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•	our ability to obtain sufficient capital or strategic business arrangements to fund our operations and expansion plans, including meeting our financial obligations under various licensing and other strategic arrangements, the funding of our clinical trials for product candidates, and the commercialization of the relevant technology;

•	our ability to build and maintain the management and human resources infrastructure necessary to support the growth of our business;

•	our ability to integrate our acquired businesses successfully and grow such acquired businesses as anticipated, including expanding our PCT business;

•	whether a market is established for our cell-based products and services and our ability to capture a meaningful share of this market;

•	scientific and medical developments beyond our control;

•	our ability to obtain and maintain, as applicable, appropriate governmental licenses, accreditations or certifications or comply with healthcare laws and regulations or any other adverse effect or limitations caused by government regulation of our business;

•	whether any of our current or future patent applications result in issued patents, the scope of those patents and our ability to obtain and maintain other rights to technology required or desirable for the conduct of our business; and our ability to commercialize products without infringing the claims of third party patents;

•	whether any potential strategic or financial benefits of various licensing agreements will be realized;

•	the results of our development activities;

•	our ability to complete our other planned clinical trials (or initiate other trials) in accordance with our estimated timelines due to delays associated with enrolling patients due to the novelty of the treatment, the size of the patient population and the need of patients to meet the inclusion criteria of the trial or otherwise; and

•	our ability to satisfy our obligations under our loan agreement.

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Manufacturing: Manufacturers of cell therapy-based products and specifically those manufacturing patient-specific cell therapies, face a number of challenges, including limited unit sizes and process scalability, short processing turnaround times and stringent and evolving regulatory requirements. PCT addresses these challenges by leveraging its established cGMP infrastructure and quality systems.

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Innovation and Engineering: We develop innovative long-term solutions to the unique challenges of cell therapy manufacturing through our Center for Innovation & Engineering. We accelerate the use of automation, integration, closed processing and other strategies to address scale up, cost of goods, quality control and robustness of manufacturing process. In order to utilize our expertise and further reduce cost of goods sold for products, PCT continually seeks innovation drivers, including new opportunities for automation in its manufacturing operations.

•	Manufacturing Development: PCT develops, optimizes, implements and validates various aspects of cell therapy product and process development. PCT also provides analytical development, such as the creation of quality assays.

•	Cell and Tissue Processing: PCT provides cost-effective cell processing services that meet current Good Tissue Practices ("cGTP") standards.

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•	Portfolio of one foreign issued patent (Singapore), nine granted U.S. patents, approximately 16 U.S. pending patent applications and approximately 85 foreign. pending patent applications covering most facets of the dendritic cell vaccine product and manufacture process, including:

•	Pluripotent Germ Lay Origin Antigen Presenting Cancer Vaccine;

•	Antigen-presenting cancer vaccines, methods of manufacturing vaccines and methods of treating disease using the vaccines;

•	Methods of making individualized high purity carcinoma initiating (stem) cells for target indications

•	The portfolio is international in scope, including filings in the United States, Europe, Japan, China, Hong Kong, Australia, New Zealand, Israel, Singapore, China, Korea and Canada.

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•	9 U.S. patents, 2 EU patents (each filed in 11 individual countries) and 12 other patents outside the U.S (Japan, South Africa, Malaysia, Philippines, Canada, Russia, Israel, Hong Kong)

•	Claims cover, inter alia, a pharmaceutical composition that contains a therapeutic concentration of non-expanded CD34/CXCR4 stem cells that move in response to SDF-1 or VEGF, together with a stabilizing amount of serum, and that can be delivered parenterally through a catheter to repair an injury caused by vascular insufficiency.

•	Issued and pending claims can be applied to broad range of conditions caused by underlying ischemia, including: AMI, chronic myocardial ischemia post-AMI; chronic heart failure; critical limb ischemia; and ischemic brain injury

•	2 U.S. and 12 outside the U.S. patent applications are pending.

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•	12 patents and 6 pending patent applications;

•	Claims covering many facets of Tregs, including:

•	composition claims to engineered antigen presenting cells ("APCs");

•	methods of Treg isolation, expansion and activation/stimulation as sourced from peripheral blood and cord blood; and

•	methods of treating or preventing certain conditions and/or diseases, including Type 1 diabetes, organ transplant rejection, and GVHD using Tregs.

•	Patents and applications cover international geographies (U.S., EU, Japan, China, Australia, Canada).

•	An option on patent licenses to critical reagents employed in Treg therapeutic development.

•	Portfolio of 3 granted and 6 pending patent applications for manufacturing a dermatological product, including:

•	Stem cell growth media and methods of making and using same;

•	Stem Cell Compositions for Cosmetic and Dermatologic Use

•	The portfolio is international, including filings in the U.S., EU, Canada and Hong Kong

•	Portfolio of 3 granted and 2 pending patent applications for a neurological regeneration product, including:

•	Methods of Derivation of Neuronal Progenitor Cells from Embryonic Stem Cells;

•	Human Neuronal Progenitor Cells Co-Expressing Nestin and PAX6, and Co-Expressing NEUN or TUJ1; and

•	Cellular Therapeutic Approaches to Traumatic Brain and Spinal Cord Injury.

•	The portfolio is international, including filings in the U.S. and the EU.

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•	Registration and listing requirements for establishments that manufacture HCT/Ps;

•	Requirements for determining donor eligibility, including donor screening and testing;

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cGTP requirements, which include requirements pertaining to the manufacturer's quality program, personnel, procedures, manufacturing facilities, environmental controls, equipment, supplies and reagents, recovery, processing and process controls, labeling, storage, record-keeping, tracking, complaint files, receipt, pre-distribution shipment, distribution, and donor eligibility determinations, donor screening, and donor testing;

•	Adverse reaction reporting;

•	Labeling of HCT/Ps; and

•	FDA inspection, retention, recall, destruction, and cessation of manufacturing operations.

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•	Phase 1: Studies are initially conducted in a limited population to test the product candidate for safety, dose tolerance, absorption, metabolism, distribution and excretion in healthy humans or, on occasion, in patients, such as cancer patients when the drug or biologic is too toxic to be ethically given to healthy individuals.

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Phase 2: Studies are generally conducted in a limited patient population to identify possible adverse effects and safety risks, to determine the efficacy of the product for specific targeted indications and to determine dose tolerance and optimal dosage. Multiple Phase 2 clinical trials may be conducted by the sponsor to obtain information prior to beginning larger and more expensive Phase 3 clinical trials.

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Phase 3: These are commonly referred to as pivotal studies. When Phase 2 evaluations demonstrate that a dose range of the product is effective and has an acceptable safety profile, Phase 3 clinical trials are undertaken in large patient populations to further evaluate dosage, to provide substantial evidence of clinical efficacy and to further test for safety in an expanded and diverse patient population at multiple, geographically-dispersed clinical trial sites. In most cases FDA requires two adequate and well controlled Phase 3 clinical trials to demonstrate the efficacy of the drug. A single Phase 3 trial with other confirmatory evidence may be sufficient in rare instances where the study is a large multicenter trial demonstrating internal consistency and a statistically very persuasive finding of a clinically meaningful effect on mortality, irreversible morbidity or prevention of a disease with a potentially serious outcome and confirmation of the result in a second trial would be practically or ethically impossible.

•	Phase 4: In some cases, FDA may condition approval of an NDA or BLA for a product candidate on the sponsor's agreement to conduct additional clinical trials after NDA or BLA approval. In other cases, a sponsor may voluntarily carry out additional trials post approval to gain more information about the drug or biologic. Such post approval trials are typically referred to as Phase 4 studies.

