Annual Report — Form 10-K Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 10-K Annual Report HTML 866K
2: EX-4.3 Instrument Defining the Rights of Security Holders HTML 32K
3: EX-23.1 Consent of Expert or Counsel HTML 19K
4: EX-31.1 Certification -- §302 - SOA'02 HTML 23K
5: EX-32 Certification -- §906 - SOA'02 HTML 21K
12: R1 Cover HTML 83K
13: R2 Consolidated Balance Sheets HTML 101K
14: R3 Consolidated Balance Sheets (Parenthetical) HTML 46K
15: R4 Consolidated Statements of Operations HTML 71K
16: R5 Consolidated Statements of Comprehensive Loss HTML 48K
17: R6 Consolidated Statements of Equity HTML 64K
18: R7 Consolidated Statements of Cash Flows HTML 81K
19: R8 The Business HTML 27K
20: R9 Summary of Significant Accounting Policies HTML 36K
21: R10 Available-for-Sale-Securities HTML 60K
22: R11 Property and Equipment HTML 31K
23: R12 Loss Per Share HTML 27K
24: R13 Fair Value Measurements HTML 42K
25: R14 Accrued Liabilities HTML 28K
26: R15 Operating Leases HTML 38K
27: R16 Stockholders' Equity HTML 83K
28: R17 Share-Based Compensation HTML 51K
29: R18 Research Funding HTML 23K
30: R19 Income Taxes HTML 89K
31: R20 Contingencies HTML 22K
32: R21 Subsequent Events HTML 26K
33: R22 Summary of Significant Accounting Policies HTML 57K
(Policies)
34: R23 Summary of Significant Accounting Policies HTML 32K
(Tables)
35: R24 Available-for-Sale-Securities (Tables) HTML 63K
36: R25 Property and Equipment (Tables) HTML 32K
37: R26 Loss Per Share (Tables) HTML 26K
38: R27 Fair Value Measurements (Tables) HTML 39K
39: R28 Accrued Liabilities (Tables) HTML 28K
40: R29 Operating Leases (Tables) HTML 38K
41: R30 Stockholders' Equity (Tables) HTML 69K
42: R31 Share-Based Compensation (Tables) HTML 55K
43: R32 Income Taxes (Tables) HTML 86K
44: R33 Summary of Significant Accounting Policies HTML 27K
(Details)
45: R34 Available-for-Sale-Securities - Summary (Details) HTML 39K
46: R35 Available-for-Sale-Securities - Classification on HTML 27K
Consolidated Balance Sheets (Details)
47: R36 Available-for-Sale-Securities - Contractual HTML 37K
Maturities (Details)
48: R37 Property and Equipment (Details) HTML 38K
49: R38 Loss Per Share (Details) HTML 29K
50: R39 Fair Value Measurements (Details) HTML 32K
51: R40 Accrued Liabilities (Details) HTML 31K
52: R41 Operating Leases - Narrative (Details) HTML 24K
53: R42 Operating Leases - Balance Sheet Presentation HTML 40K
(Details)
54: R43 Operating Leases - Future Minimum Lease Payments HTML 32K
Under Lease Agreements (Details)
55: R44 Stockholders' Equity - Equity Plan (Details) HTML 62K
56: R45 Stockholders' Equity - Equity Issuances (Details) HTML 85K
57: R46 Stockholders' Equity - Stock Options and Warrants HTML 116K
(Details)
58: R47 Stockholders' Equity - Restricted Stock and HTML 38K
Restricted Stock Units (Details)
59: R48 Share-Based Compensation - Share-Based HTML 27K
Compensation Expense (Details)
60: R49 Share-Based Compensation - Compensation Cost Not HTML 31K
Yet Recognized (Details)
61: R50 Share-Based Compensation - Fair Value of Shares HTML 26K
Vested and Weighted Average Estimated Fair Value
of Shares Granted (Details)
62: R51 Share-Based Compensation - Valuation Assumptions HTML 41K
(Details)
63: R52 Research Funding (Details) HTML 33K
64: R53 Income Taxes - Narrative (Details) HTML 41K
65: R54 Income Taxes - Loss from Operations Before HTML 27K
Provision for Income Taxes (Details)
66: R55 Income Taxes - Components of Benefit from Income HTML 49K
Taxes (Details)
67: R56 Income Taxes - Effective Income Tax Reconciliation HTML 46K
(Details)
68: R57 Income Taxes - Components of Deferred Income Taxes HTML 52K
(Details)
69: R58 Subsequent Events (Details) HTML 66K
71: XML IDEA XML File -- Filing Summary XML 127K
11: XML XBRL Instance -- clbs-20201231_htm XML 1.39M
70: EXCEL IDEA Workbook of Financial Reports XLSX 79K
7: EX-101.CAL XBRL Calculations -- clbs-20201231_cal XML 204K
8: EX-101.DEF XBRL Definitions -- clbs-20201231_def XML 385K
9: EX-101.LAB XBRL Labels -- clbs-20201231_lab XML 1.47M
10: EX-101.PRE XBRL Presentations -- clbs-20201231_pre XML 793K
6: EX-101.SCH XBRL Schema -- clbs-20201231 XSD 141K
72: JSON XBRL Instance as JSON Data -- MetaLinks 327± 484K
73: ZIP XBRL Zipped Folder -- 0000320017-21-000043-xbrl Zip 292K
‘EX-4.3’ — Instrument Defining the Rights of Security Holders
DESCRIPTION OF CAPITAL STOCK OF CALADRIUS BIOSCIENCES, INC.
