UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~March~~April 1217, 2019

OSIRIS THERAPEUTICS, INC.

(Exact name of Registrant as specified in its charter)

Maryland		001-32966		71-0881115
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

7015 Albert Einstein Drive, Columbia, Maryland		21046
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (443) 545-1800

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 12.01. ~~Entry~~Completion ~~into~~of aAcquisition ~~Material~~or ~~Definitive~~Disposition ~~Agreement~~of Assets.

OnAs ~~March~~previously disclosed in the Current Report on Form ~~12,~~8-K ~~2019,~~filed by Osiris Therapeutics, Inc., a Maryland corporation (the “Company”), orwith the Securities and Exchange Commission (the “~~Osiris~~SEC”) on March 12, 2019, the Company entered into an Agreement and Plan of Merger (the “~~Merger~~ Agreement”), dated as of March 12, 2019, with Smith & Nephew Consolidated, Inc., a Delaware corporation (“Parent”), Papyrus Acquisition Corp., a Maryland corporation and a direct subsidiary of Parent (“Sub”) and, solely for the purposes of Section 7.02 and Article XI thereof, Smith & Nephew plc, an English public limited ~~liability~~ company (“Parent Holdco”). Pursuant to the Agreement, ~~Smith~~on March &20, ~~Nephew~~2019, ~~Consolidated~~Sub commenced a cash tender offer for all of the Company’s outstanding shares of common stock, ~~Inc~~ par value $0.001 per share (“Shares”), at a ~~Delaware~~purchase ~~corporation~~price of $19.00 per Share (the “~~Parent~~Offer Price”), in cash, without interest, subject to any required withholding of taxes, upon the terms and ~~Papyrus~~subject ~~Acquisition~~to ~~Corp.~~the conditions set forth in the Offer to Purchase dated March 20, a2019 ~~Maryland~~(as ~~corporation~~amended or supplemented from time to time, the “Offer to Purchase”) and ain ~~direct~~the ~~subsidiary~~related Form of ~~Parent~~Letter of Transmittal (the “~~Sub~~Letter of Transmittal” and, together with the Offer to Purchase, the “Offer”), filed as Exhibit (a)(1)(A) and Exhibit (a)(1)(B), respectively, to the Schedule TO originally filed with the SEC by Parent Holdco, Parent and Sub on March 20, 2019.

~~Pursuant~~The toOffer ~~the~~and ~~Merger~~withdrawal ~~Agreement~~rights expired at 12:01 a.m., ~~and~~New ~~upon~~York ~~the~~City ~~terms~~time, ~~and~~on ~~subject~~April 17, to2019 (the ~~conditions~~“Expiration ~~described~~Time”). Equiniti ~~therein~~Trust Company, ~~Parent~~in ~~will~~its ~~cause~~capacity ~~Sub~~as todepositary ~~commence~~and apaying ~~cash~~agent ~~tender~~for ~~offer~~the Offer (the “~~Offer~~Depositary and Paying Agent”), nohas ~~earlier~~advised ~~than~~Parent ~~five~~and Sub that, as of the Expiration Time, a total of 21,079,693 Shares (5)not including ~~and~~416,982 noShares ~~later~~tendered ~~than~~by ~~fifteen~~notice ~~(15~~of guaranteed delivery) ~~business~~were ~~days~~validly ~~following~~tendered ~~the~~and ~~date~~not ofwithdrawn ~~the~~pursuant ~~Merger~~to ~~Agreement~~the Offer, ~~for~~representing ~~all~~approximately 61% of the ~~Company’s~~ outstanding ~~shares~~Shares. All ofconditions ~~common~~to ~~stock,~~the ~~par~~Offer ~~value~~having ~~$0.001~~been ~~per~~satisfied, ~~share~~on ~~(the~~April 17, ~~“Shares”)~~2019, atSub aaccepted ~~purchase~~for ~~price~~payment (such time of ~~$19.00~~acceptance ~~per~~for ~~Share~~payment, (the “~~Offer~~Acceptance ~~Price~~Time”), inall ~~cash,~~Shares ~~without~~validly ~~interest,~~tendered ~~subject~~and not withdrawn prior to ~~any~~the ~~required~~Expiration ~~withholding~~Time, and payment of ~~taxes. The~~the Offer ~~will~~Price ~~remain open~~ for asuch ~~minimum~~Shares ofwill 20be ~~business~~made ~~days~~by ~~from~~ the ~~date~~Depositary ofand ~~commencement~~Paying Agent.