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•	state and local licensure, registration and regulation of laboratories, the processing and storage of human cells and tissue, and the development and manufacture of pharmaceuticals and biologics;

•	other laws and regulations administered by the United States FDA, including the FD&C Act and related laws and regulations and the PHS Act and related laws and regulations;

•	laws and regulations administered by the United States Department of Health and Human Services, including the Office for Human Research Protections;

•	state laws and regulations governing human subject research;

•	federal and state coverage and reimbursement laws and regulations, including laws and regulations administered by the Centers for Medicare & Medicaid Services and state Medicaid agencies;

•	the federal Medicare and Medicaid Anti-Kickback Law and similar state laws and regulations;

•	the federal Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health Act and similar state laws and regulations;

•	the federal physician self-referral prohibition commonly known as the Stark Law, and state equivalents of the Stark Law;

•	Occupational Safety and Health Administration requirements;

•	state and local laws and regulations dealing with the handling and disposal of medical waste; and

•	the Intermediate Sanctions rules of the IRS providing for potential financial sanctions with respect to “Excess Benefit Transactions” with tax-exempt organizations.

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•	the scope, progress, results, costs, timing and outcomes of our cell therapy research and development programs and product candidates;

•	our ability to enter into any collaboration agreements with third parties for our product candidates and the timing and terms of any such agreements;

•	the costs associated with the consummation of one or more strategic transactions;

•	the timing of and the costs involved in obtaining regulatory approvals for our product candidates, a process which could be particularly lengthy or complex given the FDA's limited experience with marketing approval for cell therapy products;

•	the costs of maintaining, expanding and protecting our intellectual property portfolio, including potential litigation costs and liabilities; and

•	the cost of expansion of our development and manufacturing operations, including but not limited to the costs of expanded facilities, equipment costs, engineering and innovation initiatives and personnel.

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•	completing research regarding, and nonclinical and clinical development of, our product candidates;

•	obtaining regulatory approvals and marketing authorizations for product candidates for which we complete clinical trials;

•	developing a sustainable and scalable manufacturing process for our product candidates, including growing our own manufacturing capabilities and infrastructure;

•	launching and commercializing product candidates for which we obtain regulatory approvals and marketing authorizations, either directly or with a collaborator or distributor;

•	obtaining market acceptance of our product candidates as viable treatment options;

•	addressing any competing technological and market developments;

•	identifying, assessing, acquiring and/or developing new product candidates;

•	negotiating favorable terms in any collaboration, licensing, or other arrangements into which we may enter;

•	maintaining, protecting, and expanding our portfolio of intellectual property rights, including patents, trade secrets, and know-how; and

•	attracting, hiring, and retaining qualified personnel.

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•	Hitachi Chemical has discretion in determining the efforts and resources that they will apply to the collaboration, which efforts and resources may prove inadequate;

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Hitachi Chemical may not pursue development and commercialization of our PCT business in Asia or Europe, or may elect not to continue or renew development or commercialization programs based on results, changes in their strategic focus due to the acquisition of competitive products, availability of funding, or other external factors, such as a business combination that diverts resources or creates competing priorities;

•	Hitachi Chemical could independently develop, or develop with third parties, products that compete directly or indirectly with our PCT business;

•	Hitachi Chemical may not commit sufficient resources to the marketing and development of the PCT business in Asia or Europe;

•	disputes may arise between us and Hitachi Chemical that could cause the delay or termination of the research, development or commercialization of our PCT business, or that results in costly litigation or arbitration that diverts management attention and resources; and

•	our collaboration with Hitachi Chemical may be terminated and, if terminated, may result in a need for additional capital to pursue further development or commercialization of our PCT business.

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•	pursue alternative technologies or develop alternative products, either on its own or jointly with others, that may be competitive with the PCT business on which it is collaborating with us and has licensed from us, which could affect its commitment to us;

•	pursue higher-priority programs or change the focus of its development programs, which could affect their commitment to us; or

•	choose to devote fewer resources to the marketing and development of our PCT business.

•	suspensions, delays or changes in the design, initiation, enrollment, implementation or completion of required clinical trials;

•	adverse changes in our financial position or significant and unexpected increases in the cost of our clinical development program;

•	changes or uncertainties in, or additions to, the regulatory approval process that require us to alter our current development strategy;

•	clinical trial results that are negative, inconclusive or even less than desired as to safety and/or efficacy, which could result in the need for additional clinical studies or the termination of the product's development;

•	delays in our ability to manufacture the product in quantities or in a form that is suitable for any required clinical trials;

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•	intellectual property constraints that prevent us from making, using, or commercializing any of our cell therapy product candidates;

•	the supply or quality of our product candidates or other materials necessary to conduct clinical trials of these product candidates may be insufficient or inadequate:

•	inability to generate sufficient preclinical, toxicology, or other in vivo or in vitro data to support the initiation of clinical trials;

•	delays in reaching agreement on acceptable terms with prospective contract research organizations, or CROs, and clinical study sites, the terms of which can be subject to extensive negotiation and may vary significantly among different CROs and clinical study sites;

•	delays in obtaining required Institutional Review Board, or IRB, approval at each clinical trial site;

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imposition of a temporary or permanent clinical hold by the FDA or similar restrictions by other regulatory agencies for a number of reasons, including after review of an IND or amendment, or equivalent application or amendment; as a result of a new safety finding that presents unreasonable risk to clinical trial participants; a negative finding from an inspection of our clinical trial operations or clinical trial sites; developments on trials conducted by competitors or approved products post-market for related technology that raises FDA concerns about risk to patients of the technology broadly; or if FDA finds that the investigational protocol or plan is clearly deficient to meet its stated objectives;

•	difficulty collaborating with patient groups and investigators;

•	failure by our CROs, other third parties, or us to adhere to clinical trial requirements;

•	failure to perform in accordance with the FDA’s good clinical practices requirements, or cGCPs, or applicable requirements in other countries;

•	delays in having patients qualify for or complete participation in a trial or return for post-treatment follow-up;

•	patients dropping out of a clinical trial;

•	occurrence of adverse events associated with the product candidate;

•	changes in the standard of care on which a clinical development plan was based, which may require new or additional trials or abandoning existing trials;

•	transfer of manufacturing processes from our academic collaborators to larger-scale facilities operated by either a contract manufacturing organization, or CMO, or by us, and delays or failure by our CMOs or us to make any necessary changes to such manufacturing process;

•	delays in manufacturing, testing, releasing, validating, or importing/exporting sufficient stable quantities of our product candidates for use in clinical studies or the inability to do any of the foregoing; and

•	FDA may not accept clinical data from trials that are conducted in countries where the standard of care is potentially different from the United States.

•	obtain approval for indications that are not as broad as the indications we sought;

•	have the product removed from the market after obtaining marketing approval;

•	encounter problems with respect to the manufacturing of commercial supplies;

•	be subject to additional post-marketing testing requirements; and/or

•	be subject to restrictions on how the product is distributed or used.

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•	patients failing to complete clinical trials due to dissatisfaction with the treatment, side effects or other reasons;

•	failure by regulators to authorize us to commence a clinical trial;

•	suspension or termination by regulators of clinical research for many reasons, including concerns about patient safety or failure of our contract manufacturers to comply with cGMP requirements;

•	delays or failure to obtain clinical supply for our products necessary to conduct clinical trials from contract manufacturers, including commercial grade clinical supply for our trials;

•	treatment candidates demonstrating a lack of efficacy during clinical trials;

•	inability to continue to fund clinical trials or to find a partner to fund the clinical trials;

•	competition with ongoing clinical trials and scheduling conflicts with participating clinicians; and

•	delays in completing data collection and analysis for clinical trials.

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•	be subject to restrictions on how the product is distributed or used.