The following is a summary of all material characteristics of our capital stock as set forth in our certificate of incorporation and bylaws, and our outstanding warrants. The summary does not purport to be complete and is qualified in its entirety by reference to our certificate
of incorporation and bylaws, which are incorporated by reference as exhibits to the Annual Report on Form 10-K to which this description is an exhibit.
Authorized Capital Stock
Our authorized capital stock consists of 500,000,000 shares of common stock, par value $0.001 per share and 20,000,000 shares of preferred stock, par value $0.01 per share.
Common Stock
The holders of our common stock are entitled to one vote per share in the election of directors and on all other matters on which stockholders are entitled or permitted to vote. The holders of our common stock are not entitled to cumulative voting rights. Therefore, holders
of a majority of the shares voting for the election of directors can elect all of the directors. Subject to the terms of any outstanding series of preferred stock, the holders of our common stock are entitled to dividends in the amounts and at times as may be declared by the Board of Directors out of funds legally available. Upon liquidation or dissolution, holders of our common stock are entitled to share ratably in all net assets available for distribution to stockholders after payment of any liquidation preferences to holders of our preferred stock. The holders of our common stock have no redemption, conversion or preemptive rights.
As of March 5, 2020, we had 59,505,261 shares of common stock issued and outstanding, exclusive of existing convertible preferred stock, options and warrants.
Preferred Stock
Our
Board of Directors has the authority to issue up to 20,000,000 shares of preferred stock with such designations, rights, and preferences as may be determined from time to time by our Board of Directors. Accordingly, our Board of Directors is empowered, without stockholder approval, to issue preferred stock with dividend, liquidation, conversion, voting, or other rights that could adversely affect the voting power or other rights of the holders of our common stock. The issuance of preferred stock could have the effect of restricting dividends on our common stock, diluting the voting power of our common stock, impairing the liquidation rights of our common stock, or delaying or preventing a change in control of our company, all without further action by our stockholders.
As of March 5, 2020, there
were 10,000 shares of our Series B Convertible Redeemable Preferred Stock, $0.01 par value per share (“Series B Preferred Stock”), issued and outstanding.
Series B Preferred Stock
The Series B Preferred Stock ranks pari passu with our common stock with respect to the payment of dividends and to the distribution of assets upon liquidation, dissolution or winding up.
So long as any shares of the Series B Preferred Stock are outstanding, no dividend shall be declared or paid or set aside for payment or other distribution declared or made upon our common stock or upon any other stock ranking junior to, or on a parity with, the Series B Preferred Stock as to dividends or upon liquidation, dissolution or winding up, unless, in the case of our preferred stock, the same dividend is declared, paid or set aside for payment on all outstanding shares
of the Series B Preferred Stock or in the case of our common stock, ten times such dividend per share is declared, paid or set aside for payment on each outstanding share of the Series B Preferred Stock.
Except as otherwise provided by law, each share of the Series B Preferred Stock has the same voting rights as ten shares of our common stock and the holders of the Series B Preferred Stock and the common stock shall vote together as one class on all matters.
The holder of any share of Series B Preferred Stock has the right, at such holder’s option, to convert such share into one one-hundredth of a fully paid and non-assessable share of our common stock, subject to adjustment.
