LISATA THERAPEUTICS, INC. 10-Q

ITEM 1. FINANCIAL STATEMENTS CALADRIUS BIOSCIENCES, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (In thousands, except share data) June 30, 2021 December 31, 2020 ASSETS (Unaudited) Cash and cash equivalents $ 12,935 $ 16,512 Marketable securities 93,155 18,061 Prepaid and other current assets 1,990 758 Total current assets 108,080 35,331 Property and equipment, net 84 57 Other assets 450 614 Total assets $ 108,614 $ 36,002 LIABILITIES AND STOCKHOLDERS' EQUITY Liabilities Accounts payable $ 1,242 $ 1,020 Accrued liabilities 2,614 2,486 Total current liabilities 3,856 3,506 Other long-term liabilities 79 254 Total liabilities 3,935 3,760 Commitments and Contingencies Stockholders' Equity Preferred stock, authorized, 20,000,000 shares Series B convertible redeemable preferred stock liquidation value, 0.001 share of common stock, $ 0.01 par value; 825,000 shares designated; issued and outstanding, 10,000 shares at June 30, 2021 and December 31, 2020, respectively — — Common stock, $ 0.001 par value, authorized 500,000,000 shares; issued 59,528,538 and 19,389,413 shares at June 30, 2021 and December 31, 2020, respectively; and outstanding, 59,517,458 and 19,378,333 shares at June 30, 2021 and December 31, 2020, respectively 60 19 Additional paid-in capital 544,893 458,748 Treasury stock, at cost; 11,080 shares at June 30, 2021 and December 31, 2020 ( 708 ) ( 708 ) Accumulated deficit ( 439,295 ) ( 425,550 ) Accumulated other comprehensive loss ( 17 ) ( 13 ) Total Caladrius Biosciences, Inc. stockholders' equity 104,933 32,496 Noncontrolling interests ( 254 ) ( 254 ) Total stockholders' equity 104,679 32,242 Total liabilities and stockholders' equity $ 108,614 $ 36,002 See accompanying notes to consolidated financial statements. Index CALADRIUS BIOSCIENCES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (In thousands, except per share data) Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Operating Expenses: Research and development $ 4,329 $ 1,818 $ 9,405 $ 3,317 General and administrative 2,818 2,474 5,828 5,032 Total operating expenses 7,147 4,292 15,233 8,349 Operating loss ( 7,147 ) ( 4,292 ) ( 15,233 ) ( 8,349 ) Other income (expense): Investment income, net 47 22 70 93 Other expense, net ( 90 ) — ( 90 ) — Total other (expense) income ( 43 ) 22 ( 20 ) 93 Net loss before benefit from income taxes and noncontrolling interests ( 7,190 ) ( 4,270 ) ( 15,253 ) ( 8,256 ) Benefit from income taxes ( 1,508 ) ( 10,872 ) ( 1,508 ) ( 10,872 ) Net (loss) income $ ( 5,682 ) $ 6,602 $ ( 13,745 ) $ 2,616 Less - net income attributable to noncontrolling interests — 4 — 8 Net (loss) income attributable to Caladrius Biosciences, Inc. common stockholders $ ( 5,682 ) $ 6,598 $ ( 13,745 ) $ 2,608 Basic and diluted (loss) income per share Caladrius Biosciences, Inc. common stockholders $ ( 0.10 ) $ 0.50 $ ( 0.27 ) $ 0.22 Weighted average common shares outstanding Basic and diluted shares 59,510 13,151 50,862 11,880 See accompanying notes to consolidated financial statements. Index CALADRIUS BIOSCIENCES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited) (In thousands) Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Net (loss) income $ ( 5,682 ) $ 6,602 $ ( 13,745 ) $ 2,616 Other comprehensive loss: Available for sale securities - net unrealized loss ( 4 ) ( 9 ) ( 4 ) ( 9 ) Total other comprehensive loss ( 4 ) ( 9 ) ( 4 ) ( 9 ) Comprehensive (loss) income ( 5,686 ) 6,593 ( 13,749 ) 2,607 Comprehensive income attributable to noncontrolling interests — 4 — 8 Comprehensive (loss) income attributable to Caladrius Biosciences, Inc. common stockholders $ ( 5,686 ) $ 6,589 $ ( 13,749 ) $ 2,599 See accompanying notes to consolidated financial statements. Index CALADRIUS BIOSCIENCES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF EQUITY (Unaudited) (In thousands) Series B Convertible Preferred Stock Common Stock Additional Paid in Capital Accumulated Other Comprehensive Loss Accumulated Deficit Treasury Stock Total Caladrius Biosciences, Inc. Stockholders' Equity Non- Controlling Interest in Subsidiary Total Equity Shares Amount Shares Amount Balance at March 31, 2021 10 $ — 59,510 $ 60 $ 544,601 $ ( 72 ) $ ( 433,613 ) $ ( 708 ) $ 110,268 $ ( 254 ) $ 110,014 Net loss — — — — — — ( 5,682 ) — ( 5,682 ) — ( 5,682 ) Unrealized gain on marketable securities — — — — — 55 — — 55 — 55 Share-based compensation — — — — 270 — — — 270 — 270 Net proceeds from issuance of common stock — 19 — 22 — — — 22 — 22 Balance at June 30, 2021 10 $ — 59,529 $ 60 $ 544,893 $ ( 17 ) $ ( 439,295 ) $ ( 708 ) $ 104,933 $ ( 254 ) $ 104,679 Series B Convertible Preferred Stock Common Stock Additional Paid in Capital Accumulated Other Comprehensive Loss Accumulated Deficit Treasury Stock Total Caladrius Biosciences, Inc. Stockholders' Equity Non- Controlling Interest in Subsidiary Total Equity Shares Amount Shares Amount Balance at December 31, 2020 10 $ — 19,389 $ 19 $ 458,748 $ ( 13 ) $ ( 425,550 ) $ ( 708 ) $ 32,496 $ ( 254 ) $ 32,242 Net loss — — — — — — ( 13,745 ) — ( 13,745 ) — ( 13,745 ) Unrealized loss on marketable securities — — — — — ( 4 ) — — ( 4 ) — ( 4 ) Share-based compensation — — 273 — 683 — — — 683 — 683 Net proceeds from issuances of common stock and warrants — — 39,860 41 85,438 — — — 85,479 — 85,479 Proceeds from option exercises — — 7 — 24 — — — 24 — 24 Balance at June 30, 2021 10 $ — 59,529 $ 60 $ 544,893 $ ( 17 ) $ ( 439,295 ) $ ( 708 ) $ 104,933 $ ( 254 ) $ 104,679 Index Series B Convertible Preferred Stock Common Stock Additional Paid in Capital Accumulated Other Comprehensive Loss Accumulated Deficit Treasury Stock Total Caladrius Biosciences, Inc. Stockholders' Equity Non- Controlling Interest in Subsidiary Total Equity Shares Amount