Caladrius Biosciences Inc. filed SEC Form 8-K: Other Events, Financial Statements and Exhibits (Amendment)
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Managed Health Care
Health Care
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 14, 2022
(Exact Name of Registrant as Specified in Charter)
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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(Address of Principal Executive Offices)(Zip Code)
(908 ) 842-0100
Registrant's Telephone Number
Caladrius Biosciences, Inc.
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
☐ 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.
Explanatory Note
On September 15, 2022, Lisata Therapeutics, Inc. (the “Company”) filed
a Current Report on Form 8-K (the “Initial Form 8-K”) to report the completion of the merger of CS Cedar Merger Sub, Inc., a Delaware corporation and a wholly owned
subsidiary of the Company (“Merger Sub”) with and into Cend Therapeutics, Inc. (“Cend”), with Cend
continuing as a wholly owned subsidiary of the Company and the surviving corporation of the merger (the “Merger”). The Company is filing this Amendment No. 1 on Form
8-K/A to the Initial Form 8-K to provide certain historical financial information of Cend and unaudited pro forma condensed combined financial information of the Company after giving pro forma effect to the Merger as required by Items 9.01(a)
and 9.01(b) of Form 8-K. No other changes have been made to the Initial Form 8-K.
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Item 8.01
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Other Events
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For the general information of investors, the Company is filing herewith information
that was previously disclosed as part of the prospectus contained in the Form S-4 registration statement, as amended (File No. 333-265638), relating to the Merger, as declared effective by the SEC on July 28, 2022 (the “Registration Statement”). Specifically, filed herewith as Exhibits 99.1 and 99.2, respectively, are lightly edited excerpts of the “Cend
Business” and “Risk Factors” sections thereof, which are incorporated by reference herein. Such information is as of the date hereof (unless an earlier date is indicated).
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Item 9.01.
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Financial Statements and Exhibits.
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(a) Financial Statements
The audited financial statements of Cend as of December 31, 2021 and 2020 and for the years then ended required by Item 9.01(a) were previously
filed with the SEC as part of the Registration Statement and are incorporated herein by reference.
The unaudited condensed interim financial statements of Cend as of June 30, 2022 and for the six months ended June 30, 2022 and 2021 are attached as
Exhibit 99.3 and are incorporated herein by reference.
(b) Pro Forma Financial Information
The unaudited pro forma condensed combined financial information of the Company as of June 30, 2022 and for the six months ended June 30, 2022 are
attached as Exhibit 99.4 and are incorporated herein by reference
(d) Exhibits.
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Exhibit
Number
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Exhibit Description
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“Cend Business” section excerpt from Registration Statement
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“Risk Factors” section excerpt from Registration Statement
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Unaudited condensed interim financial statements of Cend as of June 30, 2022 and for the six months ended June 30, 2022 and 2021
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Unaudited pro forma condensed combined financial information of the Company as of June 30, 2022 and for the six months ended June 30, 2022
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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 hereunto
duly authorized.
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LISATA THERAPEUTICS, INC.
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By:
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/s/ David J. Mazzo, PhD
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Name:
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David J. Mazzo, PhD
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Title:
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Chief Executive Officer
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Dated: October 4, 2022