In the event of any voluntary or involuntary dissolution, liquidation or winding up of our
Company, after any distribution of assets is made to the holders of any other class or series of stock that ranks prior to the Series B Preferred Stock in respect of distributions upon the liquidation of the Company, the holder of each share of Series B Preferred Stock then outstanding shall be entitled to be paid out of our assets available for distribution to our stockholders, an amount on a pari passu basis equal to ten times the amount per share distributed to the holders of our common stock. After payment of the full amount of the distribution
to which they are entitled, the holders of shares of the Series B Preferred Stock will not be entitled to any further participation in any distribution of assets
by the Company.
Shares of Series B Preferred Stock issued and reacquired by us shall have the status of authorized and unissued shares of preferred stock, undesignated as to series, subject to later issuance.
Holders of shares of Series B Preferred Stock are not entitled to any preemptive or subscription rights in respect of any securities of the corporation.
Options and Restricted Stock Units
As of March 5, 2020, we had outstanding options to purchase an aggregate of 1,280,193, shares of our common stock with exercise prices ranging from $3.01 to $174.00 per share, with an approximate weighted average exercise price of $15.54 per share. The shares of our common stock
underlying all such options are registered with the SEC.
As of March 5, 2020, we had 313,442 restricted stock units issued and outstanding.
Warrants
As of March 5, 2020, we had outstanding warrants to purchase an aggregate of 30,000 shares of our common stock with an exercise price of $5.89. On March 11, 2016, we entered into a Consent and Third Amendment to Loan and Security Agreement (the “Amendment”) with Oxford Finance, LLC (the “Lender”). In connection with the Amendment, we issued to the Lender warrants to purchase an aggregate of 30,000 shares of common stock (the “Lender Warrants”), which are exercisable for a period of 7 years from the issuance date at an exercise
price of $5.89 per share. The shares of common stock underlying such warrants have been registered for resale.
Our Amended and Restated Certificate of Incorporation and bylaws contain some provisions that could make our acquisition by means of a tender or exchange offer, a proxy contest or otherwise more difficult. These provisions are summarized below.
Special Meetings.
Our bylaws provide that special meetings of our stockholders may, unless otherwise prescribed by law, be called by our Chairman of the Board (if any), our Board of Directors or our Chief Executive Officer and shall be held at such place, on such date and at such time as shall be fixed by our Board of Directors or the person calling the meeting. Business transacted at any special meeting shall be limited to matters relating to the purpose or purposes stated in the notice of the meeting.
Undesignated Preferred Stock. The ability to authorize undesignated preferred stock makes it possible for our Board of Directors to issue preferred stock with voting or other rights or preferences that could impede the success of any attempt to acquire us. The ability to issue preferred stock may have the effect of deferring hostile
takeovers or delaying changes in control or management of our company.
Delaware Anti-Takeover Statute. We are subject to the provisions of Section 203 of the Delaware General Corporation Law regulating corporate takeovers. In general, Section 203 prohibits a publicly held Delaware corporation from engaging in a business combination with an interested stockholder for a period of three years following the date the person became an interested stockholder unless:
•prior to the date of the transaction, the board of directors of the corporation approved either the business
combination or the transaction which resulted in the stockholder becoming an interested stockholder;
•upon
completion of the transaction that resulted in the stockholder becoming an interested stockholder, the
stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction
commenced, excluding for purposes of determining the number of shares outstanding (1) shares owned by
persons who are directors and also officers and (2) shares owned by employee stock plans in which employee
participants do not have the right to determine confidentially whether shares held subject to the plan will be
tendered in a tender or exchange offer; and
•on or subsequent to the date of the transaction, the business combination is approved
by the board and authorized
at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 66
2/3% of the outstanding voting stock which is not owned by the interested stockholder.
Generally, a business combination includes a merger, asset or stock sale, or other transaction resulting in a financial benefit to the interested stockholder. An interested stockholder is a person who, together with affiliates and associates, owns or, within three years prior to the determination of interested stockholder status, owned 15% or more of a corporation’s outstanding voting securities. We expect the existence of this provision to have
an anti-takeover effect with respect to transactions our Board of Directors does not approve in advance. We also anticipate that Section 203 may discourage attempted acquisitions that might result in a premium over the market price for the shares of our common stock held by stockholders.
The provisions of Delaware law, our Amended and Restated Certificate of Incorporation and our bylaws could have the effect of discouraging others from attempting hostile takeovers and, as a consequence, they may also inhibit temporary fluctuations in the market price of our common stock that often result from actual or rumored hostile takeover attempts. These provisions may also have the effect of preventing changes in our management. It is possible that these provisions
could make it more difficult to accomplish transactions that stockholders may otherwise deem to be in their best interests.
Dates Referenced Herein and Documents Incorporated by Reference