Shares Amount Balance at March 31, 2020 10 $ — 10,639 $ 11 $ 439,330 $ — $ ( 421,390 ) $ ( 708 ) $ 17,243 $ ( 259 ) $ 16,984 Net income — — — — — — 6,598 — 6,598 4 6,602 Unrealized loss on marketable securities — — — — — ( 7 ) — — ( 7 ) — ( 7 ) Share-based compensation — — ( 4 ) — 294 — — — 294 — 294 Net proceeds from issuances of common stock and warrants — — 4,950 5 9,678 — — — 9,683 — 9,683 Balance at June 30, 2020 10 $ — 15,585 $ 16 $ 449,302 $ ( 7 ) $ ( 414,792 ) $ ( 708 ) $ 33,811 $ ( 255 ) $ 33,556 Series B Convertible Preferred Stock Common Stock Additional Paid in Capital Accumulated Other Comprehensive Income (Loss) Accumulated Deficit Treasury Stock Total Caladrius Biosciences, Inc. Stockholders' Equity Non- Controlling Interest in Subsidiary Total Equity Shares Amount Shares Amount Balance at December 31, 2019 10 $ — 10,529 $ 11 $ 438,911 $ 2 $ ( 417,400 ) $ ( 708 ) $ 20,816 $ ( 263 ) $ 20,553 Net income — — — — — — 2,608 — 2,608 8 2,616 Unrealized loss on marketable securities — — — — — ( 9 ) — — ( 9 ) — ( 9 ) Share-based compensation — — 106 — 713 — — — 713 — 713 Net proceeds from issuances of common stock and warrants — — 4,950 5 9,678 — — — 9,683 — 9,683 Balance at Jun 30, 2020 10 $ — 15,585 $ 16 $ 449,302 $ ( 7 ) $ ( 414,792 ) $ ( 708 ) $ 33,811 $ ( 255 ) $ 33,556 See accompanying notes to consolidated financial statements. Index CALADRIUS BIOSCIENCES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (In thousands) Six Months Ended June 30, 2021 2020 Cash flows from operating activities: Net (loss) income $ ( 13,745 ) $ 2,616 Adjustments to reconcile net loss to net cash used in operating activities: Share-based compensation 867 861 Depreciation and amortization 33 30 Accretion on marketable securities 1,133 40 Changes in operating assets and liabilities: Prepaid and other current assets ( 1,232 ) ( 920 ) Other assets 166 308 Accounts payable, accrued liabilities and other liabilities 176 ( 2,673 ) Net cash (used in) provided by operating activities ( 12,602 ) 262 Cash flows from investing activities: Purchase of marketable securities ( 105,792 ) ( 8,235 ) Sale of marketable securities 29,558 11,104 Purchase of property and equipment ( 60 ) ( 14 ) Net cash (used in) provided by investing activities ( 76,294 ) 2,855 Cash flows from financing activities: Proceeds from exercise of options 24 — Tax withholding payments on net share settlement equity awards ( 184 ) ( 148 ) Net proceeds from issuance of common stock 85,479 9,683 Net cash provided by financing activities 85,319 9,535 Net (decrease) increase in cash and cash equivalents ( 3,577 ) 12,652 Cash and cash equivalents at beginning of period 16,512 14,032 Cash and cash equivalents at end of period $ 12,935 $ 26,684 See accompanying notes to consolidated financial statements. Index CALADRIUS BIOSCIENCES, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS Note 1 – The Business Overview Caladrius Biosciences, Inc. (“we,” “us,” "our," “Caladrius” or the “Company”) is a clinical-stage biopharmaceutical company dedicated to the development and commercialization of cellular therapies designed to reverse disease and/or promote the regeneration of damaged tissue. The Company is developing first-in-class therapeutics based on the characteristics of naturally occurring CD34+ cells and their ability to stimulate the growth of new microvasculature. Its technology leverages these cells to enable the body's natural repair mechanisms using formulations unique to each medical indication. The Company's leadership team has decades of collective biopharmaceutical development experience. Its goal is to develop and commercialize products that address important unmet medical needs based on a broad and versatile portfolio of candidates. The Company’s current product candidates include: • CLBS16, the subject of both a recently completed positive Phase 2a study (ESCaPE-CMD) and a newly initiated Phase 2b (FREEDOM Trial) study in the United States for the treatment of coronary microvascular dysfunction (“CMD”); • HONEDRA ® (CLBS12), recipient of SAKIGAKE designation and eligible for early conditional approval in Japan for the treatment of critical limb ischemia (“CLI”) and Buerger’s disease based on the results of an ongoing clinical trial. CLBS12 was the recipient of orphan drug designation in March 2021 from the U.S. Food and Drug Administration ("FDA") for Buerger's disease; • CLBS201, designed to assess the safety and efficacy of CD34+ cell therapy as a treatment for patients with pre-dialysis diabetic kidney disease (“DKD”); and • OLOGO ™ (CLBS14), a Regenerative Medicine Advanced Therapy (“RMAT”) designated Phase 3 ready therapy for treatment of no-option refractory disabling angina (“NORDA”). Ischemic Repair (CD34 Cell Technology) The CD34+ cell was discovered as a result of the deliberate search for a stem cell capable of stimulating the development and/or repair of blood vessels. All tissues in the body maintain their function by replacing cells over time. In addition to the maintenance function, the body must also be capable of building new blood vessels after injury. A CD34+ cell is a stem cell that has the ability to stimulate new blood vessel formation at the level of the microvasculature. No other native cell discovered to date has demonstrated this same capability. The Company's proprietary cell technology using autologous (a patient’s own naturally occurring) CD34+ cells has led to the development of therapeutic product candidates designed to address diseases and conditions caused by ischemia. Ischemia occurs when the supply of oxygenated blood to healthy tissue is restricted. Through the administration of CD34+ cells, the Company seeks to promote the development and formation of new microvasculature