~~The~~On ~~obligation~~April 17, of2019 ~~Sub to purchase Shares tendered in~~ (the ~~Offer~~“Closing isDate”), ~~subject~~pursuant to ~~customary~~the ~~closing~~terms ~~conditions, including (i) Shares having been validly tendered and not validly withdrawn that represent at least a majority~~ of the ~~total number of Shares then-outstanding on a fully diluted basis~~Agreement, ~~(ii) the~~Sub ~~expiration~~merged orwith ~~termination~~and ofinto the ~~waiting~~Company, ~~period~~with ~~under~~ the ~~Hart-Scott-Rodino~~Company ~~Antitrust~~surviving ~~Improvements Act of 1976,~~ as ~~amended,~~a ~~(iii) the~~direct ~~absence~~subsidiary of ~~injunctions~~Parent ~~or other legal restraints preventing~~ (the ~~consummation of the Offer or the~~ “Merger~~, as defined below, and (iv~~”) ~~certain~~. The ~~other~~Merger ~~conditions~~was ~~set~~effected ~~forth~~without ina ~~the~~vote ~~Merger Agreement. The consummation~~ of the ~~Offer~~Company isstockholders ~~not~~in ~~subject~~accordance towith ~~any~~Section 3-106.1 ~~financing condition, and Parent Holdco has guaranteed the performance~~ of the ~~obligations~~Maryland ofGeneral ~~Parent~~Corporation ~~and~~Law ~~Sub under~~ (the ~~Merger Agreement~~“MGCL”).

~~Following~~At the ~~completion~~effective time of the ~~Offer,~~Merger ~~subject to~~ (the ~~satisfaction~~“Effective ~~or waiver of certain customary conditions set forth in the Merger Agreement~~Time”), ~~Sub~~each ~~will~~issued ~~merge with~~ and ~~into~~outstanding ~~the~~Share ~~Company,~~(other ~~with~~than ~~the~~Shares ~~Company~~owned ~~surviving~~by asSub anor ~~indirect~~any subsidiary of ~~Parent (~~the ~~“Merger”~~Company), ~~pursuant~~was tocanceled ~~the~~and ~~procedure~~converted ~~provided~~into ~~for~~the ~~under~~right ~~Section 3-106.1~~to ofreceive the ~~Maryland~~Offer ~~General~~Price, ~~Corporation~~in ~~Law (the “MGCL”)~~cash, without ~~any~~interest, ~~stockholder~~subject ~~approvals. The~~to ~~Merger~~any ~~will~~required bewithholding ~~effected as promptly as possible following the initial acceptance for payment by Sub~~ of ~~Shares~~taxes ~~validly tendered and not validly withdrawn in the Offer~~ (the “~~Acceptance Time~~Merger Consideration”).

AtEach ~~the~~stock ~~effective~~option ~~time~~outstanding ofimmediately ~~the~~prior ~~Merger~~to (the “Effective Time”), ~~each~~whether ~~issued~~or ~~and~~not ~~outstanding~~vested, ~~Share~~was ~~(other~~canceled ~~than~~at ~~Shares~~the ~~directly~~Effective ~~owned~~Time byand ~~Sub~~converted orinto bythe ~~any~~right ~~subsidiary~~to ofreceive (i) the ~~Company)~~excess, ~~will~~if beany, ~~converted~~of ~~into~~(A) the Offer Price over (B) the ~~right~~exercise price per Share subject to ~~receive~~such ~~the~~stock ~~Offer~~option ~~Price,~~multiplied inby ~~cash,~~(ii) the ~~without~~number ~~interest,~~of Shares subject to ~~any~~the ~~required~~stock ~~withholding~~option ofimmediately ~~taxes~~prior to the Effective Time.

~~Each~~The ~~unexercised~~aggregate ~~stock~~consideration ~~option~~paid ~~outstanding~~in ~~immediately~~the ~~prior~~Offer toand the ~~Effective~~Merger ~~Time,~~was ~~whether~~approximately or$660 ~~not vested~~million, ~~will~~excluding berelated ~~canceled~~transaction atfees ~~the Effective Time~~ and ~~the~~expenses. Parent ~~holder~~provided ofSub ~~each~~with ~~stock option of~~ the ~~Company~~necessary ~~will~~funds ~~be entitled~~ to ~~receive~~fund ~~(i)~~ the ~~excess, if any, of the~~ Offer ~~Price~~and ~~over~~ the ~~exercise~~Merger ~~price~~through ~~per~~a ~~Share~~combination of ~~the~~its ~~stock~~cash ~~option,~~on ~~multiplied~~hand byand ~~(ii) the~~borrowing ~~number~~under ofParent ~~Shares~~Holdco’s ~~subject~~revolving tocredit ~~the stock option immediately prior to the Effective Time~~facility.