•	our ability to distinguish our products (which involve adult cells) from any ethical and political controversies associated with stem cell products derived from human embryonic or fetal tissue; and

•	the cost of the product, the reimbursement policies of government and third-party payors and our ability to obtain sufficient third-party coverage or reimbursement.

•	collaborators have significant discretion in determining the efforts and resources that they will apply to a collaboration;

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collaborators may not pursue development and commercialization of our product candidates or may elect not to continue or renew development or commercialization programs based on clinical trial results, changes in their strategic focus due to the acquisition of competitive products, availability of funding, or other external factors, such as a business combination that diverts resources or creates competing priorities;

•	collaborators may delay clinical trials, provide insufficient funding for a clinical trial, stop a clinical trial, abandon a product candidate, repeat or conduct new clinical trials, or require a new formulation of a product candidate for clinical testing;

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•	collaborators could independently develop, or develop with third parties, products that compete directly or indirectly with our products or product candidates;

•	a collaborator with marketing and distribution rights to one or more products may not commit sufficient resources to their marketing and distribution;

•	collaborators may not properly maintain or defend our intellectual property rights or may use our intellectual property or proprietary information in a way that gives rise to actual or threatened litigation that could jeopardize or invalidate our intellectual property or proprietary information or expose us to potential liability;

•	disputes may arise between us and a collaborator that cause the delay or termination of the research, development or commercialization of our product candidates, or that result in costly litigation or arbitration that diverts management attention and resources;

•	collaborations may be terminated and, if terminated, may result in a need for additional capital to pursue further development or commercialization of the applicable product candidates; and

•	collaborators may own or co-own intellectual property covering our products that results from our collaborating with them, and in such cases, we would not have the exclusive right to commercialize such intellectual property.

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•	the product candidates require significant clinical testing to demonstrate safety and effectiveness before applications for marketing approval can be submitted to the FDA and other regulatory authorities;

•	data obtained from preclinical and nonclinical animal testing and clinical trials can be interpreted in different ways, and regulatory authorities may not agree with our respective interpretations or may require us to conduct additional testing;

•	negative or inconclusive results or the occurrence of serious or unexpected adverse events during a clinical trial could cause us to delay or terminate development efforts for a product candidate; and/or

•	FDA and other regulatory authorities may require expansion of the size and scope of the clinical trials.

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•	third-party clinical investigators do not perform the clinical trials on the anticipated schedule or consistent with the clinical trial protocol, good clinical practices required by the FDA and other regulatory requirements, or other third parties do not perform data collection and analysis in a timely or accurate manner;

•	inspections of clinical trial sites by the FDA or by IRBs of research institutions participating in the clinical trials, reveal regulatory violations that require the sponsor of the trial to undertake corrective action, suspend or terminate one or more sites, or prohibit use of some or all of the data in support of marketing applications; or

•	the FDA or one or more IRBs suspends or terminates the trial at an investigational site, or precludes enrollment of additional subjects.

•	warning letters or untitled letters or other actions requiring changes in product manufacturing processes or restrictions on product marketing or distribution;

•	product recalls or seizures or the temporary or permanent withdrawal of a product from the market; and

•	fines, restitution or disgorgement of profits or revenue, the imposition of civil penalties or criminal prosecution.

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•	differing regulatory requirements in foreign countries;

•	unexpected changes in tariffs, trade barriers, price and exchange controls, and other regulatory requirements;

•	economic weakness, including inflation, or political instability in particular foreign economies and markets;

•	compliance with tax, employment, immigration, and labor laws for employees living or traveling abroad;

•	foreign taxes, including withholding of payroll taxes;

•	foreign currency fluctuations, which could result in increased operating expenses and reduced revenue, and other obligations incident to doing business in another country;

•	difficulties staffing and managing foreign operations;

•	workforce uncertainty in countries where labor unrest is more common than in the United States;

•	potential liability under the Foreign Corrupt Practices Act of 1977 or comparable foreign laws;

•	challenges enforcing our contractual and intellectual property rights, especially in those foreign countries that do not respect and protect intellectual property rights to the same extent as the United States;

•	production shortages resulting from any events affecting raw material supply or manufacturing capabilities abroad; and

•	business interruptions resulting from geo-political actions, including war and terrorism.

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•	low levels of trading volume for our shares;

•	capital-raising or other transactions that are, or may in the future be, dilutive to existing stockholders or that involve the issuance of debt securities;

•	delays in our clinical trials, negative clinical trial results or adverse regulatory decisions relating to our product candidates;

•	adverse fluctuations in our revenues or operating results or financial results that otherwise fall below the market's expectations;

•	disappointing developments concerning our cell therapy services clients or other collaborators for our product candidates; and

•	legal challenges, disputes and/or other adverse developments impacting our patents or other proprietary rights that protect our products.

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(1)	Includes stock options only; does not include purchase rights accruing under the 2012 ESPP Plan because the purchase price (and therefore the number of shares to be purchased) will not be determined until the end of the purchase period.

(2)	Consists of the 2003 Plan, the 2009 Plan, the 2012 ESPP Plan and the 2015 Plan.

(3)	Includes shares available for future issuance under the 2009 Plan and the 2012 ESPP Plan.

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Clinical Services, representing process development and clinical manufacturing services provided at PCT to its various clients, were approximately $14.8 million for the year ended December 31, 2015, compared to $10.4 million for the year ended December 31, 2014, representing an increase of approximately $4.4 million or 42%. The increase was primarily due to $4.1 million of higher clinical manufacturing revenue (which is recognized as services are rendered), and to a lesser extent, $0.3 million of higher process development revenue (such revenue being recognized on a "completed contract" basis).

◦	Clinical Manufacturing Revenue - Clinical manufacturing revenues were approximately $10.5 million for the year ended December 31, 2015, compared to $6.4 million for the year ended December 31, 2014. The increase is primarily due to higher enrollment of patients being treated in our customers' clinical trials.

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Process Development Revenue - Process development revenues were approximately $4.4 million for the year ended December 31, 2015, compared to $4.0 million for the year ended December 31, 2014. During the year ended December 31, 2015, the number of process development contracts initiated and completed were higher compared to the prior year period. In accordance with our revenue recognition policy, process development revenue is recognized upon contract completion (i.e., when the services under a particular contract are completed). As of December 31, 2015, approximately $4.9 million process development revenue has been deferred to future periods for contracts that have been initiated but not yet completed. This revenue will be recognized in future periods upon completion of those contracts. Process development revenue will continue to fluctuate from period to period as a result of this revenue recognition policy.

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Clinical Services Reimbursables, representing reimbursement of expenses for certain consumables incurred on behalf of our clinical service revenue clients, were approximately $3.4 million for the year ended December 31, 2015, compared to $3.7 million for the year ended December 31, 2014, representing a decrease of approximately $0.3 million or 8%. Generally, clinical services reimbursables correlate with clinical services revenues. However, differences in the cost of supplies to be reimbursed can vary greatly from contract to contract based on the cost of supplies needed for each client's manufacturing and development process, and may impact this correlation. In addition, our terms for billing reimbursable expenses do not include a significant mark up in the acquisition cost of such consumables, and as a result, changes in this revenue category have little impact on our gross profit and net loss.

•	Processing and Storage Services, primarily representing revenues from our oncology stem cell processing, were approximately $4.1 million for the year ended December 31, 2015, compared to $3.8 million for the year ended December 31, 2014, representing an increase of approximately $0.3 million or 9%. The increase is primarily due to increased volume and pricing for the processing services.