and thereby increase blood flow to the impacted area. The Company believes that a number of conditions caused by underlying ischemic injury can be improved through our CD34+ cell technology including but not limited to Buerger's disease, CLI, CMD, DKD and NORDA. HONEDRA ® for Treatment of Critical Limb Ischemia The Company's randomized and open-label, registration-eligible study of HONEDRA ® in Japan for the treatment of CLI has shown positive results to date. The initial responses observed in the subjects who have reached an endpoint in this open label study are consistent with a positive therapeutic effect and safety profile as reported by previously published clinical trials in Japan. The study's enrollment continues to be curtailed by the COVID-19 pandemic's impact in Japan; however, the Company is encouraged by the patient pre-screening pipeline and, despite the continually extending States of Emergency in Japan announced by the Japanese government, continues to make progress, albeit slowly, towards study completion, the exact date of which is impossible to predict given the continuing impact of COVID-19 on clinical trials like ours in Japan. CLBS16 for Treatment of Coronary Microvascular Dysfunction In 2017, with the assistance of a $ 1.9 million grant from the National Institutes of Health (Award Number R44HL135889), the Company initiated its program for CLBS16 for the treatment of CMD, a disease that afflicts millions of patients with no current targeted treatment options. That study, the ESCaPE-CMD Trial, was a Phase 2a proof-of-concept study that enrolled patients at the Mayo Clinic in Rochester, MN and Cedars-Sinai Medical Center in Los Angeles, CA. That data showed a Index positive therapeutic effect with a statistically significant improvement in angina frequency, coronary flow reserve, Canadian Cardiovascular Society Angina Class and Seattle Angina Questionnaire scores, as well as an acceptable safety profile. The full data set from that study was presented at the SCAI 2020 Scientific Sessions Virtual Conference on May 14, 2020 by Dr. Timothy Henry, FACC, of the Christ Hospital in Cincinnati, Ohio. In December 2020, the Company commenced enrollment in its Phase 2b FREEDOM Trial of CLBS16 as a therapy for CMD. The first patient in the study was subsequently treated in January 2021 at The Christ Hospital Health Network in Cincinnati, Ohio. This 105-patient, double-blind randomized and placebo-controlled clinical trial is designed to further evaluate the efficacy and safety of intracoronary delivery of autologous CD34+ cells in subjects with CMD and without obstructive coronary artery disease. To the Company's knowledge, this is the first controlled regenerative medicine trial in CMD. Investigator and potential subject response to the FREEDOM Trial has been favorable and early enrollment proceeded according to plan. However, the continued impact of the COVID-19 pandemic, including the resurgence of cases occurring in select areas throughout the United States, has contributed to a general slowing of enrollment. Further work with investigators and subject feedback also led the Company to propose to the FDA amendments to the FREEDOM Trial protocol, as originally written, to enhance the breadth and speed of subject enrollment, including by broadening the array of available techniques acceptable for diagnosing CMD. These changes notwithstanding, based on the uncertainty that remains surrounding the future impact of the COVID-19 pandemic on potential patient recruitment, as well as on accessibility of investigator sites, the Company now projects enrollment completion for the FREEDOM Trial to occur in the third quarter of 2022 with final data (based on the 6 month assessment of all subjects) expected by the second quarter of 2023. CLBS201 for Treatment of Diabetic Kidney Disease The Company has prepared an initial development plan for the clinical study of CLBS201, a CD34+ investigational product for administration via the renal arteries to slow the deterioration, or, ideally, reverse the decline of, renal function in patients with diabetic kidney disease ("DKD") who, although still pre-dialysis, exhibit rapidly progressive stage 3b disease. Progressive kidney failure is associated with attrition of the microcirculation of the kidney. Pre-clinical studies in kidney disease and injury models have demonstrated that protection or replenishment of the microcirculation results in improved kidney function. A Phase 2 proof of concept, randomized, placebo-controlled study for the stage 3b chronic kidney disease patient population is planned to initiate in the second half of 2021. The protocol, pending final central institutional review board approval, calls for a six subject open-label treatment run-in arm in which patients will be treated sequentially, to be completed, evaluated and cleared for continuation by the study’s data safety monitoring board prior to initiating the 40 patient randomized, placebo-controlled, double blinded portion of the trial. The Company is projecting that safety data for the six subject run-in arm will be complete by the second quarter of 2022. OLOGO ™ for Treatment of No Option Refractory Disabling Angina The Company acquired the rights to data and regulatory filings for a CD34+ cell therapy program for refractory angina that had been advanced to Phase 3 by a previous sponsor. Based on the clinical evidence from the completed studies that a single administration of OLOGO ™ reduces mortality, improves angina and increases exercise capacity in patients with otherwise untreatable angina, this product received Regenerative Medicine Advanced Therapy (“RMAT”) designation from the FDA. Discussions with the FDA have resulted in a