The ~~Merger~~foregoing ~~Agreement~~summary ~~includes~~description ~~representations~~of ~~and~~the ~~warranties~~Agreement and ~~covenants~~related oftransactions ~~the~~does ~~parties~~not ~~customary~~purport ~~for~~to abe ~~transaction~~complete ofand ~~this~~is ~~nature. Until~~qualified ~~the~~in ~~earlier~~its ofentirety ~~the~~by ~~termination~~reference ofto the ~~Merger~~terms ~~Agreement~~of ~~and~~ the ~~Effective Time~~Agreement, ~~the~~a ~~Company~~copy ~~has~~of ~~agreed~~which towas ~~operate~~filed ~~its~~as ~~business~~Exhibit 2.1 into the ~~ordinary~~Current ~~course~~Report ~~and~~on ~~has~~Form 8-K ~~agreed~~filed toby ~~certain~~the ~~other~~Company ~~operating~~with ~~covenants,~~the asSEC ~~set~~on ~~forth~~March 12, ~~more~~2019 ~~fully~~and inis ~~the~~incorporated ~~Merger~~herein ~~Agreement~~by reference.

~~The~~Item ~~Merger~~3.01. ~~Agreement~~Notice ~~also~~of ~~contains~~Delisting ~~a “no shop” provision that, in general, restricts the Company’s ability to solicit third-party acquisition proposals~~ or ~~provide~~Failure ~~any non-public information~~ to, orSatisfy ~~engage~~a inContinued ~~discussions~~Listing orRule ~~negotiations with,~~ or ~~recommend~~Standard; orTransfer otherwise cooperate with respect to proposals from, third parties that have made or that would reasonably be expected to make an acquisition proposal. The no shop provision is subject to a “fiduciary out” provision that allows the Company, under certain circumstances and in compliance with certain obligations, to provide information and participate in discussions and negotiations with respect to any unsolicited third-party acquisition proposal that is reasonably likely to result in a Superior Proposal (as defined in the Merger Agreement) and, subject to compliance with certain obligations, to terminate the Merger Agreement and accept a Superior Proposal upon payment to Parent of ~~the Termination Amount discussed below~~Listing.

On the Closing Date, in connection with the consummation of the Merger described in Item 2.01 of this Current Report on Form 8-K, which description is incorporated by reference into this Item 3.01, the Company notified The NASDAQ Stock Market LLC (“NASDAQ”) that the Merger had been consummated and requested that (i) the trading of Shares on NASDAQ be suspended prior to market open on the Closing Date and (ii) the listing of Shares

The Merger Agreement includes customary termination provisions for both the Company and Parent and provides that, in connection with the termination of the Merger Agreement under specified circumstances, including termination by the Company to accept a Superior Proposal, the Company will be required to pay a fee equal to $18,682,450 (the “Termination Fee”).2

~~The~~on ~~foregoing~~NASDAQ ~~description of the Merger Agreement does not purport to~~ be ~~complete,~~withdrawn. In ~~and is qualified in its entirety by reference to the full text of the Merger Agreement~~addition, ~~which is attached hereto as Exhibit 2.1 and is incorporated herein by reference. A copy of~~ the ~~Merger~~Company ~~Agreement~~requested ~~has~~that ~~been~~NASDAQ ~~included~~file ~~to provide stockholders~~ with ~~information~~the ~~regarding~~SEC ~~its~~a ~~terms~~notification ~~and~~on isForm 25 ~~not intended~~ to ~~provide~~report ~~any factual information about~~ the ~~parties~~delisting ~~thereto. The representations, warranties and covenants contained in the Merger Agreement have been made solely for the purposes~~ of ~~the~~Shares ~~Merger~~from ~~Agreement~~NASDAQ and asto ofderegister ~~specific~~Shares ~~dates;~~under ~~were solely for the benefit~~ Section 12(b) of ~~parties to~~ the ~~Merger~~Securities ~~Agreement;~~Exchange ~~and~~Act ~~are not intended as statements~~ of ~~fact to be relied upon by the Company’s stockholders~~1934, ~~but rather~~ as aamended ~~way of allocating~~ (the ~~risk~~“Exchange ~~between~~Act”). The ~~the~~Company ~~parties~~intends to ~~the~~file ~~Merger Agreement in the event the statements therein prove to be inaccurate; have been modified or qualified by certain confidential disclosures that were made between the parties in connection~~ with the ~~negotiation~~SEC ~~of the Merger Agreement, which disclosures are not reflected in the Merger Agreement attached hereto; may no longer be true as of~~ a ~~given~~Form 15 ~~date;~~suspending ~~and may apply standards of materiality in a way that is different from what may be viewed as material by stockholders. Accordingly, stockholders should not rely on~~ the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company’s ~~public~~reporting ~~disclosures.~~obligations ~~The~~under ~~Company~~Sections ~~acknowledges~~13 ~~that,~~and ~~notwithstanding the inclusion~~ 15(d) of the ~~foregoing~~Exchange cautionary statements, it is responsible for considering whether additional specific disclosures of material information regarding material contractual provisions are required to make the statements in this Current Report on Form 8-K not misleadingAct.

