Lisata Therapeutics Inc (LSTA)

[F1ash]

"$21 Million in Private Placements, Funded in Two Tranches, Including $5 Million from Sanford Health to Support Type 1 Diabetes Candidate Development

$4 Million in a Registered Direct Offering to an Existing Institutional Shareholder

Basking Ridge, N.J. — September 15, 2016– Caladrius Biosciences, Inc. (NASDAQ: CLBS) (“Caladrius” or the “Company”), a cell therapy company combining an industry-leading development and manufacturing services provider through its subsidiary PCT, LLC a Caladrius Company™ (“PCT”) with a select therapeutic development pipeline, today announced that on September 14, 2016, it entered into Securities Purchase Agreements with several accredited investors for the sale of 4,449,153 shares of its common stock in private placements of $21 million. Caladrius has a pre-existing relationship with each of these investors, including its now largest institutional shareholder and its strategic collaborator, Sanford Health (“Sanford”), one of the largest health systems in the United States. The private placements were priced at $4.72 per share of common stock, which represented the closing price of the Company’s common stock on September 13, 2016. These private placements do not include any stock purchase warrants or any future price adjustments. Sanford, which includes Sanford Research, a non-profit research organization focused on finding a cure for type 1 diabetes, agreed to invest $5 million in this transaction.

Each of the investors in the private placements will invest pro rata in two tranches: (i) $12.6 million is expected to close- on or about September 19, 2016, subject to satisfaction of customary closing conditions, and (ii) $8.4 million is expected to close upon the enrollment of 70 patients in the Company’s Phase 2 Sanford Project: T-Rex Study clinical trial for CLBS03 and the satisfaction of other customary closing conditions. The Company presently anticipates that it could achieve the enrollment of 70 patients as early as mid-2017.

Concurrently with these private placements, the Company entered into a definitive Securities Purchase Agreement with Aspire Capital Fund, LLC (“Aspire Capital”), providing for the sale of 847,458 shares of its common stock in a registered direct offering for $4 million. This offering was also priced at $4.72 per share of common stock and does not include any stock purchase warrants or any future price adjustments. Aspire Capital has also been a long-term shareholder of the Company.

Caladrius intends to use the net proceeds from the transactions for execution of the Company’s T-Rex Study, principal and interest payments on its loan from Oxford Finance, LLC, and working capital and general corporate purposes.

The shares were offered directly to the investors without a placement agent or underwriter.

The shares of common stock to be issued in the registered direct offering described above were offered pursuant to a “shelf” registration statement (File No. 333-206175), which was declared effective by the United States Securities and Exchange Commission (“SEC”) on August 28, 2015.

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