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Cost of revenues were approximately $20.2 million for the year ended December 31, 2015, compared to $15.7 million for the year ended December 31, 2014, representing an increase of $4.5 million or 29%. The increase is primarily due to increased clinical services costs to support our customer's process development and clinical manufacturing efforts, as well as additional investment in our internal facilities and capabilities. Overall, gross profit for the year ended December 31, 2015 was $2.3 million or 10% of 2015 revenues, compared to gross profit for the year ended December 31, 2014 of $2.3 million or 13% of 2014 revenues. Gross profit percentages generally will increase as clinical service revenue increases. However, gross profit percentages will also fluctuate from period to period due to the mix of service and reimbursable revenues and costs.

•	Research and development expenses were approximately $23.9 million for the year ended December 31, 2015 compared to $29.2 million for the year ended December 31, 2014, representing a decrease of approximately $5.3 million, or 18%.

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Immuno-oncology - Immuno-oncology expenses, which are primarily associated with the Intus Phase 3 clinical trial for the immunotherapy product candidate CLBS20, were $9.9 million for the year ended December 31, 2015, representing an increase of $3.0 million compared to the year ended December 31, 2014. The targeted cancer immunotherapy program was acquired in the acquisition (the "CSC Acquisition") of California Stem Cell, Inc. ("CSC") in May 2014. In January 2016, we discontinued the clinical development of CLBS20.

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Ischemic Repair - Ischemic repair expenses were $6.5 million for the year ended December 31, 2015, representing a decrease of approximately $4.7 million compared to the year ended December 31, 2014. The decrease is primarily due to lower costs associated with the PreServe AMI Phase 2 clinical trial for CLBS10, and partially offset by expenses associated with a potential critical limb ischemia development program in Japan.

◦	Immune Modulation - Immune modulation expenses, including our efforts focused on initiating our Phase 2 clinical trial of CLBS03 in type 1 diabetes, were $4.0 million for the year ended December 31, 2015, representing a decrease of $3.0 million compared to the year ended December 31, 2014.

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Other - Other research and development expenses were $3.4 million for the year ended December 31, 2015, representing a decrease of approximately $0.6 million compared to the year ended December 31, 2014. Equity-based compensation included in research and development expenses for the year ended December 31, 2015, was approximately $1.8 million, representing a decrease of $0.2 million, compared to the year ended December 31, 2014.

•	Impairment of intangible assets of $62.3 million for the year ended December 31, 2015 were primarily related to the following:

◦	The full impairment of IPR&D associated with CLBS10 valued at $9.4 million, based on our decision that we will not pursue further development of CLBS10 upon completion of the ongoing PreSERVE-AMI Phase 2 clinical trial.

◦	The full impairment of IPR&D associated with CLBS20 valued at $34.3 million, based on our decision to discontinue the Phase 3 study of CLBS20 as a monotherapy for metastatic melanoma.

◦	Goodwill impairment of $18.2 million, based on the our annual review for goodwill impairment as of December 31, 2015. The impairment was directly attributable to our decision to discontinue our CLBS20 Phase 3 clinical trial.

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Selling, general and administrative expenses were approximately $30.0 million for the year ended December 31, 2015, compared to $30.8 million for the year ended December 31, 2014, representing a decrease of approximately $0.8 million, or 3%. Equity-based compensation included in selling, general and administrative expenses for the year ended December 31, 2015, was approximately $7.4 million, compared to approximately $8.7 million for the year ended December 31, 2014, representing a decrease of $1.3 million. The decrease in equity-based compensation was due to its broader use during the year ended December 31, 2014. Equity-based compensation expense will continue to fluctuate in future years as equity-linked instruments are used to compensate employees, consultants and other service providers. Non-equity-based general and administrative expenses for the year ended December 31, 2015 were approximately $22.6 million, compared to approximately $22.1 million for the year ended December 31, 2014. The increase was related to higher corporate development activities, and expenses associated with the additional CSC operating activities since the acquisition date on May 8, 2014, and increased corporate infrastructure to support our overall operations.

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Clinical Services, representing process development and clinical manufacturing services provided at PCT to its various clients, were approximately $10.4 million for the year ended December 31, 2014, compared to $9.1 million for the year ended December 31, 2013, representing an increase of approximately $1.3 million or 14%. The increase was primarily due to $2.0 million of higher process development revenue (such revenue being recognized on a "completed contract" basis) as a result of an increase in the number of new process development agreements with our existing clients, which was partially offset by $0.6 million of lower clinical manufacturing revenue (which is recognized as services are rendered).

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Process Development Revenue - Process development revenues were approximately $4.0 million for the year ended December 31, 2014, compared to $2.0 million for the year ended December 31, 2013. During the year ended December 31, 2014, the number of process development contracts initiated and completed were higher compared to the prior year period. In accordance with our revenue recognition policy, process development revenue is recognized upon contract completion (i.e., when the services under a particular contract are completed). As of December 31, 2014, approximately $3.9 million process development revenue has been deferred to future periods for contracts that have been initiated but not yet completed. This revenue will be recognized in future periods upon completion of those contracts. Process development revenue will continue to fluctuate from period to period as a result of this revenue recognition policy.

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◦	Clinical Manufacturing Revenue - Clinical manufacturing revenues were approximately $6.4 million for the year ended December 31, 2014, compared to $7.0 million for the year ended December 31, 2013. The decrease is primarily due to lower enrollment of patients being treated in our customers' clinical trials.

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Clinical Services Reimbursables, representing reimbursement of expenses for certain consumables incurred on behalf of our clinical service revenue clients, were approximately $3.7 million for the year ended December 31, 2014 compared to $2.1 million for the year ended December 31, 2013, representing an increase of approximately $1.6 million or 79%. Generally, clinical services reimbursables correlate with clinical services revenues. However, differences in the cost of supplies to be reimbursed can vary greatly from contract to contract based on the cost of supplies needed for each client's manufacturing and development process, and may impact this correlation. In addition, our terms for billing reimbursable expenses do not include a significant mark up in the acquisition cost of such consumables, and as a result, changes in this revenue category have little impact on our gross profit and net loss.

•	Processing and Storage Services, primarily representing revenues from our oncology stem cell processing, were approximately $3.8 million for the year ended December 31, 2014 compared to $3.4 million for the year ended December 31, 2013, representing an increase of approximately $0.3 million or 10%. The increase is primarily due to increased volume and pricing for the processing services.

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Cost of revenues were approximately $15.7 million for the year ended December 31, 2014, compared to $12.9 million for the year ended December 31, 2013, representing an increase of $2.7 million or 21%. The increase is primarily due to increased clinical services costs to support our customer's process development and clinical manufacturing efforts, as well as additional investment in our internal facilities and capabilities. Overall, gross profit for the year ended December 31, 2014 was $2.3 million or 13% of 2014 revenues, compared to gross profit for the year ended December 31, 2013 of $1.7 million or 12% of 2013 revenues. Gross profit percentages generally will increase as clinical service revenue increases. However, gross profit percentages will also fluctuate from period to period due to the mix of service and reimbursable revenues and costs.

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Research and development expenses were approximately $29.2 million for the year ended December 31, 2014, compared to $16.9 million for the year ended December 31, 2013, representing an increase of approximately $12.3 million, or 73%. Research and development expenses associated with our targeted cancer immunotherapy program, including the initiation of the Intus Phase 3 clinical trial for our lead immunotherapy product candidate CLBS20, were $6.9 million for the year ended December 31, 2014. The targeted cancer immunotherapy program was acquired in the CSC merger on May 8, 2014. Research and development expenses related to our ischemic repair program, including expenses associated with the Preserve AMI Phase 2 clinical trial for our product candidate CLBS10, increased by approximately $0.2 million for the year ended December 31, 2014, compared to the prior year period. The increase reflects costs related to evaluating additional potential therapeutic indications in the ischemic repair program, which were partially offset by lower expenses in the Preserve AMI Phase 2 clinical trial which completed patient enrollment in the fourth quarter of 2013. Research and development expenses associated with our immune modulation program increased by approximately $4.3 million, and was primarily due to our efforts to develop Tregs. Other research and development expenses associated with engineering and innovation initiatives at PCT to improve scale up, automation, and integration capabilities increased during year ended December 31, 2014 compared to the prior year. Equity-based compensation included in research and development expenses for the year ended December 31, 2014 and December 31, 2013 were approximately $2.1 million and $0.8 million, respectively.