Item 83.0103. ~~Other~~Material ~~Events~~Modification to Rights of Security Holders.

~~Concurrently~~The ~~with~~information ~~the~~set ~~execution~~forth ~~and~~under ~~delivery~~Items of the Merger Agreement, Peter Friedli, Chairman of the Board of Directors of the Company and co-founder of the Company, entered into a tender and support agreement with Parent and Sub (the “Tender and Support Agreement”) with respect to all Shares beneficially owned by him and any additional Shares which he acquires beneficial ownership of after the date of the Tender and Support Agreement2. ~~Pursuant to the terms of the Tender and Support Agreement~~01, Mr5. ~~Friedli~~01 ~~has irrevocably~~ and unconditionally agreed to tender his Shares in the Offer and to vote his shares in accordance with requirements set forth in the Tender and Support Agreement, subject to the terms and conditions contained therein5. As03 of ~~the~~this ~~date~~Current ofReport ~~the~~on ~~Tender and Support Agreement, Mr.~~Form ~~Friedli~~8-K ~~beneficially~~is ~~owned~~incorporated ~~10,204,404~~by ~~Shares~~reference ~~(approximately~~into ~~30%~~this ofItem ~~the Company’s total issued and outstanding Shares)~~3.03.

At the Effective Time, holders of the Shares (other than Shares owned by Sub or any subsidiary of the Company) and options immediately before the Effective Time ceased to have any rights as stockholders in the Company (other than their right to receive the consideration pursuant to the Merger Agreement.

Item 5.01. Changes in Control of Registrant.

The information set forth under Item 2.01 and Item 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

As a result of the completion of the Offer, a change of control of the Company occurred at the Acceptance Time. Upon the consummation of the Merger, the Company became an indirect wholly owned subsidiary of Parent Holdco.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Pursuant to the terms of the Agreement, and effective on April 17, 2019 as of the Effective Time, each of Peter Friedli, Thomas Knapp, Willi Miesch and Charles Reinhart ceased to be a director of the Company and a member of committees of the board of directors of the Company as of the Effective Time. These removals were in connection with the Merger and were not due to disagreement or dispute with the Company on any matter. Also on April 17, 2019 as of the Effective Time, Michael Zagger and Scott Schaffner became the directors of the Company. Information regarding the new directors has been previously disclosed in Schedule I of the Offer to Purchase, as filed with the Tender Offer Statement on Schedule TO, originally filed on March 20, 2019 by Parent Holdco, Parent and Sub.

Subsequently on April 17, 2019, Mr. Zagger was appointed as President of the Company and Mr. Schaffner was appointed as Secretary and Treasurer of the Company. Additionally, in connection with the Merger, subsequent to the effective time of the Merger on April 17, 2019, Samson Tom ceased to be President of the Company, and Joel Rogers (Chief Financial Officer and Treasurer), Jason Keefer (Chief Commercial Officer), Alla Danilkovitch (Chief Scientific Officer) and James Black II (Chief Legal Officer) ceased to be officers of the Company. For purposes of clarity, Mr. Tom will continue as Chief Executive Officer of the Company.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information set forth under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.

Immediately following the Effective Time, the Company’s articles of incorporation and bylaws were amended and restated in their entirety. The amended and restated articles of incorporation and bylaws are attached hereto as Exhibits 3.1 and 3.2, respectively, and incorporated herein by reference.

Item 8.01. Other Events

On April 17, 2019, the Company issued a press release announcing the closing of the Merger. A copy of the press release is attached as Exhibit 99.1 to this report and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
2.1		Agreement and Plan of Merger, dated as of March 12, 2019, by and among Smith & Nephew plc, Smith & Nephew Consolidated, Inc., Papyrus Acquisition Corp. and Osiris Therapeutics, Inc.* (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Registrant on March 12, 2019).

* Exhibits have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K. Osiris agrees to furnish supplementally a copy of any omitted exhibit to the SEC upon its request; provided, however, that Osiris may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any document so furnished.