rejection of the Company's efforts to reduce the FDA requirement of a 400-patient phase 3 study for registration (including an arm of 50 standard of care patients and an arm of 150 placebo patients), despite data showing that the NORDA population is orphan in size. Because enrollment of a study of this magnitude and design is projected to take many years, if executable at all, the Company has decided not to pursue a phase 3 program for OLOGO on its own but will continue to seek a partner to execute the study. Additional Out-licensing Opportunities The Company's broad intellectual property portfolio of cell therapy assets includes notable programs available for out-licensing in order to continue their clinical development. The Company's current long-term strategy focuses on advancing its therapies through development with the ultimate objective of obtaining market authorizations and entering commercialization, either alone or with partners, to provide treatment options to patients suffering from life-threatening medical conditions. The Company believes that it is well-positioned to realize potentially meaningful value increases within its own proprietary pipeline if it is successful in advancing its product candidates to their next significant development milestones. Coronavirus Considerations In December 2019, a novel strain of coronavirus (SARS-CoV-2), which causes COVID-19, was reported to have surfaced in China. In March 2020, the World Health Organization declared the outbreak of COVID-19 to be a pandemic, and the world's economies began to experience pronounced effects. Despite the FDA approval of multiple COVID-19 vaccines in late 2020, Index there remains uncertainty around the extent and duration of disruption and any future related financial impact cannot reasonably be estimated at this time. In response to the COVID-19 pandemic, the Company has implemented universal work from home as well as stringent social distancing and other hygiene policies for employees when they must be in the office. The Company's clinical study of HONEDRA ® in Japan has experienced significant delays in enrollment due to the “State of Emergency” in effect in Japan for most of 2020 and reimplemented in Japan on January 7, 2021 through March 21, 2021 covering Tokyo and other regions in response to an increased number of COVID-19 patients. Due to reported increases in COVID-19 cases and a low rate of vaccination in Japan, a "State of Emergency" was renewed on April 25, 2021 through May 11, 2021 and then reimplemented in Tokyo from July 12, 2021 through August 22, 2021. This newly reinstated “State of Emergency” continues negatively to impact enrollment of the ongoing clinical trial. Basis of Presentation The accompanying unaudited Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X of the SEC for interim financial information. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, the accompanying Consolidated Financial Statements of the Company and its subsidiaries, which are unaudited, include all normal and recurring adjustments considered necessary to present fairly the Company’s financial position as of June 30, 2021, and the results of its operations and its cash flows for the periods presented. The unaudited consolidated financial statements herein should be read together with the historical consolidated financial statements of the Company for the years ended December 31, 2020 and 2019 included in our 2020 Form 10-K. Operating results for the three and six months ended June 30, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements. Estimates also affect the reported amount of expenses during the reporting period. The Company bases its estimates on historical experience and other assumptions believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. The Company makes critical estimates and assumptions in determining stock-based awards values. Accordingly, actual results could differ from those estimates and assumptions. Principles of Consolidation The Consolidated Financial Statements include the accounts of Caladrius Biosciences, Inc. and its wholly owned and majority owned subsidiaries and affiliates. All intercompany activities have been eliminated in consolidation . Note 2 – Summary of Significant Accounting Policies In addition to the policies below, the Company's significant accounting policies are described in Note 2 of the Notes to Consolidated Financial Statements included in its 2020 Form 10-K. There were no changes to these policies during the three and six months ended June 30, 2021. Concentration of Risks The Company is subject to credit risk from its portfolio of cash, cash equivalents and marketable securities. Under its investment policy, the Company limits amounts invested in such securities by credit rating, maturity, industry group, investment type and issuer, except for securities issued by the U.S. government. Cash is held at major banks in the United States. Therefore, the Company is not exposed to any significant concentrations of credit risk from these financial instruments. The goals of the Company's investment policy, in order of priority, are as follows: safety and preservation of principal and diversification of risk, liquidity of investments sufficient to meet cash flow requirements, and a competitive after-tax rate of return. Share-Based Compensation The Company expenses all share-based payment awards to employees, directors, and consultants, including grants of stock options, warrants, and restricted stock, over the requisite service period based on the grant date fair value of the awards. Consultant awards are remeasured each reporting period through vesting. For awards with performance-based vesting criteria, the Company estimates