit	(386,792,688		)	(381,810,109		)	(402,406		)		(397,977		)
Accumulated other comprehensive loss	(58,724		)	(27,978		)	(18		)		(32		)
Total Caladrius Biosciences, Inc. stockholders' equity	45,588,219			50,508,069			34,728				37,726
Noncontrolling interests	(272,598		)	(318,283		)	(270		)		(272		)
Total equity	45,315,621			50,189,786
Total liabilities and equity	$	56,716,514		$	63,375,682
Total stockholders' equity							34,458			��	37,454
Total liabilities and stockholders' equity							$	41,288			$	44,580


	Three Months Ended March 31,						Three Months Ended March 31,
	2018			2017			2019			2018
Operating Expenses:
Research and development	$	2,262,240		$	3,726,132		$	2,038		$	2,262
General and administrative	2,896,444			2,706,394			2,554			2,897
Total operating expenses	5,158,684			6,432,526			4,592			5,159

Operating loss	(5,158,684		)	(6,432,526		)	(4,592		)	(5,159		)

Other income (expense):
Other income (expense), net	177,538			(44,395		)
Investment income, net							227			178
Interest expense	(3,295		)	(158,928		)	—			(3		)
Total other income (expense), net	174,243			(203,323		)	227			175

Loss from continuing operations before benefit from income taxes and noncontrolling interests	(4,984,441		)	(6,635,849		)
Benefit from income taxes	—			—
Net loss from continuing operations	(4,984,441		)	(6,635,849		)
Discontinued operations - net of taxes	—			(3,157,475		)
Net loss	$	(4,984,441	)	$	(9,793,324	)	$	(4,365	)	$	(4,984	)

Less - net loss from continuing operations attributable to noncontrolling interests	(1,862		)	(64,666		)
Less - net loss from discontinued operations attributable to noncontrolling interests	—			(368,831		)
Net loss attributable to Caladrius Biosciences, Inc. common stockholders	$	(4,982,579	)	$	(9,359,827	)

Amounts attributable to Caladrius Biosciences, Inc. common stockholders:
Loss from continuing operations	(4,982,579		)	(6,571,183		)
Loss from discontinued operations - net of taxes	—			(2,788,644		)
Less - net income (loss) attributable to noncontrolling interests							2			(2		)
Net loss attributable to Caladrius Biosciences, Inc. common stockholders	$	(4,982,579	)	$	(9,359,827	)	$	(4,367	)	$	(4,982	)


Basic and diluted loss per share
Continuing operations	$	(0.52	)	$	(0.78	)
Discontinued operations	$	—		$	(0.33	)
Caladrius Biosciences, Inc. common stockholders	$	(0.52	)	$	(1.12	)	$	(0.44	)	$	(0.52	)

Weighted average common shares outstanding:
Weighted average common shares outstanding
Basic and diluted shares	9,557,347			8,386,903			10,027			9,557


	Series B Convertible Preferred Stock			Common Stock			Additional Paid in Capital				Accumulated Other Comprehensive Income				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, 2016	10,000	$	100	8,205,790	$	8,206	Additional Paid in Capital			$	Accumulated Other Comprehensive Income		410,372,049		Accumulated Deficit				Treasury Stock			$	Total Caladrius Biosciences, Inc. Stockholders' Equity			—	Non- Controlling Interest in Subsidiary				Total Equity				$	(404,788,809	)		$	(707,637	)	$	4,883,909		$	(817,429	)		$	4,066,480
Net loss	—	—		—	—		—				—				(9,359,827		)		—				(9,359,827		)		(433,497		)		(9,793,324		)
Share-based compensation	—	—		113,287	113		509,437				—				—				—				509,550				—				509,550
Net proceeds from issuance of common stock	—	—		634,235	634		3,240,826				—				—				—				3,241,460				—				3,241,460
Change in ownership in subsidiary	—	—		—	—		(66,066		)		—				—				—				(66,066		)		66,066				—
Balance at March 31, 2017	10,000	$	100	8,953,312	$	8,953	$	414,056,246			$	—			$	(414,148,636	)		$	(707,637	)		$	(790,974	)		$	(1,184,860	)		$	(1,975,834	)