IMPORTANT INFORMATION

3.1		Amended and Restated Articles of Incorporation of the Company.
3.2		Amended and Restated Bylaws of the Company.
99.1		Press Release of Osiris Therapeutics, Inc., dated April 17, 2019.

The tender offer for the shares of outstanding common stock of Osiris has not yet commenced. This communication is for informational purposes only and does not constitute an offer to buy or a solicitation of an offer to sell any securities of Osiris. The solicitation and offer to buy common stock of Osiris will only be made pursuant to an Offer to Purchase and related materials. At the time the tender offer is commenced, Smith & Nephew Consolidated, Inc. and Papyrus Acquisition Corp. will file a tender offer statement on Schedule TO with the United States Securities and Exchange Commission (the “SEC”) and thereafter Osiris will file a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the tender offer. INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE SCHEDULE TO AND THE SCHEDULE 14D-9, AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AS WELL AS ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, WHEN THEY BECOME AVAILABLE CAREFULLY AND IN THEIR ENTIRETY PRIOR TO MAKING ANY DECISIONS WITH RESPECT TO THE TENDER OFFER OR WHETHER TO TENDER THEIR SHARES PURSUANT TO THE TENDER OFFER, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION (INCLUDING THE TERMS AND CONDITIONS OF THE TENDER OFFER) AND THE PARTIES THERETO. Investors may obtain a free copy of the Solicitation/Recommendation Statement and other documents (when available) that Osiris files with the SEC at the SEC’s website at www.sec.gov, or free of charge from Osiris at www.osiris.com or by directing a request to Osiris at OsirisPR@Osiris.com.

Cautionary Statement Regarding Forward-Looking Statements

Certain statements contained in this Current Report on Form 8-K, including those that express a belief, expectation or intention, as well as those that are not statements of historical fact, contain forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, that involve substantial risks and uncertainties, including statements regarding the completion of the transaction with Smith & Nephew plc. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “believe,” “estimate,” “predict,” “potential” or “continue” or the negative of these terms or other similar expressions intended to identify statements about the future. These statements speak only as of the date of this communication and involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. Meaningful factors which could cause actual results to differ from these forward-looking statements include, without limitation: (i) uncertainties as to the timing of the tender offer and the subsequent merger; (ii) the risk that the tender offer or the subsequent merger may not be completed in a timely manner or at all; (iii) uncertainties as to the percentage of Osiris’ stockholders tendering their shares in the tender offer; (iv) the possibility that competing offers or acquisition proposals for Osiris will be made; (v) the possibility that any or all of the various conditions to the consummation of the tender offer or the subsequent merger may not be satisfied or waived, including the failure to receive any required regulatory approvals from any applicable governmental entities (or any conditions, limitations or restrictions placed on such approvals); (vi) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement dated March 12, 2019 (the “Merger Agreement”), among Smith & Nephew plc, Smith & Nephew Consolidated, Inc., Papyrus Acquisition Corp. and Osiris Therapeutics, Inc., including in circumstances which would require Osiris to pay a termination fee; (vii) the effect of the announcement or pendency of the transactions contemplated by the Merger Agreement on Osiris’ ability to retain and hire key personnel, its ability to maintain relationships with its customers, suppliers and others with whom it does business, or its operating results and business generally; (viii) risks related to diverting management’s attention from Osiris’ ongoing business operations; (ix) the risk that stockholder litigation in connection with the transactions contemplated by the Merger Agreement may result in significant costs of defense, indemnification and liability; and (x) other factors discussed in the “Risk Factors” and the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of Osiris’ Annual Report on Form 10-K for the year ended December 31, 2017, filed with the SEC on March 28, 2018, and risks that may be described in Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other filings by Osiris with the SEC. In addition to the risks described above, other unknown or unpredictable factors also could affect Osiris’ results. As a result of these factors, we cannot assure you that the forward-looking statements in this communication will prove to be accurate. Furthermore, if our forward-looking statements prove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or

warranty by us or any other person that we will achieve our objectives and plans in any specified time frame, or at all. The forward-looking statements in this communication represent our views as of the date of this communication. We anticipate that subsequent events and developments may cause our views to change. However, while we may elect to update these forward-looking statements at some point in the future, we undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. You should, therefore, not rely on these forward-looking statements as representing our views as of any date subsequent to the date of this communication. You should read this communication and the documents that we reference in this communication completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~Registrant~~registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	OSIRIS THERAPEUTICS, INC.
Date: March 12, 2019	By:	/s/ Samson Tom
Date: April 17, 2019	By:	/s/ Samson Tom
		Name:	Samson Tom
		Name: Samson Tom
		Title:	President and Chief Executive Officer
		Title: Chief Executive Officer

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