the probability of achievement of the performance criteria and recognizes compensation expense related to those awards expected to vest. The Company determines the fair value of option awards using the Black-Scholes option- Index pricing model which uses both historical and current market data to estimate the fair value. This method incorporates various assumptions such as the risk-free interest rate, expected volatility, expected dividend yield and expected life of the options or warrants. The fair value of the Company’s restricted stock and restricted stock units is based on the closing market price of the Company’s common stock on the date of grant. New Accounting Pronouncements In October 2019, the FASB issued ASU 2019-12, which affects general principles within Topic 740, Income Taxes. The amendments of ASU 2019-12 are meant to simplify and reduce the cost of accounting for income taxes. For public business entities, the amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. The Company determined that the adoption of this new accounting guidance did not have a material impact on its consolidated financial statements and footnote disclosures. Note 3 – Available-for-Sale-Securities The following table is a summary of available-for-sale securities recorded in cash and cash equivalents or marketable securities in our Consolidated Balance Sheets (in thousands): June 30, 2021 December 31, 2020 Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Corporate debt securities $ 53,287 $ 4 $ ( 17 ) $ 53,274 $ 8,406 $ — $ ( 7 ) $ 8,399 Money market funds 7,922 — — 7,922 7,591 — — 7,591 Municipal debt securities 41,017 1 ( 6 ) 41,012 14,753 — ( 6 ) 14,747 Total $ 102,226 $ 5 $ ( 23 ) $ 102,208 $ 30,750 $ — $ ( 13 ) $ 30,737 Estimated fair values of available-for-sale securities are generally based on prices obtained from commercial pricing services. The following table summarizes the classification of the available-for-sale securities in our Consolidated Balance Sheets (in thousands): June 30, 2021 December 31, 2020 Cash equivalents $ 9,053 $ 12,676 Marketable securities 93,155 18,061 Total $ 102,208 $ 30,737 The following table summarizes our portfolio of available-for-sale securities by contractual maturity (in thousands): June 30, 2021 Amortized Cost Estimated Fair Value Less than one year $ 102,162 $ 102,144 Greater than one year 64 64 Total $ 102,226 $ 102,208 Note 4 – Income (Loss) Per Share For the three and six months ended June 30, 2021, the Company incurred net losses and therefore no common stock equivalents were utilized in the calculation of diluted loss per share as they are anti-dilutive. For the three and six months ended June 30, 2020, the Company reported net income in each period. However, no common stock equivalents were utilized in the calculation of diluted income per share since any conversion as of June 30, 2020 would have been anti-dilutive. At June 30, 2021 and 2020, the Company excluded the following potentially dilutive securities (in thousands): Index June 30, 2021 2020 Stock Options 1,005 1,161 Warrants 21,357 2,154 Restricted Stock Units 798 313 Note 5 – Fair Value Measurements The fair value of financial assets and liabilities that are being measured and reported are defined as the exchange price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the principal market at the measurement date (exit price). The Company is required to classify fair value measurements in one of the following categories: Level 1 inputs are defined as quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2 inputs are defined as inputs other than quoted prices included within Level 1 that are observable for the assets or liabilities, either directly or indirectly. Level 3 inputs are defined as unobservable inputs for the assets or liabilities. Financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of the fair value of assets and liabilities and their placement within the fair value hierarchy levels. The following table sets forth by level within the fair value hierarchy the Company's financial assets that were accounted for at fair value on a recurring basis as of June 30, 2021 and December 31, 2020 (in thousands). June 30, 2021 December 31, 2020 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Assets: Marketable securities - available for sale $ — $ 93,155 $ — $ 93,155 $ — $ 18,061 $ — $ 18,061 $ — $ 93,155 $ — $ 93,155 $ — $ 18,061 $ — $ 18,061 Note 6 – Accrued Liabilities Accrued liabilities as of June 30, 2021 and December 31, 2020 were as follows (in thousands): June 30, 2021 December 31, 2020 Salaries, employee benefits and related taxes $ 1,389 $ 1,716 Operating lease liabilities — current 366 370 Other 859 400 Total $ 2,614 $ 2,486 Note 7 – Operating Leases The Company has operating leases for two offices with terms that expire in 2022 and 2023. The Company estimates its incremental borrowing rate, at lease commencement, to determine the present value of lease payments, since most of the Company's leases do not provide an implicit rate of return. The Company recognizes lease expense on a straight-line basis over the lease term. For lease agreements entered into or reassessed after the adoption of Topic 842, the Company elected to account for non-lease components associated with its leases and lease components as a single lease component. Each of the Company's leases include options for the Company to extend the lease term and/or sub-lease space in whole or in part. Index Operating lease liabilities and right-of-use assets were recorded in the following captions of our balance sheet were as follows (in thousands): June 30, 2021 December 31, 2020 Right-of Use Assets: Other assets $ 408 $ 574 Total Right-of-Use Asset $ 408 $ 574 Operating