•

Selling, general and administrative expenses were approximately $30.8 million for the year ended December 31, 2014, compared to $21.6 million for the year ended December 31, 2013, representing a decrease of approximately $9.1 million, or 43%. Equity-based compensation included in selling, general and administrative expenses for the year ended December 31, 2014, was approximately $8.7 million, compared to approximately $5.7 million for the year ended December 31, 2013, representing a decrease of $2.9 million. The increase in equity-based compensation was due to its broader use during the year ended December 31, 2014, and in particular, equity awards issued as a bonus for the successful completion of the CSC Acquisition. Equity-based compensation expense will continue to fluctuate in future years as equity-linked instruments are used to compensate employees, consultants and other service providers. Non-equity-based general and administrative expenses for the year ended December 31, 2014, were approximately $22.1 million, compared

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•	We raised $28.8 million (or $26.5 million in net proceeds after deducting underwriting discounts and commissions and offering expenses) through an underwritten offering of 14.4 million shares of our common stock at a public offering price of $2.00 per share in May 2015.

•	We raised gross proceeds of approximately $9.7 million through the issuance of approximately 4.4 million shares of our common stock under the provisions of our Common Stock Purchase Agreements with Aspire.

•	We received proceeds of $1.1 million from the issuance of notes payable relating to certain insurance policies and equipment financings, less repayments of $1.0 million.

•	We raised gross proceeds of approximately $15.0 million from loan proceeds from Oxford Finance LLC in September 2014. In connection with the loan, we repaid all outstanding amounts due under two loans from TD Bank, N.A. in the amount of approximately $3.1 million. In addition, debt offering/issuance costs of $0.5 million were paid in connection with the loan.

•	We raised gross proceeds of approximately $16.5 million through the issuance of approximately 2.8 million shares of our common stock under the provisions of our Common Stock Purchase Agreements with Aspire.

•	We raised approximately $0.3 million from the exercise of 48,987 options.

•	We raised approximately $1.7 million from the exercise of 333,250 warrants.

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•	We received proceeds of $1.8 million from the issuance of notes payable relating to certain insurance policies and equipment financings, less repayments of $1.1 million.

•	We raised $11.5 million (or $10.5 million in net proceeds after deducting underwriting discounts and commissions and offering expenses) through an underwritten offering of 2.3 million shares of our common stock at a public offering price of $5.00 per share in April 2013.

•	We raised $40.3 million (or $37.1 million in net proceeds after deducting underwriting discounts and commissions and offering expenses) through an underwritten offering of 5.75 million shares of our common stock at a public offering price of $7.00 per share in October 2013.

•	We raised gross proceeds of approximately $11.1 million through the issuance of approximately 1.6 million shares of common stock under the provisions of our common stock purchase agreement with Aspire.

•	We raised approximately $0.2 million from the exercise of 0.03 million options.

•	We raised approximately $3.0 million from the exercise of 0.6 million warrants. To induce the exercise of certain of these warrants, we provided consideration to the warrant holders in the form of cash.

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•	Under agreements with external clinical research organizations (“CROs”), we will incur expenses relating to our clinical trials for our therapeutic product candidates in development. The timing and amount of these expenses are based on performance of services rendered and expenses as incurred by the CROs and therefore, we cannot reasonably estimate the timing of these payments.

•

Under certain license, collaboration, and merger agreements, we are required to pay royalties, milestone and/or other payments upon successful development and commercialization of products. However, successful research and development of pharmaceutical products is high risk, and most products fail to reach the market. Therefore, at this time the amount and timing of the payments, if any, are not known.

•	From time to time, we are 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, we do not believe that the outcome of any pending claims will have a material adverse effect on our financial condition or operating results.

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•	persuasive evidence of an arrangement exists;

•	delivery has occurred or the services have been rendered;

•	the fee is fixed or determinable; and

•	collectability is probable.

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•	persuasive evidence of an arrangement exists;

•	delivery has occurred or the services have been rendered;

•	the fee is fixed or determinable; and

•	collectability is probable.

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•

In October 2011, in connection with the acquisition (the "Amorcyte Acquisition") of Amorcyte, LLC ("Amorcyte"), contingent consideration obligations were recognized relating to earn out payments equal to 10% of the net sales of the lead product candidate CLBS10 (in the event of and following the date of first commercial sale of CLBS10, a CD34 therapy), provided that in the event the Company sublicenses CLBS10, the applicable earn out payment will be equal to 30% of any sublicensing fees, and provided further that the Company will be entitled to recover direct out-of-pocket clinical development costs not previously paid or reimbursed and any costs, expenses, liabilities and settlement amounts arising out of claims of patent infringement or otherwise challenging Amorcyte’s right to use intellectual property, by reducing any earn out payments due by 50% until such costs have been recouped in full (the “Earn Out Payments”). As of June 30, 2015, based on a thorough analysis of the available data from the PreSERVE-AMI Phase 2 clinical study for CLBS10, an updated commercial assessment, and consultation with the Company’s scientific advisory board and the Science and Technology Committee of the Board of Directors, the Company determined that it will not pursue further development of CLBS10. As a result, the Amorcyte Acquisition contingent consideration fair value decreased from $5.5 million as of December 31, 2014 to $0 as of June 30, 2015, since the contingent consideration is based solely on future revenues of CLBS10. The change in estimated fair value has been recorded in other expense (income), net in our consolidated statement of operations.

•

In May 2014, in connection with the CSC Acquisition, contingent consideration obligations were recognized relating to milestone payments of up to $90 million, based on the achievement of certain milestones associated with the future development of the acquired programs, including CLBS20, a Phase 3 clinical study as a monotherapy for treatment of recurrent Stage III or Stage IV metastatic melanoma. As of December 31, 2015, the Company determined that the treatment paradigm in metastatic melanoma was transformed during the course of 2015 by the accelerating adoption of multiple immune checkpoint inhibitors used as monotherapy and in combination treatments.  These new drugs have significantly improved outcomes in metastatic melanoma and therefore have altered the opportunity for a monotherapy such as CLBS20 in a landscape that is quickly converting to combination therapies, and as a result, the Company discontinued the ongoing CLBS20 Phase 3 clinical study.  As a result, the CSC Acquisition contingent consideration fair value decreased from $12.8 million as of December 31, 2014 to $0 as of December 31, 2015. The change in estimated fair value has been recorded in other expenses in our consolidated statement of operations.

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•

CD34 Technology: The Company determined as of June 30, 2015, based on a thorough analysis of the available data from the PreSERVE-AMI Phase 2 clinical study, an updated commercial assessment, and consultation with the Company’s scientific advisory board and the Science and Technology Committee of the Board of Directors, that it will not pursue further development of CLBS10 for the acute myocardial infarction indication upon completion of the ongoing PreSERVE-AMI Phase 2 clinical study. However, it intends to explore other potential and more commercially viable indications of chronic heart failure and/or critical limb ischemia for its CD34 cell technology platform. These other indications are early stage opportunities, and would require external funding and/or partnerships to proceed to the next step in clinical development. As a result, and given the early stage and funding constraints of these other potential opportunities, the Company determined that IPR&D valued at $9.4 million was fully impaired as of June 30, 2015.

