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UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment No.
n/a
)*
Caladrius Biosciences Inc
(Name
of Issuer)
Common Stock, par value $0.001
128058203
February 12, 2021
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o
Rule
13d-1(b)
x
Rule
13d-1(c)
o
Rule
13d-1(d)
*
The remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The
information required in the remainder of this cover page shall not be deemed to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of
1934 (“Act”) or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
| CUSIP No. | 128058203 |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||||
| MMCAP International Inc. SPC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) | ||||
| (a) x | |||||
| (b) o | |||||
| 3 | SEC USE ONLY | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
| Cayman Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER | |||
| 0 | |||||
| 6 | SHARED VOTING POWER | ||||
| 5,142,858* | |||||
| 7 | SOLE DISPOSITIVE POWER | ||||
| 0 | |||||
| 8 | SHARED DISPOSITIVE POWER | ||||
| 5,142,858* | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
| 5,142,858* | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
| o | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
| **Up to 9.99% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
| CO | |||||
FOOTNOTES | |||||
| *Consists of 3,428,572 shares of the Issuer's common stock and warrants to acquire an additional 1,714,286 shares of the Issuer's common stock.
**The percentages used herein are calculated based on 59,505,265 outstanding shares of common stock of the Issuer as of February 12, 2021. The warrants held by the reporting persons are not exercisable if, as a result of the exercise, the holder would then become a "ten percent beneficial owner" of the Issuer's common stock, as defined in Rule 16a-2 of the Securities and Exchange Act of 1934, as amended. | |||||
| CUSIP No. | 128058203 |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||||
| MM Asset Management Inc. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) | ||||
| (a) x | |||||
| (b) o | |||||
| 3 | SEC USE ONLY | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
| Ontario, Canada | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER | |||
| 0 | |||||
| 6 | SHARED VOTING POWER | ||||
| 5,142,858* | |||||
| 7 | SOLE DISPOSITIVE POWER | ||||
| 0 | |||||
| 8 | SHARED DISPOSITIVE POWER | ||||
| 5,142,858* | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
| 5,142,858* | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
| o | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
| **Up to 9.99% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
| CO | |||||
FOOTNOTES | |||||
| *Consists of 3,428,572 shares of the Issuer's common stock and warrants to acquire an additional 1,714,286 shares of the Issuer's common stock.
**The percentages used herein are calculated based on 59,505,265 outstanding common shares of the Issuer as of February 12, 2021. The warrants held by the reporting persons are not exercisable if, as a result of the exercise, the holder would then become a "ten percent beneficial owner" of the Issuer's common stock, as defined in Rule 16a-2 of the Securities and Exchange Act of 1934, as amended. | |||||
Item
1.
(a) | Name
of Issuer |
Caladrius Biosciences Inc |
(b) | Address
of Issuer’s Principal Executive Offices |
110 Allen Road, Second Floor
Basking Ridge, NJ 07920 |
Item
2.
(a) | Name
of Person Filing |
i) MMCAP International Inc. SPC
ii) MM Asset Management Inc. |
(b) | Address
of Principal Business Office or, if none, Residence |
i) c/o Mourant Governance Services (Cayman) Limited
94 Solaris Avenue Camana Bay, P. O. Box 1348 Grand Cayman, KY1-1108 Cayman Islands ii) 161 Bay Street TD Canada Trust Tower Suite 2240 Toronto, Ontario M5J 2S1 Canada |
(c) | Citizenship |
i) Cayman Islands
ii) Ontario, Canada |
(d) | Title
of Class of Securities |
Common Stock, par value $0.001 |
(e) | CUSIP
Number |
128058203 |
Item
3. | If
this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c),
check whether the person filing is a: |
(a) | o | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
(b) | o | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
(c) | o |
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
|
(d) | o | Investment
company registered under section 8 of the Investment Company Act of 1940 (15
U.S.C 80a-8). |
(e) | o | An
investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
(f) | o | An
employee benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F); |
(g) | o | A
parent holding company or control person in accordance with §
240.13d-1(b)(1)(ii)(G); |
(h) | o | A
savings associations as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813); |
(i) | o | A
church plan that is excluded from the definition of an investment company under
section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
(j) | o | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). |
(k) | o |
A group, in accordance with § 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify
the type of institution:
|
Item
4. | Ownership. |
Provide
the following information regarding the aggregate number and percentage of the
class of securities of the issuer identified in Item 1.
(a) |
Amount beneficially owned:
5,142,858 |
(b) |
Percent of class: Up to 9.99% |
(c) | Number
of shares as to which the person has: |
(i) |
Sole power to vote or to direct the vote:
0 |
(ii) |
Shared power to vote or to direct the vote:
5,142,858 |
(iii) |
Sole power to dispose or to direct the disposition of:
0 |
(iv) |
Shared power to dispose or to direct the disposition of:
5,142,858 |
Item
5. | Ownership
of Five Percent or Less of a Class |
If
this statement is being filed to report the fact that as of the date hereof the
reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following
o
.
N/A
Item
6. | Ownership
of More than Five Percent on Behalf of Another Person. |
N/A
Item
7. | Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported
on By the Parent Holding Company |
N/A
Item
8. | Identification
and Classification of Members of the Group |
See Item 2
Item
9. | Notice
of Dissolution of Group |
N/A
Item
10. | Certification |
| By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11. |
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and correct.
| MMCAP International Inc. SPC | |||
Date:
February 22, 2021 | By:
| /s/ Matthew McIsaac | |
| Name: Matthew McIsaac | |||
| Title: Director | |||
| MM Asset Management Inc. | |||
Date:
February 22, 2021 | By:
| /s/ Hillel Meltz | |
| Name: Hillel Meltz | |||
| Title: President | |||
Footnotes: | *Consists of 3,428,572 shares of the Issuer's common stock and warrants to acquire an additional 1,714,286 shares of the Issuer's common stock.
**The percentages used herein are calculated based on 59,505,265 outstanding shares of common stock of the Issuer as of February 12, 2021. The warrants held by the reporting persons are not exercisable if, as a result of the exercise, the holder would then become a "ten percent beneficial owner" of the Issuer's common stock, as defined in Rule 16a-2 of the Securities and Exchange Act of 1934, as amended. |
Attention: | Intentional
misstatements or omissions of fact constitute Federal criminal violations (See
18 U.S.C. 1001) |