Lease Liabilities: Accrued liabilities $ 366 $ 370 Other long-term liabilities 79 254 Total Operating Lease Liabilities $ 445 $ 624 As of June 30, 2021, the weighted average remaining lease term for our operating leases was 1.3 years, and the weighted average discount rate for our operating leases was 9.625 %. Future minimum lease payments under the lease agreements as of June 30, 2021 were as follows (in thousands): Years ended Operating Leases 2021 208 2022 239 2023 27 Total lease payments 474 Less: Amounts representing interest ( 29 ) Present value of lease liabilities $ 445 Note 8 – Stockholders' Equity Equity Issuances Purchase Agreement In March 2019, the Company and Lincoln Park Capital Fund, LLC (“Lincoln Park”) entered into a purchase agreement (the “Purchase Agreement”) and a registration rights agreement (the “Registration Rights Agreement”), pursuant to which the Company has the right to sell to Lincoln Park shares of the Company’s common stock having an aggregate value of up to $ 26.0 million, subject to certain limitations and conditions set forth in the Purchase Agreement (the “Offering”). As consideration for entering into the Purchase Agreement, the Company issued to Lincoln Park an additional 181,510 shares of common stock as commitment shares. Pursuant to the Purchase Agreement, Lincoln Park purchased 250,000 shares of common stock, at a price of $ 4.00 per share, for a total gross purchase price of $ 1.0 million (the “Initial Purchase”) upon commencement. Thereafter, as often as every business day from and after one business day following the date of the Initial Purchase and over the 36 -month term of the Purchase Agreement the Company has the right, from time to time, at its sole discretion and subject to certain conditions, to direct Lincoln Park to purchase up to 100,000 shares of common stock, with such amount increasing as the closing sale price of the common stock increases; provided Lincoln Park’s obligation under any single such purchase will not exceed $ 2.5 million, unless the Company and Lincoln Park mutually agree to increase the maximum amount of such single purchase (each, a “Regular Purchase”). If the Company directs Lincoln Park to purchase the maximum number of shares of common stock it then may sell in a Regular Purchase, then in addition to such Regular Purchase, and subject to certain conditions and limitations in the Purchase Agreement, the Company may direct Lincoln Park in an “accelerated purchase” to purchase an additional amount of common stock that may not exceed the lesser of (i) 300 % the number of shares purchased pursuant to the corresponding Regular Purchase or (ii) 30 % of the total number of shares of the Company’s common stock traded during a specified period on the applicable purchase date as set forth in the Purchase Agreement. Under certain circumstances and in accordance with the Purchase Agreement, the Company may direct Lincoln Park to purchase shares in multiple accelerated purchases on the same trading day. The Company controls the timing and amount of any sales of its common stock to Lincoln Park. There is no upper limit on the price per share that Lincoln Park must pay for its common stock under the Purchase Agreement, but in no event will shares Index be sold to Lincoln Park on a day the closing price is less than the floor price specified in the Purchase Agreement. In all instances, the Company may not sell shares of its common stock to Lincoln Park under the purchase agreement if it would result in Lincoln Park beneficially owning more than 9.99 % of its common stock. The Purchase Agreement does not limit the Company’s ability to raise capital from other sources at the Company’s sole discretion, except that (subject to certain exceptions) the Company may not enter into any Variable Rate Transaction (as defined in the Purchase Agreement, including the issuance of any floating conversion rate or variable priced equity-like securities) during the 36 months after the date of the Purchase Agreement. The Company has the right to terminate the Purchase Agreement at any time, at no cost to the Company. As of June 30, 2021, the Company had not made any sales of common stock to Lincoln Park under the Purchase Agreement other than the Initial Purchase. Common Stock Sales Agreement In February 2018, the Company entered into a common stock sales agreement with H.C. Wainwright & Co., LLC ("HCW") as sales agent, which was subsequently amended in August 2018 (the "Sales Agreement"), in connection with an “at the market offering” under which the Company from time to time could offer and sell shares of its common stock having an aggregate offering price of not more than $ 25.0 million. The Company provided HCW with customary indemnification rights, and HCW was entitled to a commission at a fixed commission rate equal to 3.0 % of the gross proceeds per share sold. On February 12, 2021, the Company suspended the use of the at-the-market transactions facility and terminated the continuous offering pursuant to the Sales Agreement. As of the termination of the Sales Agreement on February 12, 2021, the Company had sold an aggregate of 3,784,912 shares of its common stock pursuant to the Sales Agreement for net proceeds of $ 9.5 million. During the six months ended June 30, 2021, the Company had no t issued any shares under the Sales Agreement. At The Market Offering Agreement On June 4, 2021, the Company entered into an At The Market Offering Agreement (the “ATM Agreement”) with HCW, as sales agent, in connection with an “at the market offering” under which the Company from time to time may offer and sell shares of its common stock, having an aggregate offering price of up to $ 50.0 million. During the three months