•

Tumor Cell/Dendritic Cell Technology: In May 2014, in connection with the CSC Acquisition, the Company acquired CLBS20, a Phase 3 clinical study as a monotherapy for treatment of recurrent Stage III or Stage IV metastatic melanoma.The Company determined as of December 31, 2015, that the treatment paradigm in metastatic melanoma was transformed during the course of 2015 by the accelerating adoption of multiple immune checkpoint inhibitors used as monotherapy and in combination treatments.  These new drugs have significantly improved outcomes in metastatic melanoma and therefore have altered the opportunity for a monotherapy such as CLBS20 in a landscape that is quickly converting to combination therapies, and as a result, the Company discontinued the ongoing CLBS20 Phase 3 clinical study. As a result, given the changing competitive landscape and funding constraints of advancing this program, and a thorough evaluation of these factors by the Company's management in the fourth quarter of 2015, the Company determined that IPR&D valued at $34.3 million was fully impaired as of December 31, 2015.

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•	Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

•	Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and the board of directors of the Company; and

•	Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

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2.1	Agreement and Plan of Merger dated as of May 8, 2014, by and among the Company, California Stem Cell, Inc., NBS Acquisition Sub I, Inc. and NBS Acquisition Sub II, LLC (filed as Exhibit 2.1 to the Company's Current Report on Form 8-K dated April 14, 2014).

2.2	Equity Purchase Agreement, dated as of June 18, 2012, by and among the Company, China Biopharmaceuticals Holdings, Inc., Fullbright Finance Limited, Suzhou Erye Economy & Trading Co., Ltd., and Suzhou Erye Pharmaceutical Co., Ltd. (filed as Exhibit 2.1 to the Company's Current Report on Form 8-K dated June 18, 2012).

2.3	Amendment to Equity Purchase Agreement, dated as of August 14, 2012, by and among the Company, China Biopharmaceuticals Holdings, Inc., Highacheive Holdings Limited, Fullbright Finance Limited, Suzhou Erye Economy & Trading Co., Ltd. and Suzhou Erye Pharmaceutical Co., Ltd. (filed as Exhibit 2.1 to the Company's Current Report on Form 8-K dated August 23, 2012).

2.4	Agreement and Plan of Merger, dated as of July 13, 2011, by and among the Company, Amo Acquisition Company I, Inc., Amo Acquisition Company II, LLC and Amorcyte, Inc. (filed as Exhibit 2.1 to the Company's Current Report on Form 8-K dated July 11, 2011).

2.5	Agreement and Plan of Merger, dated as of September 23, 2010, by and among the Company, NBS Acquisition Company LLC, and PCT (filed as Exhibit 2.1 to the Company's Current Report on Form 8-K dated September 23, 2010).

3.1	Amended and Restated Certificate of Incorporation of the Company, filed with the Secretary of State of the State of Delaware on October 3, 2013 (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K dated October 3, 2013).

3.2	Amended and Restated By-Laws dated January 5, 2015 (filed as Exhibit 3.1 to the Company's Current Report on Form 8-K on January 5, 2015).

3.3	Amendment to the By-Laws of the Company - Forum Selection Clause (filed as Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the SEC on June 5, 2015).

3.4	Certificate of Amendment to Certificate of Incorporation of the Company dated May 29, 2015 (effective June 8, 2015) (filed as Exhibit 3.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2015, filed with the SEC on August 6, 2015).

4.1	Form of Redeemable Service Provider Warrant (filed as Exhibit 4.19 to the Company's Registration Statement on Form S-3/A, File No. 333.173853, filed with the SEC on September 16, 2011).

4.2	Form of 2011 Redeemable Service Provider Warrant (filed as Exhibit 4.20 to the Company's Registration Statement on Form S-3/A, File No. 333-173853, filed with the SEC on September 16, 2011).

4.3	Form of Redeemable Service Provider Warrant with cashless exercise rights (filed as Exhibit 4.21 to the Company's Registration Statement on Form S-3/A, File No. 333-173853, filed with the SEC on September 16, 2011).

4.4	Form of 2010/2011 Redeemable Service Provider Warrant with cashless exercise rights (filed as Exhibit 4.22 to the Company's Registration Statement on Form S-3/A, File No. 333-173853, filed with the SEC on September 16, 2011).

4.5	Letter Agreement dated December 18, 2008 between the Company and RimAsia Capital Partners, L.P. (filed as Exhibit 4.1 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2008 as filed with the SEC on March 31, 2009).

4.6	Specimen Certificate for Common Stock (filed as Exhibit 4.1 to the Company's Registration Statement on Form S-3, File No. 333-145988, filed with the SEC on September 11, 2007).

4.7	Form of Placement Agent Warrant from June 2010 (filed as Exhibit 4.2 to the Company's Current Report on Form 8-K dated June 25, 2010 and filed with the SEC on June 28, 2010).

4.8	Amended and Restated Warrant, dated March 15, 2010, issued to RimAsia Capital Partners, L.P. (filed as Exhibit 4.1 to the Company's Current Report on Form 8-K dated March 15, 2010 and filed with the SEC on March 18, 2010).

4.9	Form of Warrant from the November 2010 Common Stock Offering (filed as Exhibit 4.1 to the Company's Current Report on Form 8-K dated and filed with the SEC on November 16, 2010).

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4.10	Warrant Agreement, dated as of January 19, 2011, between the Company, and Continental Stock Transfer & Trust Company, with the forms of $3.00 Warrant and $5.00 Warrant attached thereto (filed as Exhibit 4.1 to the Company's Current Report on Form 8-K dated January 18, 2011 and filed with the SEC on January 24, 2011).

4.11	Warrant Agreement, dated as of July 22, 2011, between the Company and Continental Stock Transfer & Trust Company, with the form of Series NA Warrant attached thereto (filed as Exhibit 4.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2011 as filed with the SEC on November 10, 2011).

4.12	Registration Rights Agreement, dated as of March 10, 2014, by and between the Company and Aspire Capital Fund, LLC. (Filed as Exhibit 4.18 to the Company's Annual Report on Form 10-K filed with the SEC on March 13, 2014).

4.13	Warrant Agreement, dated as of October 17, 2011, between the Company and Continental Stock Transfer & Trust Company, with the form of Global Series AMO Warrant attached thereto (filed as Exhibit 4.1 to the Company's Current Report on Form 8-K dated October 14, 2011).

4.14	Form of Common Stock Purchase Warrant from the March 2012 Underwritten Offering (filed as Exhibit 4.1 to the Company's Current Report on Form 8-K dated March 29, 2012).

4.15	Form of Common Stock Purchase Warrant for the May-July 2012 private placement (filed as Exhibit 10.5 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2012 as filed with the SEC on August 14, 2012).

4.16	Form of New Warrant from July 2012 (filed as Exhibit 10.6 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2012 as filed with the SEC on August 14, 2012).

4.17	Form of Warrant from August 2012 private placement (filed as Exhibit 4.6 to the Company's Registration Statement on Form S-3, File No. 333-183542, filed with the SEC on August 24, 2012).

4.18	Form of 2011/2012 Service Provider Warrant (filed as Exhibit 4.10 to the Company's Registration Statement on Form S-3, File No. 333-183542, filed with the SEC on August 24, 2012).

4.19	Warrant issued to Aspire Capital Fund, LLC in August 2012 (filed as Exhibit 4.9 to the Company's Registration Statement on Form S-3, File No. 333-183542, filed with the SEC on August 24, 2012).

4.20	Form of Warrant for November 2012 Unit private placement (filed as Exhibit 4.4 to the Company's Registration Statement on Form S-3, File No. 333-185346, filed with the SEC on December 7, 2012).