	Series B Convertible Preferred Stock			Common Stock			Additional Paid in Capital				Accumulated Other Comprehensive Income				Accumulated Deficit				Treasury Stock				Total Caladrius Biosciences, Inc. Stockholders' Equity				Non- Controlling Interest in Subsidiary				Total Equity			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						Accumulated Other Comprehensive Income							Shares					Total Caladrius Biosciences, Inc. Stockholders' Equity			Amount					Total Equity			Shares			Amount									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
Balance at December 31, 2017	10,000	$	100	9,483,911	$	9,484	Additional Paid in Capital			$	433,044,209			$	Accumulated Deficit	(27,978	)		Treasury Stock	$	(381,810,109	)		$	(707,637	)	Non- Controlling Interest in Subsidiary			$	50,508,069			$	(318,283	)		$	50,189,786		10		$	—		9,484			$	9			$	433,044			$	(28	)		$	(381,810	)		$	(708	)		$	50,507			$	(318	)	$	50,189
Net loss	—	—		—	—		—				—				(4,982,579		)		—				(4,982,579		)		(1,862		)		(4,984,441		)	—			—				—		—			—				—				(4,982		)		—				(4,982		)		(2		)		(4,984		)
Unrealized loss on marketable securities	—	—		—	—		—				(30,746		)		—				—				(30,746		)		—				(30,746		)	—			—				—		—			—				(31		)		—				—				(31		)		—				(31		)
Share-based compensation	—	—		79,102	79		101,284				—				—				—				101,363				—				101,363			—			—				79		1			102				—				—				—				103				—				103
Proceeds from option exercises	—	—		11,672	12		39,647				—				—				—				39,659				—				39,659			—			—				12		—			40				—				—				—				40				—				40
Change in ownership in subsidiary	—	—		—	—		(47,547		)		—				—				—				(47,547		)		47,547				—			—			—				—		—			(48		)		—				—				—				(48		)		48				—
Balance at March 31, 2018	10,000	$	100	9,574,685	$	9,575	$	433,137,593			$	(58,724	)		$	(386,792,688	)		$	(707,637	)		$	45,588,219			$	(272,598	)		$	45,315,621		10			$	—			9,575		$	10		$	433,138			$	(59	)		$	(386,792	)		$	(708	)		$	45,589			$	(272	)		$	45,317

																																		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							Accumulated Other Comprehensive Loss								Treasury Stock				Total Caladrius Biosciences, Inc. Stockholders' Equity				Non- Controlling Interest in Subsidiary				Total Equity
Balance at December 31, 2018																																		10			$	—			9,866		$	10		Additional Paid in Capital			$	436,433			$	Accumulated Deficit	(32	)		$	(397,977	)		$	(708	)		$	37,726			$	(272	)		$	37,454
Adoption of accounting standard																																		—			—				—		—			—				—				(62		)		—				(62		)		—				(62		)
Net loss																																		—			—				—		—			—				—				(4,367		)		—				(4,367		)		2				(4,365		)
Unrealized loss on marketable securities																																		—			—				—		—			—				14				—				—				14				—				14
Share-based compensation																																		—			—				96		—			417				—				—				—				417				—				417
Net proceeds from issuance of common stock																																		—			—				431		—			1,000				—				—				—				1,000				—				1,000
Balance at March 31, 2019																																		10			$	—			10,393		$	10		$	437,850			$	(18	)		$	(402,406	)		$	(708	)		$	34,728			$	(270	)		$	34,458


	Three Months Ended March 31,						Three Months Ended March 31,
	2018			2017			2019			2018
Cash flows from operating activities:
Net loss	$	(4,984,441	)	$	(9,793,324	)	$	(4,365	)	$	(4,984	)
Loss from discontinued operations	—			3,157,475
Adjustments to reconcile net loss to net cash used in operating activities:
Share-based compensation	146,533			395,698			547			147
Depreciation and amortization	87,324			98,924			17			87
Loss on disposal of assets	—			47,301
Accretion on marketable securities	82,221			—			82			82
Changes in operating assets and liabilities:
Prepaid and other current assets	(2,447		)	86,263			(223		)	(3		)
Accounts receivable	90,204			10,510
Other assets	—			20,141			91			90
Due to/from PCT	—			1,943,774
Accounts payable, accrued liabilities and other liabilities	(1,717,871		)	(560,032		)	(1,635		)	(1,718		)
Net cash used in operating activities - continuing operations	(6,298,477		)	(4,593,270		)
Net cash used in operating activities - discontinued operations	—			(5,494,638		)
Net cash used in operating activities	(6,298,477		)	(10,087,908		)	(5,486		)	(6,299		)
Cash flows from investing activities:
Purchase of marketable securities	(24,143,913		)	—			(16,264		)	(24,144		)
Sale of marketable securities	22,964,000			—			25,005			22,964
Acquisition of property and equipment	(8,528		)	(69,650		)	—			(9		)
Net cash used in investing activities - continuing operations	(1,188,441		)	(69,650		)
Net cash used in investing activities - discontinued operations	—			(101,626		)
Net cash used in investing activities	(1,188,441		)	(171,276		)
Net cash provided by (used in) investing activities							8,741			(1,189		)
Cash flows from financing activities:
Proceeds from exercise of options	39,659			—			—			40
Tax withholding payments on net share settlement equity awards	(45,169		)	(23,647		)	(130		)	(45		)
Net proceeds from issuance of common stock	—			3,241,460			1,000			—
Repayment of long-term debt	—			(756,966		)
Proceeds from notes payable	—			400,998
Repayment of notes payable	(67,131		)	(193,518		)	—			(67		)
Advance payment received from potential PCT sale	—			5,000,000
Net cash (used in) provided by financing activities - continuing operations	(72,641		)	7,668,327
Net cash used in financing activities - discontinued operations	—			(116,545		)
Net cash (used in) provided by financing activities	(72,641		)	7,551,782
Net decrease in cash, cash equivalents and restricted cash	(7,559,559		)	(2,707,402		)
Cash, cash equivalents and restricted cash at beginning of period - continuing operations	34,167,989			7,076,651
Cash and cash equivalents at beginning of period - discontinued operations	—			7,628,357
Net cash provided by (used in) financing activities							870			(72		)
Net increase (decrease) in cash, cash equivalents and restricted cash							4,125			(7,560		)
Cash, cash equivalents and restricted cash at beginning of period							10,299			34,168
Cash, cash equivalents and restricted cash at end of period	$	26,608,430		$	11,997,606		$	14,424		$	26,608
Less cash and cash equivalents of discontinued operations at end of period	—			3,082,099
Cash, cash equivalents and restricted cash of continuing operations at end of period	26,608,430			8,915,507

Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for:
Interest	$	3,295		$	130,204		$	—		$	3
Taxes	$	—		$	—


	March 31, 2018									December 31, 2017									March 31, 2019									December 31, 2018
	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	$	35,330	$	—	$	(55	)	$	35,275	$	42,701	$	—	$	(28	)	$	42,673	$	25,532	$	—	$	(18	)	$	25,514	$	33,536	$	—	$	(32	)	$	33,504
Money market funds	6,996		—		—			6,996		9,212		—		—			9,212		10,607		—		—			10,607		4,314		—		—			4,314
Total	$	42,326	$	—	$	(55	)	$	42,271	$	51,913	$	—	$	(28	)	$	51,885	$	36,139	$	—	$	(18	)	$	36,121	$	37,850	$	—	$	(32	)	$	37,818


	March 31, 2018				March 31, 2019
	Amortized Cost		Estimated Fair Value		Amortized Cost		Estimated Fair Value
Less than one year	$	42,326	$	42,271	$	36,139	$	36,121
Greater than one year	—		—		—		—
Total	$	42,326	$	42,271	$	36,139	$	36,121


	March 31,		March 31,
	2018	2017	2019	2018
Stock Options	1,072,499	1,133,459	1,214	1,073
Warrants	209,818	336,062	30	210
Restricted Shares	181,908	132,726	155	182
Restricted Stock Units	10,260	—	118	10


	Stock Options		Restricted Stock		Stock Options		Restricted Stock
Unrecognized compensation cost	$	275.1	$	—	$	934	$	427
Expected weighted-average period in years of compensation cost to be recognized	2.41		0.00		2.25		0.72



Fair value of consideration received	$	79,425
Transaction and retention costs	(6,919		)
Carrying value of segment non-controlling interest	3,687
	$	76,193
Less carrying amount of assets and liabilities sold:
Cash	$	6,727
Accounts receivable	3,702
Deferred costs	4,685
Prepaid expenses and other current assets	743
Property, plant and equipment, net	14,900
Goodwill	7,013
Intangibles, net	2,090
Other assets	215
Accounts payable	(2,278		)
Accrued liabilities	(2,927		)
Due from Caladrius	450
Unearned revenues	(10,529		)
Notes payable	(342		)
	$	24,449

Gain on sale of PCT	$	51,744



	Three Months Ended March 31,
	2017
Revenue	$	10,310
Cost of revenues	(10,053		)
Research and development	(113		)
Selling, general, and administrative	(3,243		)
Other expense	(9		)
Provision for income taxes	(50		)
Loss from discontinued operations	$	(3,157	)


	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, 2017	1,072,499		$	33.50	4.76	$	0.1	209,818		$	53.20	0.95	$	—
Outstanding at December 31, 2018															1,018,530		$	30.50	5.30	$	3.3	30,000	$	5.89	4.19	$	—

Changes during the period:
Granted	140,410		3.80					—		—					199,346		4.90					—	—
Exercised	(11,673	)	4.60					—		—					(240	)	3.50					—	—
Forfeited	(1,080	)	3.80					—		—					—		—					—	—
Expired	(57,197	)	22.60					(158,664	)	50.20					(4,002	)	8.30					—	—
Outstanding at March 31, 2018	1,142,959		$	29.90	5.37	$	975.2	51,154		$	62.70	3.10	$	—
Vested at March 31, 2018 or expected to vest in the future	1,129,369		$	30.30	5.32	$	947.8	51,154		$	62.70	3.10	$	—
Vested at March 31, 2018	1,034,190		$	32.70	4.91	$	759.0	51,154		$	62.70	3.10	$	—
Outstanding at March 31, 2019															1,213,634		$	26.40	5.85	$	12.9	30,000	$	5.89	3.95	$	—
Vested at March 31, 2019 or expected to vest in the future															1,185,882		$	26.90	5.76	$	12.9	30,000	$	5.89	3.95	$	—
Vested at March 31, 2019															974,249		$	31.80	4.96	$	12.9	30,000	$	5.89	3.95	$	—