ended June 30, 2021, the Company had no t issued any shares under the ATM Agreement. Registered Direct Offerings In February 2021, the Company entered into a Securities Purchase Agreement (the “Institutional Purchase Agreement”) with certain institutional investors (the “Institutional Purchasers”). Pursuant to the terms of the Institutional Purchase Agreement, the Company sold to the Institutional Purchasers in a registered direct offering an aggregate of 24,906,134 shares of its common stock and warrants to purchase an aggregate of 12,453,067 shares of its common stock at a combined purchase price equal to $ 2.45 per share and associated warrant. Each warrant features an exercise price equal to $ 2.90 per share, is exercisable immediately upon issuance and will expire five years from the issuance date. Additionally, in a concurrent non-brokered registered direct offering, the Company entered into a Securities Purchase Agreement (the “Additional Purchase Agreement”) with certain accredited investors (the “Additional Purchasers”). Pursuant to the terms of the Additional Purchase Agreement, the Company sold to the Additional Purchasers an aggregate of 1,632,652 shares of its common stock and warrants to purchase an aggregate of 816,326 shares of its common stock at a combined purchase price equal to $ 2.45 per share and associated warrant. Each warrant features an exercise price equal to $ 2.90 per share, is exercisable immediately upon issuance and will expire five years from the issuance date. In connection with the registered direct offerings, the Company received gross proceeds of approximately $ 65.0 million. Private Placement In January 2021, the Company entered into a securities purchase agreement (the “January Private Placement”) with certain investors (the “January Purchasers”). Pursuant to the terms of the January Private Placement, the Company agreed to sell to the January Purchasers an aggregate of 12,500,000 shares of its common stock at a purchase price equal to $ 2.00 per share, along with warrants to purchase an aggregate of 6,250,000 shares of its common stock. In connection with the January Private Placement, the Company received gross proceeds of $ 25.0 million. Each warrant is exercisable for one share of common stock and features an exercise price equal to $ 2.90 per share. The warrants are exercisable immediately upon issuance and will expire five and one-half years from the issuance date. Index Warrant Exercises In January 2021, the Company issued 801,148 shares of common stock for net proceeds of $ 1.8 million in connection with warrant exercises associated with the April 23, 2020 securities purchase agreement and the May 25, 2020 securities purchase agreement. Index Stock Options and Warrants The following table summarizes the activity for stock options and warrants for the six months ended June 30, 2021: 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) Outstanding at December 31, 2020 963,700 $ 14.64 5.86 $ — 2,638,355 $ 2.18 4.98 $ — Changes during the period: Granted 176,875 1.59 19,519,393 2.90 Exercised ( 7,250 ) 3.28 ( 801,148 ) 2.19 Forfeited ( 19,492 ) 1.92 — — Expired ( 108,624 ) 34.28 — — Outstanding at June 30, 2021 1,005,209 $ 10.55 6.63 $ 5.1 21,356,600 $ 2.84 4.88 $ — Vested at June 30, 2021 or expected to vest in the future 984,976 $ 10.72 6.58 $ 4.9 21,356,600 $ 2.84 4.88 $ — Vested at June 30, 2021 743,847 $ 13.31 5.82 $ 0.7 21,356,600 $ 2.84 4.88 $ — Restricted Stock During the six months ended June 30, 2021 and 2020, the Company issued restricted stock for services as follows ($ in thousands): Six Months Ended June 30, 2021 2020 Number of restricted stock issued 300,450 156,184 Value of restricted stock issued $ 478 $ 512 The vesting terms of restricted stock issuances are generally between one to four years . Restricted Stock Units During the six months ended June 30, 2021 and 2020, the Company issued restricted stock units for services as follows ($ in thousands, except share data): Six Months Ended June 30, 2021 2020 Number of restricted stock units issued 458,245 195,320 Value of restricted stock units issued $ 729 $ 623 The weighted average estimated fair value of restricted stock issued for services in the six months ended June 30, 2021 and 2020 was $ 1.59 and $ 3.19 per share, respectively. The fair value of the restricted stock units was determined using the Company’s closing stock price on the date of issuance. The vesting terms of restricted stock unit issuances are generally one year , or upon the achievement of performance-based milestones. Note 9 – Share-Based Compensation Share-Based Compensation We utilize share-based compensation in the form of stock options, restricted stock, and restricted stock units. The following table summarizes the components of share-based compensation expense for the three and six months ended June 30, 2021 and 2020 (in thousands): Index Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Research and development $ 24 $ 56 $ 120 $ 181 General and administrative 246 239 747 680 Total share-based compensation expense $ 270 $ 295 $ 867 $ 861 Total compensation cost related to non-vested awards not yet recognized and the weighted-average periods over which the awards were expected to be recognized at June 30, 2021 were as follows (in thousands): Stock Options Restricted Stock Units Restricted Stock Unrecognized compensation cost $ 338 $ 407 $ 493 Expected weighted-average period in years of compensation cost to be recognized 1.73 1.26 2.01 Total fair value of shares vested and the weighted average estimated fair values of shares granted for the six months ended June 30, 2021 and 2020 were as follows (in thousands): Stock Options Six Months Ended June 30, 2021 2020 Total fair