4.21	Registration Rights Agreement, dated as of May 4, 2015, by and between the Company and Aspire Capital Fund, LLC (filed as Exhibit 4.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, as filed with the SEC on May 6, 2015).

4.22	Form of Trust Indenture (filed as Exhibit 4.5 to the Company's Registration Statement on Form S-3, filed no. 333-206175, filed with the SEC on August 6, 2015).

4.23	Form of Trust Indenture (filed as Exhibit 4.5 to the Company's Registration Statement on Form S-3, filed no. 333-206175, filed with the SEC on August 6, 2015).

10.1	Consulting Agreement, dated as of May 11, 2010 between the Company and RimAsia Capital, Partners, LP (filed as Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2010 as filed with the SEC on August 6, 2010).

10.2	Common Stock Purchase Agreement, dated as of March 11, 2014, by and between the Company and Aspire Capital Fund, LLC. Filed as Exhibit 10.10 to the Company's Annual Report on Form 10-K filed on March 13, 2014).

10.3	Escrow Agreement, dated as of October 17, 2011, among the Company, Amorcyte, Inc., Paul J. Schmitt, as Amorcyte Representative, and Continental Stock Transfer & Trust Company, as Escrow Agent (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K dated October 14, 2011).

10.4	Lease dated September 1, 2005 between Vanni Business Park, LLC and PCT, as amended by First Amendment of Lease effective as of July 1, 2006 (filed as Exhibit 10.48 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2010 as filed with the SEC on April 6, 2011).

10.5	Second Amendment of Lease, executed July 11, 2011 and effective July 1, 2011, by and between Vanni Business Park, LLC and Progenitor Cell Therapy, LLC (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K dated July 11, 2011).

10.6	Guaranty of Lease, executed July 11, 2011 and effective as of July 1, 2011, by the Company for the benefit of Vanni Business Park, LLC (filed as Exhibit 10.2 to the Company's Current Report on Form 8-K dated July 11, 2011).

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10.7

First Amendment to Office Lease dated December 10, 2010, by and between WW VKO Owner, LLC and California Stem Cell, Inc; Second Amendment to Office Lease dated February 1, 2012, by and between CGGL 18301 LLC, and California Stem Cell, Inc. Third Amendment to Office Lease dated February 28, 2014, by and between CGGL 18301 LLC, and California Stem Cell, Inc.; and Fourth Amendment to Office Lease Agreement, executed December 19, 2014, effective April 1, 2015, by and between NeoStem, Inc. and CGGL 18301 LLC. (filed as Exhibit 10.9 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2014 as filed with the SEC on March 2, 2015).

10.8	Stock Purchase and Assignment Agreement dated March 28, 2011, by and among PCT, Athelos Corporation and Becton Dickinson and Company (filed as Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2011 as filed with the SEC on May 17, 2011).

10.9	Stockholders' Agreement dated March 28, 2011, by and among PCT, Athelos Corporation and Becton Dickinson and Company (filed as Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2011 as filed with the SEC on May 17, 2011).

10.10	The Company 2003 Equity Participation Plan, as amended (filed as Exhibit 10.2 to the Company's Registration Statement on Form S-1/A, File No. 333-137045, filed with the SEC on November 3, 2006). +

10.11	Form of Stock Option Agreement (filed as Exhibit 10.2 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2003 as filed with the SEC on March 30, 2004). +

10.12	Form of Option Agreement dated July 20, 2005 (filed as Exhibit 10.5 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2005 as filed with the SEC on August 15, 2005). +

10.13	Amended and Restated Company 2009 Equity Compensation Plan, as amended (filed as Annex A to the Company's Definitive Proxy Statement on Schedule 14A filed on August 29, 2014). +

10.14	Form of Stock Option Grant Agreement under the Company 2009 Equity Compensation Plan (filed as Exhibit 10.5 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2010 as filed with the SEC on August 16, 2010). +

10.15	Description of the Company's Board of Directors Compensation Plan (incorporated by reference to the first paragraph of Item 5.02 contained within the Company's Current Report on Form 8-K dated January 4, 2012, and the last paragraph appearing under Item 11 of this Annual Report on Form 10-K for the fiscal year ended December 31, 2012). +

10.16	The Company's 2012 Employee Stock Purchase Plan (filed as Appendix A to the Company's Definitive Proxy Statement on Schedule 14A for the 2012 Annual Meeting of Stockholders as filed with the SEC on September 7, 2012).+

10.17	Loan and Security Agreement, dated September 26, 2014, by and between the Company and Oxford Finance LLC. (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K dated September 26, 2014).

10.18	Employment Agreement between the Company and Dr. Robin L. Smith, dated May 26, 2006 (filed as Exhibit 10.4 to the Company's Current Report on Form 8-K dated June 2, 2006). +

10.19	January 26, 2007 Amendment to Employment Agreement of Dr. Robin L. Smith (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K dated January 26, 2007). +

10.20	September 27, 2007 Amendment to Employment Agreement of Dr. Robin L. Smith (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K dated September 27, 2007). +

10.21	Letter agreement dated January 9, 2008 with Dr. Robin L. Smith (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K dated January 9, 2008). +

10.22	Amendment dated July 29, 2009 to Employment Agreement dated May 26, 2006 between the Company and Dr. Robin L. Smith (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K dated July 29, 2009). +

10.23	Amendment dated April 4, 2011 to Employment Agreement dated May 26, 2006 between the Company and Dr. Robin L. Smith (filed as Exhibit 10.66 to the Company's Annual Report on From 10-K for the fiscal year ended December 31, 2010 as filed with the SEC on April 6, 2011). +

10.24	Amendment dated November 13, 2012 to Employment Agreement dated May 26, 2006 between the Company and Dr. Robin L. Smith (filed as Exhibit 10.43 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2012 as filed with the SEC on March 8, 2013). +

10.25	Letter Agreement dated March 11, 2014 to Employment Agreement dated May 26, 2006 between the Company and Dr. Robin L. Smith (filed as Exhibit 10.49 to the Company's Annual Report on Form 10-K filed with the SEC on March 13, 2014). +

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10.26	Amendment dated as of January 1, 2015, to Employment Agreement by and between the Company and Dr. Robin L. Smith, dated May 26, 2006 (filed as Exhibit 10.1 on the Company's Current Report on Form 8-K filed with the SEC on January 5, 2015). +

10.27	Amendment, dated as of January 16, 2015, to Amendment dated as of January 1, 2015 to Employment Agreement by and between the Company and Dr. Robin L. Smith (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on January 16, 2015). +

10.28	Consulting Agreement, dated as of December 18, 2015 by and between the Company and Dr. Robin L. Smith (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on December 23, 2015).

10.29	January 26, 2007 Employment Agreement with Catherine M. Vaczy, Esq. (filed as Exhibit 10.4 to the Company's Current Report on Form 8-K dated January 26, 2007). +

10.30	Letter agreement dated January 9, 2008 with Catherine M. Vaczy, Esq. (filed as Exhibit 10.2 to the Company's Current Report on Form 8-K dated January 9, 2008). +

10.31	Letter Agreement dated July 8, 2009 between the Company and Catherine M. Vaczy, Esq. (filed as Exhibit 10.2 to the Company's Current Report on Form 8-K dated July 6, 2009). +

10.32	Letter Agreement dated July 7, 2010 between the Company and Catherine M. Vaczy, Esq. (filed as Exhibit 10(a) to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2010 as filed with the SEC on November 12, 2010). +

10.33	Letter Agreement dated January 6, 2012 between the Company and Catherine M. Vaczy, Esq. (filed as Exhibit 10.92 to the Company's Annual Report on Form 10-K for the year ended December 31, 2011 as filed with the SEC on March 20, 2012). +

10.34	Letter Agreement dated November 13, 2012 between the Company and Catherine M. Vaczy, Esq. (filed as Exhibit 10.57 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2012 as filed with the SEC on March 8, 2013). +

10.35	Letter Agreement, dated July 12, 2013, between the Company and Catherine M. Vaczy, Esq. (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated July 12, 2013). +

10.36	Letter Agreement, dated March 11, 2014, between the Company and Catherine M. Vaczy, Esq. (filed as Exhibit 10.57 to the Company's Annual Report on Form 10-K filed with the SEC on March 13, 2014).+

10.37	Letter Agreement, dated August 4, 2014, between the Company and Catherine M. Vaczy, Esq. (filed as Exhibit 10.5 to the Company's Quarterly Report on Form 10-Q with the SEC on August 7, 2014).

