Item 7.01. Regulation FD Disclosure.
As previously disclosed, on October 16, 2020, Cleveland BioLabs, Inc. (the
"Company") entered into an Agreement and Plan of Merger (the "Merger Agreement")
with Cytocom, Inc. ("Cytocom") and High Street Acquisition Corp., a direct,
wholly owned subsidiary of the Company. Representatives of Cytocom intend
present at one or more investor conferences during the week beginning January
11, 2021. To facilitate discussions at these conferences, Cytocom has prepared
an investor presentation. A copy of the investor presentation expected to be
used during the conferences is attached as Exhibit 99.1 to this report and
incorporated herein by reference.
The information set forth in this Item 7.01 and the attached Exhibit 99.1 shall
not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended.
Additional Information and Where to Find It
The Company plans to file a Registration Statement on Form S-4 containing a
proxy statement/prospectus of the Company and other documents concerning the
proposed merger with the SEC. Before making any voting decision, the Company's
stockholders are urged to read the proxy statement/prospectus in its entirety
when it becomes available and any other documents filed by the company with the
SEC in connection with the proposed merger or incorporated by reference therein
because they will contain important information about the proposed transaction
and the parties to the proposed transaction. Investors and stockholders will be
able to obtain a free copy of the proxy statement/prospectus (when it becomes
available) and other documents containing important information about the
Company and Cytocom, once such documents are filed with the SEC, through the
website maintained by the SEC at www.sec.gov. The Company also makes available
free of charge at www.cbiolabs.com (in the "Investors" section), copies of
materials that the Company files with, or furnishes to, the SEC.
Participants in the Solicitation
This document does not constitute a solicitation of proxy, an offer to purchase
or a solicitation of an offer to sell any securities. The Company and Cytocom,
and each of their respective directors, executive officers and certain employees
may be deemed to be participants in the solicitation of proxies from the
stockholders of the Company in connection with the proposed merger. Security
holders may obtain information regarding the names, affiliations and interests
of the Company's directors and officers in the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 2019, which was filed with the SEC
on April 15, 2020, and Amendment No. 1 to its Annual Report on Form 10-K, which
was filed with the SEC on April 29, 2020. To the extent the holdings of the
Company's securities by the Company's directors and executive officers have
changed from the amounts set forth in the Company's amended Annual Report, such
changes have been or will be reflected on Statements of Change in Ownership on
Form 4 filed with the SEC. Additional information regarding the interests of
such individuals in the proposed merger will be included in the proxy
statement/prospectus relating to the proposed merger when it is filed with the
SEC. These documents (when available) may be obtained free of charge from the
SEC's website at www.sec.gov and the Company's website at www.cbiolabs.com.
Cautionary Note About Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements that involve
risks and uncertainties. All statements other than statements of current or
historical fact contained in this current report, including statements regarding
our future financial position, business strategy, new products, budgets,
liquidity, cash flows, projected costs, regulatory approvals, the impact of any
laws or regulations applicable to us, plans and objectives of management for
future operations, the expected ownership in the combined company of the former
Cytocom securityholders and securityholders of the Company as of immediately
prior to the Merger, governance of the combined company and entry into the
Support Agreements are forward-looking statements. The words "anticipate,"
"believe," "continue," "should," "estimate," "expect," "intend," "may," "plan,"
"project," "will," and similar expressions, as they relate to us, are intended
to identify forward-looking statements. We have based these forward-looking
statements on our current expectations about future events. While we believe
these expectations are reasonable, such forward-looking statements are
inherently subject to risks and uncertainties, many of which are beyond our
control. Our actual future results may differ materially from those discussed
here for various reasons. We discuss many of these risks in Item 1A under the
heading "Risk Factors" in our Annual Report on Form 10-K for the year ended
December 31, 2019, as updated by our other filings with the SEC. Factors that
may cause such differences include, but are not limited to, the risk that the
proposed merger may not be completed in a timely manner or at all, which may
adversely affect the Company's business and the price of Company's common stock;
the failure of either party to satisfy any of the conditions to the consummation
of the proposed merger, including the approval of Company's stockholders;
uncertainties as to the timing of the consummation of the proposed merger; the
occurrence of any event, change or other circumstance that could give rise to
the termination of the merger agreement; the effect of the announcement or
pendency of the proposed merger on the Company's business relationships,
operating results and business generally; risks that the proposed merger
disrupts current plans and operations and the potential difficulties in employee
retention as a result of the proposed merger; risks related to diverting
management's attention from the Company's ongoing business operations; the
outcome of any legal proceedings that may be instituted against the Company
related to the merger agreement or the proposed merger; unexpected costs,
charges or expenses resulting from the proposed merger; our need for additional
financing to meet our business objectives; our history of operating losses; the
substantial doubt expressed by our independent auditors about our ability to
continue as a going concern; our ability to successfully develop, obtain
regulatory approval for, and commercialize our products in a timely manner; our
plans to research, develop and commercialize our product candidates; our ability
to attract collaborators with development, regulatory and commercialization
expertise; our plans and expectations with respect to future clinical trials and
commercial scale-up activities; our reliance on third-party manufacturers of our
product candidates; the size and growth potential of the markets for our product
candidates, and our ability to serve those markets; the rate and degree of
market acceptance of our product candidates; regulatory requirements and
developments in the United States, the European Union and foreign countries; the
performance of our third-party suppliers and manufacturers; the success of
competing therapies that are or may become available; our ability to attract and
retain key scientific or management personnel; our reliance on government
funding for a significant portion of our operating costs and expenses;
government contracting processes and requirements; the exercise of control over
our company by our majority stockholder; the geopolitical relationship between
the United States and the Russian Federation as well as general business, legal,
financial and other conditions within the Russian Federation; our ability to
obtain and maintain intellectual property protection for our product candidates;
our potential vulnerability to cybersecurity breaches; and other factors
discussed below and in our other SEC filings, including our Annual Report on
Form 10-K for the year ended December 31, 2019.
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Given these uncertainties, you should not place undue reliance on these
forward-looking statements. The forward-looking statements included in this
current report are made only as of the date hereof. We do not undertake any
obligation to update any such statements or to publicly announce the results of
any revisions to any of such statements to reflect future events or
developments.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit Description
Number
99.1 Investor Presentation of Cytocom dated January 2021
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