value of shares vested $ 407 $ 515 Weighted average estimated fair value of shares granted $ 1.08 $ 2.12 Valuation Assumptions The fair value of stock options and warrants at the date of grant was estimated using the Black-Scholes option pricing model. The expected volatility is based upon historical volatility of the Company’s stock. The expected term for the options is based upon observation of actual time elapsed between date of grant and exercise of options for all employees. The expected term for the warrants is based upon the contractual term of the warrants. Note 10– Research Funding California Institute of Regenerative Medicine Grant Award In February 2017, the California Institute for Regenerative Medicine ("CIRM") awarded the Company funds of up to $ 12.2 million to support The Sanford Project: T-Rex Study, a prospective, randomized, placebo-controlled, double-blind Phase 2 clinical trial to evaluate the safety and efficacy of CLBS03 as a treatment for recent-onset type 1 diabetes. The funding is based upon the achievement of certain milestones related to the proportion of subjects enrolled in California, as well as manufacturing and development costs incurred in California. Based on the actual number of subjects enrolled in California, the total amount of funding was revised to $ 8.6 million, of which $ 8.2 million has been received through the grant project period completion. The Company received $ 5.7 million in initial funding in May 2017, a $ 1.9 million milestone payment in December 2017, a $ 0.3 million progress payment in March 2018, and a $ 0.2 million progress payment in May 2019, of which the total was amortized over the estimated award period through July 2020 as a reduction to the related research and development expenses, with the final true up payment of $ 46 thousand received in September 2020 and recorded as a reduction to the related research and development expenses. During the three and six months ended June 30, 2021 and June 30, 2020, the Company amortized and recognized $ 0.0 million and $ 0.7 million in credits, respectively, to research and development related to CIRM funds received. Note 11 – 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. As of December 31, 2020, the Company had approximately $ 264 million of federal NOLs available to offset future taxable income expiring from 2030 through 2036. As of December 31, 2020, the Company had State NOLs available in New Jersey of Index $ 99 million, California of $ 70 million, and New York City of $ 13 million to offset future taxable income expiring from 2030 through 2040. In accordance with Section 382 of the Internal Revenue code, the usage of the Company’s NOLs could be limited in the event of a change in ownership. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the period when those temporary differences become deductible. The Company performed an analysis and determined that they did not have an ownership change of greater than 50% over a 3-year testing period. The last ownership change was determined to be on June 3, 2015. Based on a market capitalization of $ 125 million and using an applicable federal rate of 2.5%, the annual limitation would be approximately $ 3.0 million. Post change losses generated after June 3, 2015 would not be subject to 382 limitations. The Company applies the FASB’s provisions for uncertain tax positions. The Company utilizes the two-step process to determine the amount of recognized tax benefit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the consolidated financial statements is the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant tax authority. The Company recognizes interest and penalties associated with uncertain tax positions as a component of income tax expense. As of June 30, 2021, management does not believe the Company has any material uncertain tax positions that would require it to measure and reflect the potential lack of sustainability of a position on audit in its financial statements. The Company will continue to evaluate its uncertain tax positions in future periods to determine if measurement and recognition in its financial statements is necessary. The Company does not believe there will be any material changes in its unrecognized tax positions over the next year. For years prior to 2017, the federal statute of limitations is closed for assessing tax. The Company’s state tax returns remain open to examination for a period of three to four years from date of filing. In February 2021, the Company received preliminary approval from the New Jersey Economic Development Authority ("NJEDA") to participate in the Technology Business Tax Certificate Transfer Program (the "Program"). The Program permits qualified companies to sell a percentage of their New Jersey net operating losses ("NJ NOLs") to unrelated profitable corporations. On April 12, 2021, the Company received final approval from NJEDA to sell a portion of our NJ NOLs, which were subsequently sold to a qualifying and approved buyer pursuant to the Program for net proceeds of $ 1.4 million. The $ 1.5 million of our NJ NOL related tax benefits ("NJ NOL Tax Benefits") have been recorded as a benefit from income taxes and the loss on sale of $ 0.1 million recorded in other income (expense) in the consolidated financial statements. Note 12 – Contingencies Contingencies From time to time, the Company is subject to legal proceedings and claims, either asserted or unasserted, that arise in the ordinary course of business. While the outcome of pending claims cannot be predicted with certainty, the Company does not believe that the outcome of any pending claims will have a material adverse effect on the Company's financial condition or operating results. Index