10.38	Letter Agreement, dated October 27, 2014, between the Company and Catherine M. Vaczy, Esq. (filed as Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q filed with the SEC on October 30, 2014).+

10.40	Letter Agreement, dated February 5, 2015, between the Company and Catherine M. Vaczy, Esq. (filed as Exhibit 10.40 to the Company's Annual Report on Form 10-K/A filed with the SEC on April 30, 2015).+

10.41	Employment Agreement, dated as of September 23, 2010 and effective on January 19, 2011, by and between PCT, the Company, and Andrew L. Pecora, M.D., F.A.C.P. (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K dated January 18, 2011 and filed with the SEC on January 24, 2011). +

10.42	Amendment dated August 17, 2011 to Employment Agreement dated September 23, 2010 and effective January 19, 2011 between PCT, the Company, and Andrew L. Pecora, M.D., F.A.C.P. (filed as Exhibit 10.95 to the Company's Registration Statement on Form S-4, File No. 333-176673, filed with the SEC on September 2, 2011). +

10.43	Letter Agreement dated April 11, 2012 between the Company and Andrew Pecora, M.D., F.A.C.P. (filed as Exhibit 10.107 to the Company's Annual Report on Form 10-K/A for the year ended December 31, 2011 as filed with the SEC on April 27, 2012). +

10.44	Amendment dated July 31, 2013 and effective August 5, 2013, by and among Andrew L. Pecora, M.D., FACP, the Company, PCT, and Amorcyte, LLC (filed as Exhibit 10.2 to the Company's Current Report on Form 8-K dated August 5, 2013). +

10.45	Employment Agreement, dated as of September 23, 2010 and effective on January 19, 2011, by and between PCT, the Company, and Robert A. Preti, PhD (filed as Exhibit 10.2 to the Company's Current Report on Form 8-K dated January 18, 2011 and filed with the SEC on January 24, 2011). +

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10.46	First Amendment to Employment Agreement, dated as of October 27, 2014, to Employment Agreement dated as of September 23, 2010 and effective on January 9, 2011, by and between PCT, the Company, and Robert A. Preti, PhD. (filed as Exhibit 10.6 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2014 as filed with the SEC on October 30, 2014). +

10.47	Employment Agreement dated and effective as of December 22, 2015, to First Amendment to Employment dated as of October 27, 2014 to Employment Agreement dated as of September 23, 2010 and effective January 19, 2011, by and between the Company and Robert A. Preti, PhD (filed as Exhibit 10.2 to the Company's Current Report on Form 8-K dated December 23, 2015).+

10.48	Form of Indemnification Agreement for executive officers (filed as Exhibit 10.44 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2014 as filed with the SEC on March 2, 2015).

10.49	Letter Agreement dated June 28, 2011 between the Company and Joseph Talamo (filed as Exhibit 10.10 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2011 as filed with the SEC on August 12, 2011).+

10.51	Employment Agreement, dated as of July 15, 2013, by and between the Company and Stephen W. Potter (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated July 15, 2013).+

10.52	Employment Agreement, dated as of July 23, 2013 and effective August 5, 2013, by and between the Company and Douglas W. Losordo, M.D. (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated August 5, 2013).+

10.53	Employment Agreement, dated as of August 16, 2013 and effective August 19, 2013, by and between the Company and Robert Dickey IV (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated August 19, 2013).+

10.54	Offer Letter dated August 14, 2013 and effective August 19, 2013, by and between the Company and Larry May (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K dated August 19, 2013).+

10.55	Employment Agreement, dated as of January 5, 2015 and effective on January 5, 2015, by and between the Company and David J. Mazzo, Ph.D. (filed as Exhibit 10.2 to the Company's Current Report on Form 8-K filed on January 5, 2015).+

10.56	Amendment, dated as of January 16, 2015, to Employment Agreement, dated as of January 5, 2015 and effective on January 5, 2015, by and between the Company and David J. Mazzo, Ph.D. (filed as Exhibit 10.2 to the Company's Current Report on Form 8-K filed on January 16, 2015).+

10.57	Employment Agreement, dated as of January 5, 2015 and effective on January 5, 2015, by and between the Company. and Robert S. Vaters (filed as Exhibit 10.3 to the Company's Current Report on Form 8-K filed on January 5, 2015).+

10.58	Amendment, dated as of January16, 2015, to Employment Agreement, dated as of January 5, 2015 and effective on January 5, 2015, by and between the Company and Robert S. Vaters (filed as Exhibit 10.3 to the Company's Current Report on Form 8-K filed on January 16, 2015).+

10.60	Common Stock Purchase Agreement, dated as of May 4, 2015, by and between the Company and Aspire Capital Fund, LLC (filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, as filed with the SEC on May 6, 2015).

10.61	First Amendment to Loan and Security Agreement, dated June 17, 2015, by and between the Company and Oxford Finance LLC (filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2015, filed with the SEC on August 6, 2015).

10.62	The Company 2015 Equity Compensation Plan (filed as Annex A to the Company’s Definitive Proxy Statement filed on Schedule 14A, filed with the SEC on June 8, 2015).

10.63	Second Amendment to Loan and Security Agreement, dated September 15, 2015, by and between the Company and Oxford Finance LLC (filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015, filed with the SEC on November 5, 2015).

10.64	Common Stock Purchase Agreement, dated as of November 4, 2015, by and between the Company and Aspire Capital Fund, LLC (filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015, filed with the SEC on November 5, 2015).

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10.65	Consulting Agreement, dated December 18, 2015, between the Company and Dr. Robin L. Smith (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 23, 2015). +

10.66	Employment Agreement, dated and effective as of December 22, 2015, among PCT, the Company, and Robert Preti, PhD (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on December 23, 2015). +

14.1	Code of Ethics for Senior Financial Officers (filed as Exhibit 14.1 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2010 as filed with the SEC on April 6, 2011).

21.1†	Subsidiaries of Caladrius Biosciences, Inc.

23.1†	Consent of Grant Thornton LLP

31.1†	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2†	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1†	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2†	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS	†    XBRL Instance Document

101.SCH†	XBRL Taxonomy Extension Schema

101.CAL†	XBRL Taxonomy Extension Calculation Linkbase

101.DEF†	XBRL Taxonomy Extension Definition Linkbase

101.LAB†	XBRL Taxonomy Extension Label Linkbase

101.PRE	†    XBRL Taxonomy Extension Presentation Linkbase

+	Management contract or compensatory plan, contract or arrangement required to be filed as an exhibit to this Form 10-K pursuant to Item 15(b) of Form 10-K.

(1)	Certain portions of this exhibit were omitted based upon a request for confidential treatment, and the omitted portions were filed separately with the SEC on a confidential basis.

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1.	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 as amended; and

2.	The information contained in the Report fairly presents, in all material respects, the financial condition and the results of operations of the Company.

1.	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 as amended ; and

2.	The information contained in the Report fairly presents, in all material respects, the financial condition and the results of operations of the Company.